Reorganization Agreement
This Agreement between Xxxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxx
and Lexington Health Care Group, Inc. (the "Company") relates to the
recapitalization and transfer of all of the assets and liabilities of Lexington
Health Care Group, LLC (the "LLC") to the Company which agreement shall be
effective on the date that the Company requests acceleration of the
effectiveness of their registration statement (reg. No. 333-15849) (the
"Registration Statement").
WHEREAS, Xxxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxx own 37.5%,
37.5% and 25%, respectively of the LLC;
WHEREAS, the Company has filed the Registration Statement in connection
with a proposed initial public offering of the Company's common stock; and
WHEREAS, the members of the LLC desire to exchange their ownership
interest in the LLC for shares of Common Stock of the Company.
In accordance with the terms hereof, the following is agreed upon:
1) Xxxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxx hereby exchange
their respective limited partnership interests for an aggregate of
2,462,000 shares of the Company's Common Stock to be issued in the
same proportion as their ownership in the LLC, except that Xxxxxxxxx
Xxxxxxxx'x shares shall be transferred to her husband, Xxxx
Xxxxxxxx.
2) The Company agrees that it will assume all of the operations of LLC,
including all of LLC's assets and liabilities.
3) The parties agree that after the effective date hereof, LLC will
cease all operations and that such operations will be assumed by the
Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed.
/s/ Xxxxxxxxx Xxxxxxxx
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Xxxxxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
LEXINGTON HEALTH CARE GROUP,
INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
