SHARE EXCHANGE AGREEMENT by and among DIGITAL POWER CORPORATION, MICROPHASE CORPORATION, MICROPHASE HOLDING COMPANY, RCKJ TRUST, ERGUL FAMILY LIMITED PARTNERSHIP, TO HONG YAM, and EAGLE ADVISERS, LLC DATED AS OF APRIL 28, 2017Share Exchange Agreement • May 4th, 2017 • Microphase Corp • Electronic components, nec • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of the 28th day of April, 2017, by and among: Digital Power Corporation, a California corporation (“DPW”); Microphase Corporation, a Delaware corporation (“MPC”); Microphase Holding Company LLC, a limited liability company organized under the laws of Connecticut (“MHC”), RCKJ Trust, a trust organized under the laws of New Jersey (“RCKJ”), Ergul Family Limited Partnership (“EFLP” and with MHC and RCKJ, the “Significant Stockholders” and those additional persons who have executed this Agreement on the signature pages hereof under the heading “Minority Stockholders” (collectively, the “Minority Stockholders” and with the Significant Stockholders, the “Stockholders.” DPW, MPC and the Stockholders are referred to herein individually as a “Party” and collectively as the “Parties.”
