SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 30th, 2013 • Ucp Holdings, Inc. • Services-computer integrated systems design • Nevada
Contract Type FiledDecember 30th, 2013 Company Industry JurisdictionThis SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 30th, 2013, is by and among UCP Holdings, Inc., a Nevada corporation (“UCP”), Kapital Yonetim Hizmet Ve Gayrimenkul Yatirim Sanayi Ticaret Ltd. Sirketi, a Turkish limited liability company (“Kapital”), and the shareholder of Kapital identified on Annex A hereto (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.