PLAN AND AGREEMENT OF REORGANIZATION
This Plan and Agreement of Reorganization (this "Agreement") is made and
entered into effective as of the 1st day of June, 1997, by and among the
undersigned parties (collectively, the "Parties").
RECITALS
A. The Parties to this Agreement are as follows:
(1) Mannatech, Incorporated, a Texas corporation ("Mannatech").
(2) The following Texas limited partnerships (collectively, the
"Partnerships"): Dynamic Eight Partners, Ltd., Power Three
Partners, Ltd., Eleven Point Partners, Ltd., and Beta M Partners,
Ltd.
(3) The following general partners of the Partnerships (collectively,
the "General Partners"), each of which is a Texas corporation:
Eight Point Services, Inc., the general partner of Dynamic Eight
Partners, Ltd.; Triple Gold Business, Inc., the general partner
of Power Three Partners, Ltd.; Five Small Fry, Inc., the general
partner of Eleven Point Partners, Ltd.; and Beta Nutrient
Technology, Inc., the general partner of Beta M Partners, Ltd.
(4) The following individual limited partners of Power Three
Partners, Ltd., Eleven Point Partners, Ltd., and Beta M Partners,
Ltd. (collectively, the "Limited Partners"): Xxxxxxx X. Xxxxxxxx,
Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, The Xxxxxxxx Family
Partnership, Ltd., Xxxxxxx X. Xxxx, Xxxx X. Xxxxxxx, Xxx X.
Xxxxxxx, and Xxxx X. Xxxxxx.
B. The Parties have agreed to cause each of the General Partners to be
merged with and into Mannatech (the "Merger") through a statutory merger under
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the
"Code").
C. Simultaneously with the consummation of the Merger, the Parties have
agreed that the Limited Partners will contribute their limited partnership
interests in each of the Partnerships (other than Dynamic Eight Partners, Ltd.)
to Mannatech in exchange for Mannatech stock in a transaction complying with
Code Section 351(a) (the "Contributions").
D. As a result of the Merger and the Contributions, Mannatech will be the
sole partner of each of the Partnerships, each of the Partnerships will
terminate under the provisions of Code Section 708(a)(1)(A), and the Parties
have agreed that all the assets of each of the Partnerships shall be distributed
to Mannatech.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. MERGER. Mannatech and each of the General Partners agree to enter
into the Agreement and Plan of Merger a copy of which is attached as Exhibit "A"
hereto (the "Merger Agreement"), to use their best efforts to cause the Merger
to be consummated in accordance with the terms of the Merger Agreement, and to
cause each of the General Partners to be merged into Mannatech in a statutory
merger which is tax free to each of the parties to the Merger Agreement under
Code Section 368(a)(1)(A).
2. CONTRIBUTIONS. Each of the Limited Partners and Mannatech agree to
enter into the Exchange Agreement a copy of which is attached as Exhibit "B"
hereto (the "Exchange Agreement"), to use their best efforts to consummate the
transactions contemplated by the Exchange Agreement, and to cause the
Partnership Interests (as such term is defined in the Exchange Agreement) to be
contributed to Mannatech in exchange for Mannatech stock in a transaction which
meets the requirements of Code Section 351(a).
3. DISSOLUTION. Following the consummation of the transactions
contemplated by the Merger Agreement and the Exchange Agreement, Mannatech will
be the sole partner of each of the Partnerships and each of the Partnerships
shall be dissolved. Following the dissolution of the Partnerships, all the
properties and assets of the Partnerships shall vest in and transfer to
Mannatech without any further action on the part of the Parties, and, effective
as of the Effective Time (as such term is defined in the Merger Agreement), each
Partnership transfers and assigns to Mannatech all its assets and properties of
whatsoever kind or nature.
4. GENERAL PROVISIONS. Each of the Parties covenants and agrees to
execute and deliver such other and further documents and instruments as may be
necessary or appropriate to further evidence or consummate the transactions
contemplated by this Agreement, the Merger Agreement or the Exchange Agreement.
This Agreement shall be governed by the internal laws of the State of Texas
(without regard to choice of law provisions). This Agreement may not be changed
or modified orally, but only by a written instrument executed by each of the
Parties. Headings contained in this Agreement are for reference only, and shall
not affect the meaning or interpretation of this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
effective date set forth above.
MANNATECH:
Mannatech, Incorporated
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxx, President
PARTNERSHIPS:
Dynamic Eight Partners, Ltd.
By:Eight Point Services, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxx, President
Power Three Partners, Ltd.
By: Triple Gold Business, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxx, President
Eleven Point Partners, Ltd.
By: Five Small Fry, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxx, President
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Beta M Partners, Ltd.
By: Beta Nutrient Technology, Inc., General
Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxxx, President
GENERAL PARTNERS:
Eight Point Services, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, President
Triple Gold Business, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, President
Five Small Fry, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, President
Beta Nutrient Technology, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, President
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LIMITED PARTNERS:
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxx
The Xxxxxxxx Family Partnership, Ltd.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, General Partner
/s/ Xxxxxxx X. Xxxx
------------------------------------------------
Xxxxxxx X. Xxxx
/s/ Xxxx X. Xxxxxxx
------------------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxx X. Xxxxxxx
------------------------------------------------
Xxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx
------------------------------------------------
Xxxx X. Xxxxxx
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