SPIN-OFF AND ASSET TRANSFER AGREEMENTSpin-Off and Asset Transfer Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis AMENDED AND RESTATED SPIN-OFF AGREEMENT (this “Agreement”), is dated as of December 31, 2015, by and among TRUNITY HOLDINGS, Inc., a Delaware corporation (“Parent” or “PUBCO”), TRUNITY, INC. (“OP SUB” or “Subsidiary”), a Delaware corporation and a wholly owned subsidiary of Parent, and TRUNITY, INC. (“PRIVCO”), a newly formed Florida “C” corporation which was formed for the purpose of holding all of the education software and services business activities and assets previously held by TRUNITY HOLDINGS, INC. and TRUNITY, INC., both Delaware corporations. Tax Treatment of the transaction should be evaluated separately by the shareholders and their tax advisors and no representation as to the tax impact is provided by any of the parties herein.
SPIN-OFF AND ASSET TRANSFER AGREEMENTSpin-Off and Asset Transfer Agreement • January 6th, 2016 • Trunity Holdings, Inc. • Communications equipment, nec • Delaware
Contract Type FiledJanuary 6th, 2016 Company Industry JurisdictionThis AMENDED AND RESTATED SPIN-OFF AGREEMENT (this “Agreement”), is dated as of December 31, 2015, by and among TRUNITY HOLDINGS, Inc., a Delaware corporation (“Parent” or “PUBCO”), TRUNITY, INC. (“OP SUB” or “Subsidiary”), a Delaware corporation and a wholly owned subsidiary of Parent, and TRUNITY, INC. (“PRIVCO”), a newly formed Florida “C” corporation which was formed for the purpose of holding all of the education software and services business activities and assets previously held by TRUNITY HOLDINGS, INC. and TRUNITY, INC., both Delaware corporations. Tax Treatment of the transaction should be evaluated separately by the shareholders and their tax advisors and no representation as to the tax impact is provided by any of the parties herein.