Trunity Holdings, Inc. – Spin-Off and Asset Transfer Agreement (January 6th, 2016)
This 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.
Trunity Holdings, Inc. – ARTICLES OF INCORPORATION for Profit (January 6th, 2016)
In compliance with the requirements of Chapter 607, F.S., and for the purposes of forming a for-profit business corporation in Florida, the undersigned desire to form a corporation according to the following Articles of Incorporation.
Trunity Holdings, Inc. – Certificate of Incorporation of Trunity Holdings, Inc. (January 31st, 2012)
The undersigned, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does hereby certify as follows: