SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 6th, 2017 • H/Cell Energy Corp • Miscellaneous electrical machinery, equipment & supplies • Nevada
SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of January 31, 2017, by and among H/Cell Energy Corporation, a Nevada corporation (“H/Cell”), The Pride Group (QLD) Pty Ltd, an Australian corporation (the “Pride”) and the shareholders of Pride listed on the signature pages hereof (collectively, the “Pride Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 7.07 hereof unless the context clearly provides otherwise.
ESCROW AGREEMENTEscrow Agreement • February 6th, 2017 • H/Cell Energy Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of January 31, 2017, by and among H/Cell Energy Corporation, a Nevada corporation (the “Purchaser”), Turquino Equity LLC, a Delaware limited liability company (“Turquino”), Stephen Paul Mullane and Marie Louise Mullane as Trustees of the Mullane Family Trust (the “Mullane Trust”, and together with Turquino, the “Sellers”) and Sichenzia Ross Ference Kesner LLP, with an address at 61 Broadway, New York, New York 10006 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Share Exchange Agreement dated January 31, 2017 by and among the Purchaser, the Sellers and The Pride Group (Qld) Pty Ltd., an Australian corporation (“Pride”), as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
