SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 28th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • New York
SHARE EXCHANGE AGREEMENT, dated as of October 22, 2010 (this "Agreement) by and among STANDARD GOLD CORP., a Nevada corporation (' Standard Gold ), PHYTOMEDICAL TECHNOLOGIES, INC., a Nevada corporation (the "Company") and the persons listed on Exhibit A annexed hereto, representing the holders of all of the issued and outstanding securities of Standard Gold (the "Standard Gold Stockholders"). WHEREAS, on October 22, 2010, the Board of Directors of the Company adopted resolutions approving the Company's acquisition of shares of Standard Gold by means of a share exchange with the Standard Gold Stockholders, upon the terms and conditions hereinafter set forth in this Agreement; and WHEREAS, the aggregate number of shares of Standard Gold common stock, par value $0.0001 per share (the "Standard Gold Common Stock") owned by the Standard Gold Stockholders set forth on Exhibit A constitute 100% of the issued and outstanding securities of Standard Gold, on a fully diluted basis (collectively,
