Legal Reorganization Act

LEGAL REORGANIZATION ACT

This Legal Reorganization Act (the Act) is made effective as of by and between Company Name: , an entity organized as Entity Type: Corporation Limited Liability Company Partnership , and Reorganized Entity Name: , an entity organized as Corporation Limited Liability Company Partnership (each a Party and collectively the Parties).

RECITALS

WHEREAS, the board of directors and authorized representatives of Company Name have determined that a corporate reorganization of certain assets, liabilities and equity structure is desirable to effectuate operational efficiencies, tax planning, or capital restructuring; and

WHEREAS, Reorganized Entity Name has agreed to receive, assume and hold specified assets and liabilities of Company Name in accordance with the Plan of Reorganization set forth herein and subject to the terms and conditions of this Act; and

WHEREAS, the Parties desire to set forth the terms under which the transfers, assumptions, stock or membership interest adjustments, and associated corporate actions shall occur to effect the Reorganization.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Act, the following terms shall have the meanings set forth below. "Effective Date" means the date specified above. "Transferred Assets" means the assets identified in Schedule A attached hereto and transferred pursuant to Section 3. "Assumed Liabilities" means those liabilities expressly assumed by Reorganized Entity as set forth on Schedule B.

2. PLAN OF REORGANIZATION

2.1 Transfer and Conveyance. On the Effective Date, Company Name shall transfer, assign and convey to Reorganized Entity Name, and Reorganized Entity Name shall accept, the Transferred Assets free and clear of all liens and encumbrances except as specifically set forth in Schedule C. The Parties shall execute such deeds, assignments, bills of sale, instruments of transfer and other documents as are necessary to effectuate the transfer.

2.2 Assumption of Liabilities. Reorganized Entity Name shall, on the Effective Date, assume only those liabilities specifically set forth on Schedule B (Assumed Liabilities). Unless expressly assumed, no other liabilities of Company Name shall be transferred to Reorganized Entity Name.

3. CONSIDERATION

As full and final consideration for the transfers and assumptions made under this Act, Reorganized Entity Name shall deliver to Company Name the following: (a) Cash Consideration in the aggregate amount of ; (b) Issuance of Equity Interests described in Schedule D; and (c) such other consideration as may be set forth in a written closing statement signed by both Parties.

4. REPRESENTATIONS AND WARRANTIES

4.1 Company Representations. Company Name represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full corporate power and authority to execute and perform this Act and to consummate the transactions contemplated hereby; (c) it has good and marketable title to the Transferred Assets free and clear of liens except as disclosed in Schedule C; and (d) no consent, approval or authorization of any governmental authority is required other than those set forth on Schedule E.

4.2 Reorganized Entity Representations. Reorganized Entity Name represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to execute and perform this Act; and (c) upon assumption, it will be capable of fulfilling the Assumed Liabilities in accordance with their terms.

5. COVENANTS

5.1 Corporate Action. Each Party shall take all necessary corporate actions required to approve and effectuate the transactions contemplated by this Act, including but not limited to shareholder or member approvals, filings with regulatory authorities and amendments to organizational documents as needed.

5.2 Employee Matters. With respect to employees transferred in connection with the Reorganization, the Parties shall cooperate to effectuate transfers of employment, provide required notices, honor accrued benefits where applicable and coordinate payroll and benefit transitions as set out in Schedule F.

6. CONDITIONS PRECEDENT

The obligations of each Party to close the transactions hereunder are subject to the satisfaction or mutual waiver of the following conditions precedent: (a) all necessary corporate and regulatory approvals shall have been obtained; (b) the representations and warranties set forth in Section 4 shall be true and correct in all material respects as of the Effective Date; and (c) no injunction or order shall have been issued preventing the consummation of the Reorganization.

7. TAX TREATMENT

The Parties shall cooperate in good faith to determine and effectuate the preferred tax treatment of the Reorganization. Neither Party shall take any position inconsistent with an agreed tax characterization in any filing with tax authorities without the prior written consent of the other Party, unless required by applicable law.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its affiliates from and against any and all Losses arising out of any breach of such Party's representations, warranties or covenants contained in this Act. Indemnification claims shall be governed by the procedures set forth in Schedule G, including limitations on indemnity and survival periods.

9. LIMITATION OF LIABILITY

Except for liabilities arising from fraud, willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, punitive, special or indirect damages, and aggregate liability shall be limited to the amount of the cash consideration actually paid under Section 3.

10. NOTICES

All notices and communications required or permitted under this Act shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested) or express courier:

11. AMENDMENTS; WAIVER

This Act may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision of this Act shall be effective unless in writing and signed by the Party against whom enforcement is sought.

12. COUNTERPARTS

This Act may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Act shall be governed by and construed in accordance with the laws of the jurisdiction where Company Name is incorporated, without regard to conflicts of law principles. If any provision of this Act is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Act, including all Schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the Reorganization and supersedes all prior agreements and understandings relating thereto.

14. MISCELLANEOUS PROVISIONS

The headings in this Act are for convenience only and shall not affect the interpretation of any provision. The Parties shall cooperate in good faith to execute further documents and take such further actions as may be reasonably necessary to effectuate the transactions contemplated herein.

SCHEDULES AND ATTACHMENTS

The Parties acknowledge that the following Schedules, if completed and attached, are integral parts of this Act: Schedule A (Transferred Assets), Schedule B (Assumed Liabilities), Schedule C (Exceptions to Title), Schedule D (Equity Issuance), Schedule E (Required Approvals), Schedule F (Employee Matters), Schedule G (Indemnification Procedures). To the extent any Schedule is left blank at execution, the Parties shall complete and attach such Schedule prior to closing.

SIGNATURES

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