Reorganization Plan Template

REORGANIZATION PLAN

THIS REORGANIZATION PLAN (the Plan) is entered into as of by and between Transferor: , a organized under the laws of , with principal place of business at ; and Transferee: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Transferor owns certain assets and conducts certain business operations described more fully herein and desires to effect a reorganization for the purpose of consolidating operations, clarifying capital structure, and achieving tax and administrative efficiencies; and

WHEREAS, Transferee has agreed to accept specified assets and assume specified liabilities of Transferor on the terms and subject to the conditions set forth in this Plan; and

WHEREAS, the boards of directors (or equivalent governing bodies) of the parties have approved the transactions contemplated by this Plan, subject to the satisfaction of the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained in this Plan and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date specified in Section 9 as the date upon which the transactions contemplated by this Plan shall become effective, which shall be no earlier than the satisfaction or waiver of all Conditions Precedent. The parties' intended Effective Date is .

1.2 "Transferred Assets" means the assets, properties, contracts, permits, and rights of Transferor described in Schedule A attached hereto and any other assets identified in writing prior to the Effective Date.

1.3 "Assumed Liabilities" means those liabilities expressly assumed by Transferee as set forth in Schedule B and any liabilities expressly agreed in writing by the parties to be assumed.

2. PLAN OF REORGANIZATION

2.1 Transfer and Assumption. On the Effective Date, Transferor shall transfer, convey and assign to Transferee, and Transferee shall accept, all right, title and interest in and to the Transferred Assets free and clear of all liens, claims and encumbrances except as expressly set forth in Schedule C. Concurrently, Transferee shall assume the Assumed Liabilities.

2.2 Consideration. As consideration for the transfer and assumption described in Section 2.1, Transferee shall deliver to Transferor:

(a) in cash; and/or

(b) issuance of equity interests in Transferee on the terms set forth in Schedule D; or other consideration as described: .

3. CORPORATE ACTIONS

3.1 Board and Shareholder Approvals. Each party shall take all corporate actions required by applicable law and its organizational documents to approve and effectuate this Plan, including any necessary amendments to articles of incorporation or other organizational instruments.

3.2 Filings and Registrations. Each party shall prepare, execute and file all documents required to be delivered to, or filed with, governmental or regulatory authorities in connection with the transactions contemplated hereunder. Entity name change (if any):

4. TREATMENT OF EQUITY, DEBT AND CONTRACTS

4.1 Equity Conversion. All outstanding equity interests of Transferor shall upon the Effective Date be treated as follows:

4.2 Debt Treatment. The parties shall allocate and document the satisfaction, assumption, refinancing or conversion of existing indebtedness as set forth in Schedule B and as further described:

4.3 Contracts. All executory contracts and leases identified on Schedule E shall be assumed by Transferee only to the extent set forth therein, and any contract not expressly assumed shall be retained by Transferor.

5. EMPLOYEE AND BENEFIT MATTERS

5.1 Employment. Employees of Transferor shall be offered employment by Transferee on terms to be mutually agreed in good faith. Any continuation of rights, seniority or accrued benefits shall be specified in writing:

5.2 Employee Benefits. The parties shall coordinate the transfer, continuation or termination of employee benefit plans in accordance with applicable law and plan documents. Any accrued but unpaid wages and benefits through the Effective Date shall be the responsibility of .

6. TAX MATTERS

6.1 Tax Treatment. Unless otherwise agreed in writing, the parties shall treat the transactions contemplated by this Plan for tax purposes in a manner consistent with applicable tax law and the intended tax treatment documented in writing prior to the Effective Date.

6.2 Tax Filings and Cooperation. Each party shall prepare and file any tax returns required as a result of the transactions and shall furnish the other party with reasonable cooperation and documentation. Tax matters contact for Transferor:

7. REGULATORY APPROVALS

7.1 Required Approvals. The obligations of each party under this Plan are subject to obtaining any governmental or regulatory approvals required to consummate the transactions. The party responsible for filing such approvals: .

8. CONDITIONS PRECEDENT

8.1 Conditions to Obligations. The obligations of each party to effect the transactions hereunder are subject to the satisfaction or waiver of the following conditions precedent:

(a) Adoption and approval of this Plan by the boards of directors (and shareholders, if required) of each party: Approved

(b) Receipt of all required third-party consents listed in Schedule F: Obtained

(c) Absence of any pending litigation or order that would restrain or prevent consummation: Confirmed

9. EFFECTIVE DATE

9.1 Effective Date. Subject to the satisfaction or waiver of the Conditions Precedent set forth in Section 8, the Effective Date of this Plan shall be .

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full corporate power and authority to enter into and perform its obligations under this Plan; and (c) the execution and delivery of this Plan and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action.

10.2 Transferor Specific. Transferor represents that, to its knowledge, the Transferred Assets are free from material undisclosed liabilities except as set forth in Schedule B.

11. COVENANTS

11.1 Further Assurances. Each party shall execute and deliver such additional instruments and take such further actions as may be reasonably necessary to effectuate the transactions contemplated by this Plan.

11.2 Confidentiality. Each party shall keep confidential and not disclose the details of the negotiations and non-public information obtained in connection with this Plan except as required by law or to advisors on a need-to-know basis under customary confidentiality protections.

12. RELEASE; INDEMNIFICATION

12.1 Release. Except as expressly provided in this Plan, each party releases the other party from any claims arising prior to the Effective Date to the extent set forth in Schedule G.

12.2 Indemnification. The parties shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, costs and expenses arising from breaches of representations, warranties or covenants contained in this Plan, subject to the limitations and procedures set forth in Schedule H.

13. NOTICES

All notices required or permitted under this Plan shall be in writing and delivered to the addresses specified above or such other address as a party may designate in writing in accordance with this Section.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments and Waivers. This Plan may be amended, modified or supplemented only by an instrument in writing signed by each of the parties. No waiver of any provision of this Plan shall be effective unless in writing and signed by the party granting the waiver.

14.2 Counterparts. This Plan may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Plan shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

15.2 Entire Agreement. This Plan, together with the Schedules and Exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

15.3 Severability. If any provision of this Plan is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Plan shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the parties' original intent.

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