Organization Agreement Sample Contracts

FORM OF REORGANIZATION AGREEMENT by and Among GODADDY INC., DESERT NEWCO, LLC AND THE OTHER PARTIES NAMED HEREIN Dated as of [ ], 2015 (February 24th, 2015)

This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of [ ], 2015, by and among (i) GoDaddy Inc., a Delaware corporation (Pubco), (ii) Desert Newco, LLC, a Delaware limited liability company (the Company), (iii) the KKR Parties (as defined below), (iv) the SL Parties (as defined below), (v) the TCV Parties (as defined below), (vi) The Go Daddy Group, Inc., an Arizona corporation (Holdings), (vii) Desert Newco Managers, LLC, a Delaware limited liability company (Employee Holdco) and (viii) [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 1), [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 2), [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 3), and [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 4).

Master Reorganization Agreement (June 9th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of June 6, 2014, is entered into by and among Eclipse Resources I, LP, a Delaware limited partnership (Eclipse I), Eclipse GP, LLC, a Delaware limited liability company (Eclipse I GP), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (EnCap VIII), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (EnCap VIII Co-Invest), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap IX and, together with EnCap VIII and EnCap VIII Co-Invest, the Class A Unitholders), CKH Partners II, L.P., a Pennsylvania limited partnership (CKH Partners), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (Hulburt Family II), Kirkwood Capital, L.P., a Pennsylvania limited partnership (Kirkwood and, together with CKH Partners and Hulburt Family II, the Class B Unitholders), Eclipse Management, L.P., a Delaware limited partnership (the Class C Unitholder or Eclip

Form of Master Reorganization Agreement (June 2nd, 2014)

This Master Reorganization Agreement (this Agreement), dated as of , 2014, is entered into by and among Eclipse Resources I, LP, a Delaware limited partnership (Eclipse I), Eclipse GP, LLC, a Delaware limited liability company (Eclipse I GP), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (EnCap VIII), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (EnCap VIII Co-Invest), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap IX and, together with EnCap VIII and EnCap VIII Co-Invest, the Class A Unitholders), CKH Partners II, L.P., a Pennsylvania limited partnership (CKH Partners), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (Hulburt Family II), Kirkwood Capital, L.P., a Pennsylvania limited partnership (Kirkwood and, together with CKH Partners and Hulburt Family II, the Class B Unitholders), Eclipse Management, L.P., a Delaware limited partnership (the Class C Unitholder or

Parsley Energy – Master Reorganization Agreement (May 28th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of May 2, 2014, is entered into by and among Parsley Energy Inc., a Delaware corporation (PubCo), NGP X US Holdings, L.P., a Delaware limited partnership (NGP), Parsley Energy, LLC, a Delaware limited liability company (Parsley LLC), the persons identified on the signature page hereto as Existing Members (the Existing Members) and Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (PEEH and, together with PubCo, NGP, Parsley LLC and the Existing Members, collectively, the Parties).

Parsley Energy – Form of Master Reorganization Agreement (May 12th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of May 2, 2014, is entered into by and among Parsley Energy Inc., a Delaware corporation (PubCo), NGP X US Holdings, L.P., a Delaware limited partnership (NGP), Parsley Energy, LLC, a Delaware limited liability company (Parsley LLC), the persons identified on the signature page hereto as Existing Members (the Existing Members) and Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (PEEH and, together with PubCo, NGP, Parsley LLC and the Existing Members, collectively, the Parties).

Parsley Energy – Form of Master Reorganization Agreement (May 5th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of May 2, 2014, is entered into by and among Parsley Energy Inc., a Delaware corporation (PubCo), NGP X US Holdings, L.P., a Delaware limited partnership (NGP), Parsley Energy, LLC, a Delaware limited liability company (Parsley LLC), the persons identified on the signature page hereto as Existing Members (the Existing Members) and Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (PEEH and, together with PubCo, NGP, Parsley LLC and the Existing Members, collectively, the Parties).

Master Reorganization Agreement (January 29th, 2014)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NGP Rice Holdings LLC, a Delaware limited liability company (the Company), dated effective as of January , 2014 (the Effective Date) is adopted, executed and agreed to by the Members (as defined below).

Form of Master Reorganization Agreement (January 8th, 2014)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NGP Rice Holdings LLC, a Delaware limited liability company (the Company), dated effective as of [ ], 2014 (the Effective Date) is adopted, executed and agreed to by the Members (as defined below).

Virginia National Bankshares Corp – Reorganization Agreement and Plan of Share Exchange (December 18th, 2013)

This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this Agreement), dated as of March 6, 2013, is entered into between Virginia National Bank (the Bank), a national bank organized under the laws of the United States, and Virginia National Bankshares Corporation (the Holding Company), a corporation organized under the laws of the Commonwealth of Virginia.

Stalar 2, Inc. – Reorganization Agreement Amendment No. 2 (October 26th, 2012)

This Amendment ("Amendment") dated October 22, 2012 is to that Reorganization Agreement entered into made as of June 11, 2011, by and between LCTI Low Carbon Technologies International, Inc., a British Columbia corporation ("LCTI") and Stalar 2, Inc., a Delaware corporation (the "Company").

Experience Art & Design, Inc. – Clear System Recycling and Masterpiece Investments Corp. Agree to Terminate Merger and Reorganization Agreement (October 3rd, 2012)

OAKVILLE, Ontario, October 2, 2012 -- Clear System Recycling, Inc. (OTCBB: CLSR) (the "Company") and Masterpiece Investments Corp. ("Masterpiece") have agreed to Terminate the Agreement and Plan of Merger and Reorganization (the "Agreement") as announced on August 23, 2012. Clear System and Masterpiece agreed to terminate the Agreement with each party bearing their own cost and expenses and without any penalties. There were no material relationships between the Company or its affiliates and Masterpiece other than in respect of the Agreement.

Midstates Petroleum Company I – Master Reorganization Agreement (April 25th, 2012)

This Master Reorganization Agreement (Agreement), dated April 24, 2012, is entered into by and among FR Midstates Holdings, LLC, a Delaware limited liability company (FRMH); FR Midstates Cayman Holdings, L.P., a Cayman Island exempt limited partnership having its registered office at the office of Walkers Corporate Service Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands (Cayman Holdings); FR Midstates NB, LP, a Delaware limited partnership (New Blocker); FR Midstates NB-A, LP, a Delaware limited partnership (New Blocker-A) and together with FRMH, Cayman Holdings and New Blocker, the First Reserve Parties); FR Midstates Interholding, LP, a Delaware limited partnership (FR New Holding); Midstates Petroleum Holdings, LLC, a Delaware limited liability company (MPH); Midstates Incentive Holdings, LLC, a Delaware limited liability company (MIH); Midstates Petroleum Holdings, Inc., a Delaware corporation (S-Corp); Midstates Petroleum Company, Inc., a

Midstates Petroleum Company I – Form of Master Reorganization Agreement (February 16th, 2012)

This Master Reorganization Agreement (Agreement), dated , 2012, is entered into by and among FR Midstates Holdings, LLC, a Delaware limited liability company (FRMH); FR Midstates Cayman Holdings, L.P., a Cayman Island exempt limited partnership having its registered office at the office of Walkers Corporate Service Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands (Cayman Holdings); FR Midstates NB, LP, a Delaware limited partnership (New Blocker); FR Midstates NB-A, LP, a Delaware limited partnership (New Blocker-A) and together with FRMH, Cayman Holdings and New Blocker, the First Reserve Parties); FR Midstates Interholding, LP, a Delaware limited partnership (FR New Holding); Midstates Petroleum Holdings, LLC, a Delaware limited liability company (MPH); Midstates Incentive Holdings, LLC, a Delaware limited liability company (MIH); Midstates Petroleum Holdings, Inc., a Delaware corporation (S-Corp); Midstates Petroleum Company, Inc.,

Dialysis Organization Agreement Information Sheet (December 29th, 2011)

This Information Sheet sets forth certain definitions and other information as used in the attached Dialysis Organization Agreement. As used in such Dialysis Organization Agreement, the following terms shall have the meanings ascribed below:

Dialysis Organization Agreement Information Sheet (February 25th, 2011)

This Information Sheet sets forth certain definitions and other information as used in the attached Dialysis Organization Agreement. As used in such Dialysis Organization Agreement, the following terms shall have the meanings ascribed below:

Game Plan Holdings, Inc. – Amendment Number One to Reorganization Agreement (October 27th, 2010)

This Amendment Number One to the Reorganization Agreement (this "Amendment") is dated July 11, 2008 and amends that certain Reorganization Agreement (the "Agreement") as effective December 31, 2007 by and between Game Plan Holdings, Canada, a corporation formed under the laws of the country of Canada ("Game Plan Canada"), Game Plan Holdings, USA, a corporation formed under the laws of the state of Nevada ("Game Plan USA"), 100% of the shareholders of Game Plan Canada (the "Canadian Shareholders"), and 100% of the shareholders of Game Plan USA (the "American Shareholders"). Game Plan Canada, Game Plan USA, the Canadian Shareholders and the American Shareholders shall sometimes be collectively referred to herein as the "Parties".

Aemetis Inc – Merger and Reorganization Agreement (October 20th, 2010)

This Agreement and Plan of Reorganization (hereinafter this "Agreement") is entered into on this 28 day of February, 2007, by and among American Ethanol, Inc., a Nevada corporation (hereinafter "AE") on one hand; and Renewable Technology Corporation, a Delaware corporation (hereinafter "RTC"); Clifford Bradley and Bob Kearns (hereinafter, Clifford Bradley and Bob Kearns shall be known collectively as the "Minority Stockholders"), on the other hand.

Aemetis Inc – Merger and Reorganization Agreement (October 20th, 2010)

This Agreement and Plan of Reorganization (hereinafter this "Agreement") is entered into on this 28 day of February, 2007, by and among American Ethanol, Inc., a Nevada corporation (hereinafter "AE") on one hand; and Renewable Technology Corporation, a Delaware corporation (hereinafter "RTC"); Clifford Bradley and Bob Kearns (hereinafter, Clifford Bradley and Bob Kearns shall be known collectively as the "Minority Stockholders"), on the other hand.

Financial Reorganization Agreement (July 7th, 2010)
Global Security Agency – Re-Organization Agreement (January 20th, 2010)

The Company and Englmann are aware of a pending acquisition of 60,000,000 shares of the Company's common stock by a third party (the "Acquisition");

Target Company Acquisition and Reorganization Agreement (December 31st, 2009)

This agreement (the "Agreement") is executed and effective as of June 24, 2009 (the "Effective Date") by and among the following parties:

Target Company Acquisition and Reorganization Agreement (December 31st, 2009)

This agreement (the "Agreement") is executed and effective as of June 24, 2009 (the "Effective Date") by and among the following parties:

China Shandong Industries, Inc. – Stock Exchange and Reorganization Agreement (November 12th, 2009)

THIS STOCK EXCHANGE AND REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this "Agreement"), dated as of October 22, 2009, is entered into by and among Tianwei International Development Corporation, an Oregon corporation ("TIDC"), CAOPU Enterprise Limited, a company organized under the laws of the British Virgin Islands, ("CAOPU"), London Financial Group Ltd., a company organized under the laws of the British Virgin Islands ("LFG"), Phoebus Vision Investment Developing Group Ltd., a company organized under the laws of the British Virgin Islands ("Phoebus"), Mobile Presence Technologies, Inc., a Delaware corporation with offices at 51 Belmont Avenue, Northampton, MA 01060 ("MBPI") and Timothy Lightman ("TL").

China Shandong Industries, Inc. – Stock Exchange and Reorganization Agreement (November 12th, 2009)

THIS STOCK EXCHANGE AND REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this "Agreement"), dated as of October 22, 2009, is entered into by and among Tianwei International Development Corporation, an Oregon corporation ("TIDC"), CAOPU Enterprise Limited, a company organized under the laws of the British Virgin Islands, ("CAOPU"), London Financial Group Ltd., a company organized under the laws of the British Virgin Islands ("LFG"), Phoebus Vision Investment Developing Group Ltd., a company organized under the laws of the British Virgin Islands ("Phoebus"), Mobile Presence Technologies, Inc., a Delaware corporation with offices at 51 Belmont Avenue, Northampton, MA 01060 ("MBPI") and Timothy Lightman ("TL").

China Shandong Industries, Inc. – Stock Exchange and Reorganization Agreement (October 22nd, 2009)

THIS STOCK EXCHANGE AND REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this Agreement), dated as of October 22, 2009, is entered into by and among Tianwei International Development Corporation, an Oregon corporation (TIDC), CAOPU Enterprise Limited, a company organized under the laws of the British Virgin Islands, (CAOPU), London Financial Group Ltd., a company organized under the laws of the British Virgin Islands (LFG), Phoebus Investment Development Group, Ltd., a company organized under the laws of the British Virgin Islands (Phoebus), Mobile Presence Technologies, Inc., a Delaware corporation with offices at 51 Belmont Avenue, Northampton, MA 01060 (MBPI) and Timothy Lightman (TL).

Resolute Energy Corp. – Waiver Under Purchase and Ipo Reorganization Agreement (September 23rd, 2009)

Pursuant to Section 9.9 of that certain Purchase and IPO Reorganization Agreement, dated August 2, 2009 and as amended (the Agreement), by and among Hicks Acquisition Company I, INC., a Delaware corporation (Buyer), Resolute Energy Corporation, a Delaware corporation (IPO Corp.), Resolute Subsidiary Corporation, a Delaware corporation (Merger Sub), Resolute Aneth, LLC, a Delaware limited liability company (Aneth), Resolute Holdings, LLC, a Delaware limited liability company (Parent), Resolute Holdings Sub, LLC, a Delaware limited liability company (Seller), HH-HACI, L.P., a Delaware limited partnership (Founder) and certain affiliates of Founder, Parent, Seller, IPO Corp., Merger Sub and Aneth hereby provide the following waiver that may be relied upon and enforced by all parties to the Agreement:

Hicks Acquisition Co I Inc – Waiver Under Purchase and Ipo Reorganization Agreement (September 23rd, 2009)

Pursuant to Section 9.9 of that certain Purchase and IPO Reorganization Agreement, dated August 2, 2009 and as amended (the Agreement), by and among Hicks Acquisition Company I, INC., a Delaware corporation (Buyer), Resolute Energy Corporation, a Delaware corporation (IPO Corp.), Resolute Subsidiary Corporation, a Delaware corporation (Merger Sub), Resolute Aneth, LLC, a Delaware limited liability company (Aneth), Resolute Holdings, LLC, a Delaware limited liability company (Parent), Resolute Holdings Sub, LLC, a Delaware limited liability company (Seller), HH-HACI, L.P., a Delaware limited partnership (Founder) and certain affiliates of Founder, Parent, Seller, IPO Corp., Merger Sub and Aneth hereby provide the following waiver that may be relied upon and enforced by all parties to the Agreement:

Hicks Acquisition Co I Inc – PURCHASE AND IPO REORGANIZATION AGREEMENT Among HICKS ACQUISITION COMPANY I, INC., RESOLUTE ENERGY CORPORATION, RESOLUTE SUBSIDIARY CORPORATION, RESOLUTE ANETH, LLC, RESOLUTE HOLDINGS, LLC, RESOLUTE HOLDINGS SUB, LLC, and HH-HACI, L.P. Dated as of August 2, 2009 (August 6th, 2009)

THIS WARRANT AGREEMENT (this Agreement), dated as of September , 2009, is by and between Resolute Energy Corporation, a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the Warrant Agent).

World Monitor Trust II Series F – Amendment No. 2 to Organization Agreement of Wcm Pool Llc (March 2nd, 2009)

AMENDMENT NO. 2 (this Amendment) dated as of March 31, 2009 by and among DIVERSIFIED FUTURES TRUST I (DFT I), KENMAR GLOBAL TRUST (KGT), FUTURES STRATEGIC TRUST (FST), WORLD MONITOR TRUST II SERIES D (WMT IID) and WORLD MONITOR TRUST II SERIES F (WMT IIF) to the Organization Agreement of WCM Pool LLC dated as of November 20, 2006 (the Agreement), as amended by Amendment No. 1 dated March 30, 2007.

World Monitor Trust II Series D – Amendment No. 2 to Organization Agreement of Wcm Pool Llc (March 2nd, 2009)

AMENDMENT NO. 2 (this Amendment) dated as of March 31, 2009 by and among DIVERSIFIED FUTURES TRUST I (DFT I), KENMAR GLOBAL TRUST (KGT), FUTURES STRATEGIC TRUST (FST), WORLD MONITOR TRUST II SERIES D (WMT IID) and WORLD MONITOR TRUST II SERIES F (WMT IIF) to the Organization Agreement of WCM Pool LLC dated as of November 20, 2006 (the Agreement), as amended by Amendment No. 1 dated March 30, 2007.

World Monitor Trust II Series F – Wcm Pool Llc Organization Agreement (March 2nd, 2009)

ORGANIZATION AGREEMENT (this Agreement) dated as of November 20, 2006 by and among (A) the commodity pools (each, a Member and, collectively, the Members) signatory from time to time hereto, each of which (i) has as its sole managing owner or trading manager (or its functional equivalent in another type of entity) Preferred Investment Solutions Corp. (Preferred), a commodity pool operator registered with the Commodity Futures Trading Commission (the CFTC), (ii) is no longer engaged in the distribution of its units of beneficial interest (or equivalent common equity securities), and (iii) intends to open a trading account managed pursuant to the Diversified Program (the WCM Program) of Winton Capital Management Limited, United Kingdom company (Winton) and (B) Preferred, not as a Member, but for the limited purposes set forth herein.

World Monitor Trust II Series D – Amendment No. 1 to Organization Agreement of Wcm Pool Llc (March 2nd, 2009)

AMENDMENT NO. 1 (this Amendment) dated as of March 30, 2007 by and among DIVERSIFIED FUTURES FUND, L.P. (DFFLP), DIVERSIFIED FUTURES TRUST I (DFTI), KENMAR GLOBAL TRUST (KGT) and FUTURES STRATEGIC TRUST (FST) to the Organization Agreement of WCM Pool LLC dated as of November 20, 2006 (the Agreement).

World Monitor Trust II Series F – Amendment No. 1 to Organization Agreement of Wcm Pool Llc (March 2nd, 2009)

AMENDMENT NO. 1 (this Amendment) dated as of March 30, 2007 by and among DIVERSIFIED FUTURES FUND, L.P. (DFFLP), DIVERSIFIED FUTURES TRUST I (DFTI), KENMAR GLOBAL TRUST (KGT) and FUTURES STRATEGIC TRUST (FST) to the Organization Agreement of WCM Pool LLC dated as of November 20, 2006 (the Agreement).

World Monitor Trust II Series D – Wcm Pool Llc Organization Agreement (March 2nd, 2009)

ORGANIZATION AGREEMENT (this Agreement) dated as of November 20, 2006 by and among (A) the commodity pools (each, a Member and, collectively, the Members) signatory from time to time hereto, each of which (i) has as its sole managing owner or trading manager (or its functional equivalent in another type of entity) Preferred Investment Solutions Corp. (Preferred), a commodity pool operator registered with the Commodity Futures Trading Commission (the CFTC), (ii) is no longer engaged in the distribution of its units of beneficial interest (or equivalent common equity securities), and (iii) intends to open a trading account managed pursuant to the Diversified Program (the WCM Program) of Winton Capital Management Limited, United Kingdom company (Winton) and (B) Preferred, not as a Member, but for the limited purposes set forth herein.

Vision Global Solutions – Vision Global Solutions, Inc. And Fortes Financial, Inc. Announce Termination of Merger and Reorganization Agreement (November 7th, 2008)

CUPERTINO, CALIFORNIA (November 4, 2008) Vision Global Solutions, Inc. (Pink OTC: VIGS) and its wholly-owned subsidiary, VGS Acquisition Corp. (collectively, VIGS), and Fortes Financial, Inc. (Fortes) announced today that, in light of recent turmoil in financial markets, they have terminated the merger agreement among them. The termination was by mutual agreement of the companies and was unanimously approved by the Boards of Directors of each company. Pursuant to the parties mutual termination and release agreement, the parties have agreed to release each other from any claims relating to the proposed merger and reorganization agreement, which was amended by the parties on August 4, 2008.