SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER– MOREGAIN PICTURES/CINEMA LIBREShare Exchange Agreement • December 21st, 2018 • Moregain Pictures, Inc. • Blank checks • Nevada
This Share Exchange Agreement (this “Agreement”) is made and entered into as of December 19, 2018 by and among and MOREGAIN PICTURES INC., a Nevada corporation eligible for quotation on the OTC Market (“MP”), MOREGAIN CAPITAL GROUP, a Nevada corporation, and majority shareholder of MP (“MCG”), and Sceneries Entertainment Corp. doing business as Cinema Libre Studio, a California corporation (“CLS” or “Sceneries”), and Ali Yang (“Yang”) and Philippe Diaz (“Diaz”) as the shareholders of CLS (collectively, the “CLS Shareholders”). MGC, MP, CLS and the CLS Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
