This Agreement and Plan for Reorganization for IRC Type C Reorganization is for use when a purchaser acquires substantially all of the assets of a seller's business in exchange for substantially all of purchaser's voting common stock. It is governed by paragraph C of Section 368(a)(1) of the Internal Revenue Code.

This agreement specifies the assets to be transferred, liabilities to be assumed, how shares will be issued and how the seller will be dissolved. It also sets out the representations made by seller, shareholders and purchaser.

This Agreement and Plan for Reorganization for IRC Type C Reorganization includes:

• Parties: Identifies the purchaser, seller and shareholders of the seller;
• Reorganization: Sets out that reorganization purchaser shall acquire substantially all of the assets of the seller;
• Assets: Specifies which assets will be transferred and those which will be retained by the seller;
• Seller's Representations: Includes provisions regarding organization and authority, financials and liabilities, and that all statements are true and accurate;
• Shareholders' Representations: Sets forth that shareholders owns the shares, will cooperate in all respects of the transaction;
• Tax Consequences: Neither purchaser nor its agents makes any warranties as to the tax consequences of this transaction;
• Documentation: Sets out a comprehensive list of documents to be furnished to purchaser;
• Signatures: Representatives of both the seller and purchaser must sign this agreement.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Agreement and Plan for Reorganization for IRC Type C Reorganization

State Law Compliance: This form complies with the laws of all states