Common use of Plan Adopted Clause in Contracts

Plan Adopted. A plan of reorganization of Purchaser and Seller, pursuant to the provisions of Internal Revenue Code Section 368(a)(1)(B), is adopted as follows: (a) Each shareholder will transfer to Purchaser the number of shares of capital stock of Seller set forth opposite his or her name in subsection (d) below, which together will constitute all of the issued and outstanding shares of stock of Seller. (b) Shareholders will place certificates, in form for transfer, representing the shares in escrow for delivery pursuant to the terms hereunder with Palmieri, Tyler, Wiener, Wilhelm & Waldron LLP, as escrow holder. S▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ee ▇▇▇▇ ▇▇e shares to be transferred by them, represented by the certificates so held in escrow are subject to the interests of Purchaser, that the arrangements made by them for that escrow are to that extent irrevocable, that except as otherwise provided in this Agreement their obligations under this Agreement shall not be terminated by operation of law or the occurrence of any event, including death, and that if any such event shall occur before the delivery of the shares to be exchanged hereunder, certificates for those shares shall be delivered by the escrow holder in accordance with the terms and conditions of this Agreement as if that event had not occurred, whether or not the escrow holder receives notice of that event. (c) In exchange for the number of shares transferred by each shareholder, Purchaser will cause to be delivered to each shareholder the number of shares of common stock of Purchaser set forth opposite the name of the shareholder in subsection (d), below. The common stock may consist of issued and outstanding shares, treasury shares, or authorized but unissued shares, or any combination thereof. (d) The shares of Seller, to be transferred by the respective shareholders to Purchaser, and the shares of common stock of Purchaser, to be delivered by Purchaser for the account of the respective shareholders, are as follows: Shareholder Shares of Seller Shares of Purchaser ----------- ---------------- ------------------- David Golkar 1000 100,000

Plan Adopted. A plan Plan of reorganization Reorganization of Purchaser SWC and SellerMEDIA, pursuant to the provisions of ss.368(a)(1)(B) of the Internal Revenue Code Section 368(a)(1)(B), of 1986 is adopted as follows: (a) Each shareholder The SHAREHOLDERS will transfer to Purchaser the number of SWC Three Hundred Twenty Five Thousand (325,000) shares of the capital stock of Seller set forth opposite his or her name in subsection (d) below, MEDIA which together will constitute constitutes all of the issued and outstanding shares of stock of SellerMEDIA. (b) Shareholders At the Closing, the SHAREHOLDERS will place certificates, provide the original stock certificate representing their shares of stock in MEDIA to be transferred hereunder in form for transfer, representing transfer accompanied by properly executed Stock Powers of Assignment. The SHAREHOLDERS agree that the shares in escrow for delivery pursuant to the terms hereunder with Palmieri, Tyler, Wiener, Wilhelm & Waldron LLP, as escrow holder. S▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ee ▇▇▇▇ ▇▇e shares to be transferred by them, them represented by the such certificates so held in escrow are subject to the interests of PurchaserSWC hereunder and that, that the arrangements made by them for that escrow are to that extent irrevocable, that except as otherwise provided in this Agreement herein their obligations under this Agreement hereunder, shall not be terminated by operation of law or the occurrence of any event, including death, and that if any such event shall occur before the delivery of the shares to be exchanged hereunder, certificates a certificate for those such shares shall be delivered by the escrow holder in accordance with the terms and conditions of this Agreement as if that such event had not occurred, whether or not the escrow holder receives SWC shall receive notice of that such event. (c) In exchange for the number shares of shares MEDIA transferred by each shareholderthe SHAREHOLDERS, Purchaser SWC will cause to be delivered to each shareholder the number of SHAREHOLDERS Three Hundred Twenty Five Thousand (325,000) shares of the common stock of Purchaser set forth opposite SWC (the name of the shareholder in subsection (d"Exchange Shares"), below. The common stock may consist Exchange Shares shall be free and clear of all mortgages, pledges, claims, liens and other rights and encumbrances whatsoever, except as disclosed in this Agreement. SWC shall cause the Exchange Shares to be issued and outstanding shares, treasury shares, or authorized but unissued shares, or any combination thereof. delivered to the SHAREHOLDERS at the Closing herein on the basis of one (d1) The shares Exchange Share for every one (1) share of Seller, to be MEDIA transferred by the respective shareholders to Purchaser, and the shares of common stock of Purchaser, to be delivered by Purchaser for the account each of the respective shareholders, are as follows: Shareholder Shares of Seller Shares of Purchaser ----------- ---------------- ------------------- David Golkar 1000 100,000Shareholders.