AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Plan") is made this 24th day of March
1999, among Shur De Cor, Inc., a Nevada corporation ("Shur De Cor");
Interactive Marketing Technology, Inc., a New Jersey corporation, any and all
of its subsidiaries and fictitious names (hereinafter collectively referred to
as "IMT") and its shareholders (hereinafter "Shareholders").
Shur De Cor wishes to acquire one hundred percent (100%) of the issued
and outstanding stock of IMT for and in exchange for stock of Shur De Cor, in
statutory merger intending to qualify as a tax-free exchange pursuant to Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended. The parties
intend for this Plan to represent the terms and conditions of such tax-free
reorganization, which Plan the parties hereby adopt.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, IT IS AGREED:
Section 1
Terms of Exchange
1.1 Number of Shares. Upon the execution hereof, the holders of all the
issued and outstanding stock of IMT agree to assign, transfer, and deliver to
Shur De Cor, free and clear of all liens, pledges, encumbrances, charges,
restrictions or known claims of any kind, nature or description, all of their
shares of IMT stock, and Shur De Cor agrees to acquire such shares on the date
thereof, or as soon as practicable thereafter, by issuing and delivering in
exchange therefore solely common shares of Shur De Cor's stock, par value
$0.001, in the aggregate of 12,404,000 shares, of the then issued and
outstanding shares of Shur De Cor subject to the provisions of this Plan.
Subsequent to the date hereof, the Shareholders shall, upon the surrender of
the IMT certificates representing their respective beneficial and record
ownership one hundred percent (100%) of the issued and outstanding shares of
IMT to Shur De Cor, as soon as practicable hereafter, and further provided an
exemption from the registration provisions of Section 5 of the Securities Act
of 1933 is available for the issuance thereof, the Shareholders shall be
entitled to receive a certificate(s) evidencing shares of the exchanged Shur
De Cor stock as provided for herein. Upon the consummation of the transaction
contemplated herein, Shur De Cor shall merge with IMT and become the surviving
corporation.
1.2 Anti-Dilution. For all relevant purposes of this Plan, the number
of Shur De Cor shares to be issued and delivered pursuant to this Plan shall
be appropriately adjusted to take into account any stock split, stock
dividend, reverse stock split, recapitalization, or similar change in Shur De
Cor common stock, which may occur between the date of the execution of this
Plan and the date of the delivery of such shares.
1.3 Delivery of Certificates. The Shareholders shall transfer to Shur
De Cor at the closing provided for in Section 2 (the "Closing") the shares of
common stock of IMT listed opposite their respective names on Exhibit A hereto
(the "IMT shares") in exchange for shares of the common stock of Shur De Cor
as outlined above in Section 1.1 hereof (the "Shur De Cor Stock"). All of
such shares of Shur De Cor stock shall be issued at the closing to the
Shareholders, in the numbers shown opposite their respective names in Exhibit
"A." The transfer of IMT shares by the Shareholders shall be effected by the
delivery to Shur De Cor at the Closing of certificates representing the
transferred shares endorsed in blank or accompanied by stock powers executed
in blank, with all signatures guaranteed by a national bank and with all
necessary transfer taxes and other revenue stamps affixed and acquired at the
Shareholders' expense.
1.4 Further Assurances. Subsequent to the execution hereof, and from
time to time thereafter, the Shareholders shall execute such additional
instruments and take such other action as Shur De Cor may request in order to
more effectively sell, transfer and assign clear title and ownership in the
IMT shares to Shur De Cor.
Section 2
Closing
2.1 Closing. The Closing contemplated by Section 1.3 shall be held at
the law offices of Xxxxxx X. Xxxxxxx, Esq. on or before March 1, 1999 or at
such other time or place as may be mutually agreed upon in writing by the
parties. The Closing may also be accomplished by wire, express mail or other
courier service, conference telephone communications or as otherwise agreed by
the respective parties or their duly authorized representatives. In any
event, the closing of the transactions contemplated by this Plan shall be
effected as soon as practicable after all of the conditions contained herein
have been satisfied.
2.2 Closing Events. At the Closing, each of the respective parties
hereto shall execute, acknowledge and deliver (or shall cause to be executed,
acknowledged, and delivered) any agreements, resolutions, rulings, or other
instruments required by this Plan to be so delivered at or prior to Closing,
together with such other items as may be reasonably requested by the parties
hereto and their respective legal counsel in order to effectuate or evidence
the transaction contemplated hereby.
2.3 Mediation Arbitration. If a dispute arises out of or relates to
this Plan, or the breach thereof, and if said dispute cannot be settled
through direct discussions, the parties agree to first endeavor to settle the
dispute in an amicable manner by mediation under the Commercial Mediation
Rules of the American Arbitration Association, before resorting to
arbitration. Thereafter, any unresolved controversy or claim arising out of
or relating this Plan, or breach thereof, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the Award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
Section 3
Representations, Warranties and Covenants of Shur De Cor
Shur De Cor represents and warrants to, and covenants with, the
Shareholders and IMT as follows:
3.1 Corporate Status. Shur De Cor is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
Shur De Cor has full corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances,
and orders of public authorities to own all of its properties and assets and
to carry on its business on all material respects as it is now being
conducted, and there is no jurisdiction in which the character and location of
the assets owned by it, or the nature of the business transacted by it,
requires qualification. Included in the Shur De Cor schedules (defined below)
are complete and correct copies of its Articles of Incorporation and Bylaws as
in effect on the date hereof. The execution and delivery of this Plan does
not, and the consummation of the transactions contemplated hereby will not,
violate any provision of Shur De Cor's Articles of Incorporation or Bylaws.
Shur De Cor has taken all action required by law, its Articles of
Incorporation, its Bylaws, or otherwise, to authorize the execution and
delivery of this Plan.
3.2 Capitalization. The authorized capital stock of Shur De Cor as of
the date hereof consists of 20,000,000 common shares, par value $0.001. The
common shares of Shur De Cor issued and outstanding are fully paid,
non-assessable shares. There are no outstanding options, warrants,
obligations convertible into shares of stock, or calls or any understanding,
agreements, commitments, contracts or promises with respect to the issuance of
Shur De Cor's common stock or with regard to any options, warrants or other
contractual rights to acquire any of Shur De Cor's authorized but unissued
common shares.
3.3 Financial Statements.
(a) Shur De Cor hereby warrants and covenants to IMT that the
audited financial statements for the period ended June 30, 1998 and for the
year ended December 31, 1997, fairly and accurately represent the financial
condition of Shur De Cor and that no material change has occurred in the
financial condition of Shur De Cor.
(b) Shur De Cor hereby warrants and represents that the audited
financial statements for the periods set forth in subparagraph (a), supra,
fairly and accurately represent the financial condition of Shur De Cor as
submitted heretofore to IMT for examination and review.
3.4 Conduct of Business. Shur De Cor will use its best efforts to
maintain and preserve its business organization, employee relationships and
goodwill intact, and will not, without the prior written consent of IMT, enter
into any material commitments except in the ordinary course of business.
Shur De Cor will conduct itself in the following manner pending the
Closing:
(a) Certificate of Incorporation and Bylaws. No change will be
made in the Articles of Incorporation or Bylaws of Shur De Cor. Except as
contemplated in Sections 3.14 and 3.15 of this Plan.
(b) Capitalization, etc. Shur De Cor will not make any change in
its authorized or issued shares of any class, declare or pay any dividend or
other distribution, or issue, encumber, purchase or otherwise acquire any of
its shares of any class. Except as contemplated in Sections 3.14 and 3.15 of
this Plan.
3.5 Options, Warrants and Rights. Shur De Cor has no options, warrants
or stock appreciation rights related to the authorized but unissued Shur De
Cor common stock. There are no existing options, warrants, calls, or
commitments of any character relating to the authorized and unissued Shur De
Cor common stock, except options, warrants, calls, or commitments, if any, to
which Shur De Cor is not a party and by which it is not bound.
3.6 Title to Property. Shur De Cor has good and marketable title to all
of its properties and assets, real and personal, proprietary or otherwise, as
will be reflected in the balance sheets of Shur De Cor, and the properties and
assets of Shur De Cor are subject to no mortgage, pledge, lien or encumbrance,
unless as otherwise disclosed in its financial statements.
3.7 Litigation. There are no material actions, suits, or proceedings,
pending, or, to the best knowledge of Shur De Cor, threatened by or against or
effecting Shur De Cor at law or in equity, or before any governmental agency
or instrumentality, domestic or foreign, or before any arbitrator of any kind;
Shur De Cor does not have any knowledge of any default on its part with
respect to any judgment, order, writ, injunction, decree, warrant, rule, or
regulation of any court, arbitrator, or governmental agency or
instrumentality.
3.8 Books and Records. From the date hereof, and for any reasonable
period subsequent thereto, Shur De Cor and its present management will (i)
give to the Shareholders and IMT, or their duly authorized representatives,
full access, during normal business hours, to all of its books, records,
contracts and other corporate documents and properties so that the
Shareholders and IMT, or their duly authorized representatives, may inspect
them; and (ii) furnish such information concerning the properties and affairs
of Shur De Cor as the Shareholders and IMT, or their duly authorized
representatives, may reasonably request. Any such request to inspect Shur De
Cor's books shall be directed to Shur De Cor's counsel, Xxxxxx X. Xxxxxxx, at
the address set forth herein under Section 10.4 Notices.
3.9 Confidentiality. Until the Closing (and thereafter if there is no
Closing), Shur De Cor and its representatives will keep confidential any
information which they obtain from the Shareholders or from IMT concerning its
properties, assets and the proposed business operations of IMT. If the terms
and conditions of this Plan imposed on the parties hereto are not consummated
on or before 5:00 p.m. MST on March 1, 1999 or otherwise waived or extended in
writing to a date mutually agreeable to the parties hereto, Shur De Cor will
return to IMT all written matter with regard to IMT obtained in connection
with the negotiations or consummation of this Plan.
3.10 Conflict with Other Instruments. The transactions contemplated by
this Plan will not result in the breach of any term or provision of, or
constitute a default under any indenture, mortgage, deed of trust, or other
material agreements or instrument to which Shur De Cor was or is a party, or
to which any of its assets or operations are subject, and will not conflict
with any provision of the Articles of Incorporation or Bylaws of Shur De Cor.
3.11 Corporate Authority. Shur De Cor has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder
and will deliver to the Shareholders and IMT, or their respective
representatives, at the Closing, a certified copy of resolutions of its Board
of Directors authorizing execution of this Plan by its officers and
performance thereunder.
3.12 Consent of Shareholders. Shur De Cor hereby warrants and
represents that the Shareholders of Shur De Cor, being the owners of a
majority of the issued and outstanding stock of the Corporation consented in
writing to the authorization to execute this Agreement and Plan of
Reorganization as between Shur De Cor and IMT pursuant to a stock-for-stock
transaction in which Shur De Cor would acquire one hundred percent of the
issued and outstanding shares of IMT in exchange for the issuance of a total
of 12,404,000 common shares of Shur De Cor and thereby IMT shall merge with
and into Shur De Cor.
3.13 Resignation of Directors. Upon the Closing, the current directors
of Shur De Cor shall submit their resignations.
3.14 Name of the Corporation. At the Closing, the Board of Directors of
Shur De Cor will adopt a resolution to change the name of Shur De Cor to
Interactive Marketing Technology, Inc.
3.15 Authorized Capital. At the Closing, the Board of Directors of Shur
De Cor will adopt a resolution to increase the authorized capital stock of the
Shur De Cor from 20,000,000 common shares to 60,000,000.
3.16 Special Covenants and Representations Regarding the Exchanged Shur
De Cor Stock. The consummation of this Plan and the transactions herein
contemplated include the issuance of the exchanged Shur De Cor shares to the
Shareholders, which constitutes an offer and sale of securities under the
Securities Act of 1933, as amended, and applicable states' securities laws.
Such transaction shall be consummated in reliance on exemptions from the
registration and prospectus requirements of such statutes which depend
interlace on the circumstances under which the Shareholders acquire such
securities. In connection with the reliance upon exemptions from the
registration and prospectus delivery requirements for such transactions, at
the Closing, Shareholders shall cause to be delivered to Shur De Cor a
Letter(s) of Investment Intent in the form attached hereto as Exhibit B and
incorporated herein by reference.
3.17 Undisclosed or Contingent Liabilities. Shur De Cor hereby
represents and warrants that it has no undisclosed or contingent liabilities
which have not been disclosed to IMT in writing or in this Agreement or in any
Exhibit attached hereto.
3.18 Information. The information concerning Shur De Cor set forth in
this Plan, and the Shur De Cor schedules attached hereto, are complete and
accurate in all material respects and do not contain, or will not contain,
when delivered, any untrue statement or a material fact or omit to state a
material fact the omission of which would be misleading to IMT in connection
with this Plan.
3.19 Title and Related Matters. Shur De Cor has good and marketable
title to all of its properties, interests in properties, and assets, real and
personal, which are reflected, or will be reflected, in the Shur De Cor
balance sheets, free and clear of any and all liens and encumbrances.
3.20 Contracts or Agreements. Shur De Cor is not bound by any material
contracts, agreements or obligations which it has not already disclosed to IMT
in writing or in this Agreement or in any Exhibit attached hereto.
3.21 Governmental Authorizations. Shur De Cor has all licenses,
franchises, permits and other government authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted on the date hereof.
3.22 Compliance with Laws and Regulations. Shur De Cor has complied
with all applicable statutes and regulations of any federal, state, or other
applicable jurisdiction or agency thereof, except to the extent that
noncompliance would not materially and adversely effect the business,
operations, properties, assets, or condition of Shur De Cor or except to the
extent that noncompliance would not result in the occurrence of any material
liability, not otherwise disclosed to IMT.
3.23 Approval of Plan. The Board of Directors of Shur De Cor has
authorized the execution and delivery of this Plan by Shur De Cor and have
approved the Plan and the transactions contemplated hereby. Shur De Cor has
full power, authority, and legal right to enter into this Plan and to
consummate the transactions contemplated hereby.
3.24 Investment Intent. Shur De Cor is acquiring the IMT shares to be
transferred to it under this Plan for the purpose of merging with IMT and not
with a view to the sale or distribution thereof, and Shur De Cor shall cancel
the IMT shares upon the completion of the merger.
3.25 Unregistered Shares and Access to Information. Shur De Cor
understands that the offer and sale of the IMT shares have not been registered
with or reviewed by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or with or by any state securities law
administrator, and no federal, state securities law administrator has reviewed
or approved any disclosure or other material concerning IMT or the IMT shares.
Shur De Cor has been provided with and reviewed all information concerning
IMT, the IMT shares as it has considered necessary or appropriate as a prudent
and knowledgeable investor to enable it to make an informed investment
decision concerning the IMT shares. Shur De Cor has made an investigation as
to the merits and risks of its acquisition of the IMT Shares and has had the
opportunity to ask questions of, and has received satisfactory answers from,
the officers and directors of IMT concerning IMT, the IMT shares and related
matters, and has had an opportunity to obtain additional information necessary
to verify the accuracy of such information and to evaluate the merits and
risks of the proposed acquisition of the IMT shares.
3.26 Obligations. Shur De Cor is not aware of any outstanding
obligations to any of its employees or consultants as of the Closing.
3.27 Shur De Cor Schedules. Shur De Cor has delivered to IMT the
following items listed below, hereafter referred to as the "Shur De Cor
Schedules", which is hereby incorporated by reference and made a part hereof.
A certification executed by a duly authorized officer of Shur De Cor on or
about the date within the Plan is executed to certify that the Shur De Cor
Schedules are true and correct.
(a) Copy of Articles of Incorporation, as amended, and Bylaws;
(b) Financial statements;
(c) Shareholder list;
(d) Resolution of Directors approving Plan;
(e) Consent of Shareholders approving Plan;
(f) Opinion of counsel as required under Section 6.4 of the Plan;
(g) Officers' Certificate as required under Section 6.2 of the
Plan;
(h) Certificate of Good Standing.
Section 4
Representations, Warranties and Covenants of IMT
IMT represents and warrants to, and covenants with, the Shareholders and
Shur De Cor as follows:
4.1 Corporate Status. IMT is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey
incorporated on April 21, 1998. IMT has full corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business on all material respects as
it is now being conducted, and there is no jurisdiction in which the character
and location of the assets owned by it, or the nature of the business
transacted by it, requires qualification. Included in the IMT schedules
(defined below) are complete and correct copies of its Articles of
Incorporation and Bylaws as in effect on the date hereof. The execution and
delivery of this Plan does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of IMT's Articles of
Incorporation or Bylaws. IMT has taken all action required by law, its
Articles of Incorporation, its Bylaws, or otherwise, to authorize the
execution and delivery of this Plan.
4.2 Capitalization. The authorized capital stock of IMT as of the date
hereof consists of 2,500 common shares. As of the date hereof all common
shares of IMT issued and outstanding are fully paid, non-assessable shares.
There are no outstanding options, warrants, obligations convertible into
shares of stock, or calls or any understanding, agreements, commitments,
contracts or promises with respect to the issuance of IMT's common stock or
with regard to any options, warrants or other contractual rights to acquire
any of IMT's authorized but unissued common shares.
4.3 Conduct of Business. IMT will use its best efforts to maintain and
preserve its business organization, employee relationships and goodwill
intact, and will not, without the prior written consent of Shur De Cor, enter
into any material commitments except in the ordinary course of business.
IMT agrees that IMT will conduct itself in the following manner pending
the Closing:
(a) Certificate of Incorporation and Bylaws. No change will be
made in the Certificate of Incorporation or Bylaws of IMT.
(b) Capitalization, etc. IMT will not make any change in its
authorized or issued shares of any class, declare or pay any dividend or other
distribution, or issue, encumber, purchase or otherwise acquire any of its
shares of any class.
4.4 Title to Property. IMT has good and marketable title to all of its
properties and assets, real and personal, proprietary or otherwise, as will be
reflected in the balance sheets of IMT, and the properties and assets of IMT
are subject to no mortgage, pledge, lien or encumbrance, unless as otherwise
disclosed in its financial statements.
4.5 Litigation. There are no material actions, suits, or proceedings,
pending, or, to the best knowledge of IMT, threatened by or against or
effecting IMT at law or in equity, or before any governmental agency or
instrumentality, domestic or foreign, or before any arbitrator of any kind;
IMT does not have any knowledge of any default on its part with respect to any
judgment, order, writ, injunction, decree, warrant, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.
4.6 Books and Records. From the date hereof, and for any reasonable
period subsequent thereto, IMT and its present management will (i) give to
Shur De Cor, or their duly authorized representatives, full access, during
normal business hours, to all of its books, records, contracts and other
corporate documents and properties so that Shur De Cor, or their duly
authorized representatives, may inspect them; and (ii) furnish such
information concerning the properties and affairs of IMT as the Shareholders
and IMT, or their duly authorized representatives, may reasonably request.
Any such request to inspect IMT's books shall be directed to IMT's
representative, at the address set forth herein under Section 10.4 Notices.
4.7 Confidentiality. Until the Closing (and thereafter if there is no
Closing), IMT and its representatives will keep confidential any information
which they obtain from the Shareholders or from IMT concerning its properties,
assets and the proposed business operations of IMT. If the terms and
conditions of this Plan imposed on the parties hereto are not consummated on
or before 5:00 p.m. MST on March 1, 1999 or otherwise waived or extended in
writing to a date mutually agreeable to the parties hereto, IMT will return to
Shur De Cor all written matter with regard to Shur De Cor obtained in
connection with the negotiations or consummation of this Plan.
4.8 Investment Intent. The Shareholders represent and covenant that
they are acquiring the unregistered and restricted common shares of Shur De
Cor to be delivered to them under this Plan for investment purposes and not
with a view to the subsequent sale or distribution thereof, and as agreed,
supra, the Shareholders, their successors and assigns agree to execute and
deliver to Shur De Cor on the date of Closing or no later than the date on
which the restricted shares are issued and delivered to the Shareholders,
their assigns, or designees, an Investment Letter similar in form to that
attached hereto as Exhibit B.
4.9 Unregistered Shares and Access to Information. IMT and the
Shareholders understand that the offer and sale of Shur De Cor shares to be
exchanged for the IMT shares have not been registered with or reviewed by the
securities and Exchange Commission under the Securities Act of 1933, as
amended, or with or by any state securities law administrator, and no federal
or state securities law administrator has reviewed or approved any disclosure
or other material facts concerning Shur De Cor or Shur De Cor stock. IMT and
the Shareholders have been provided with and reviewed all information
concerning Shur De Cor and Shur De Cor shares, to be exchanged for the IMT
shares as they have considered necessary or appropriate as prudent and
knowledgeable investors to enable them to make informed investment decisions
concerning the Shur De Cor shares, to be exchanged for the IMT shares. IMT
and the Shareholders have made an investigation as to the merits and risks of
their acquisition of the Shur De Cor shares, to be exchanged for the IMT
shares and have had the opportunity to ask questions of, and have received
satisfactory answers from, the officers and directors of Shur De Cor
concerning Shur De Cor shares to be exchanged for the IMT shares and related
matters, and have had an opportunity to obtain additional information
necessary to verify the accuracy of such information and to evaluate the
merits and risks of the proposed acquisition of the Shur De Cor shares to be
exchanged for the IMT shares.
4.10 Title to Shares. The Shareholders are the beneficial and record
owners, free and clear of any liens and encumbrances, of whatever kind or
nature, of all of the shares of IMT of whatever class or series, which the
Shareholders have contracted to exchange.
4.11 Contracts.
(a) Set forth in the IMT Schedules are copies or descriptions of
all material contracts which written or oral, all agreements, franchises,
licenses, or other commitments to which IMT is a party or by which IMT or its
properties are bound.
(b) Except as may be set forth in the IMT Schedules, IMT is not a
party to any contract, agreement, corporate restriction, or subject to any
judgment, order, writ, injunction, decree, or award, which materially and
adversely effect the business, operations, properties, assets, or conditions
of IMT.
(c) Except as set forth in the IMT Schedules, IMT is not a party to
any material oral or written (i) contract for employment of any officer which
is not terminable on 30 days (or less) notice; (ii) profit sharing, bonus,
deferred compensation, stock option, severance, or any other retirement plan
of arrangement covered by Title IV of the Employee Retirement Income Security
Act, as amended, or otherwise covered; (iii) agreement providing for the sale,
assignment or transfer of any of its rights, assets or properties, whether
tangible or intangible, except sales of its property in the ordinary course of
business with a value of less than $2,000; or (iv) waiver of any right of any
value which in the aggregate is extraordinary or material concerning the
assets or properties scheduled by IMT, except for adequate value and pursuant
to contract. IMT has not entered into any material transaction which is not
listed in the IMT Schedules or reflected in the IMT financial statements.
4.12 Material Contract Defaults. IMT is not in default in any material
respect under the terms of any contract, agreement, lease or other commitment
which is material to the business, operations, properties or assets, or
condition of IMT, and there is no event of default or event which, with notice
of lapse of time or both, would constitute a default in any material respect
under any such contract, agreement, lease, or other commitment in respect of
which IMT has not taken adequate steps to prevent such default from occurring,
or otherwise compromised, reached a satisfaction of, or provided for
extensions of time in which to perform under any one or more contract
obligations, among others.
4.13 Conflict with Other Instruments. The consummation of the within
transactions will not result in the breach of any term or provision of, or
constitute a default under any indenture, mortgage, deed of trust, or other
material agreement or instrument to which IMT was or is a party, or to which
any of its assets or operations are subject, and will not conflict with any
provision of the Articles of Incorporation or Bylaws of IMT.
4.14 Governmental Authorizations. IMT is in good standing in the State
of New Jersey. Except for compliance with federal and state securities laws,
no authorization, approval, consent or order of, or registration, declaration,
or filing with, any court or other governmental body is required in connection
with the execution and delivery by IMT of this Plan and the consummation by
IMT of the transactions contemplated hereby.
4.15 Compliance with Laws and Regulations. IMT has complied with all
applicable statutes and regulations of any federal, state, or other applicable
jurisdiction or agency thereof, except to the extent that noncompliance would
not materially and adversely effect the business, operations, properties,
assets, or condition of IMT or except to the extent that noncompliance would
not result in the occurrence of any material liability, not otherwise
disclosed to Shur De Cor.
4.16 Approval of Plan. The Board of Directors of IMT have authorized
the execution and delivery of this Plan by IMT and have approved the Plan and
the transactions contemplated hereby. IMT has full power, authority, and
legal right to enter into this Plan and to consummate the transactions
contemplated hereby.
4.17 Information. The information concerning IMT set forth in this
Plan, and the IMT Schedules attached hereto, are complete and accurate in all
material respects and do not contain, or will not contain, when delivered, any
untrue statement or a material fact or omit to state a material fact the
omission of which would be misleading to Shur De Cor in connection with this
Plan.
4.18 IMT Schedules. IMT has delivered to Shur De Cor the following
items listed below, hereafter referred to as the "IMT Schedules", which is
hereby incorporated by reference and made a part hereof. A certification
executed by a duly authorized officer of IMT on or about the date within the
Plan is executed to certify that the IMT Schedules are true and correct.
(a) Copy of Articles of Incorporation and Bylaws;
(b) Financial Statements;
(c) A schedule setting forth the shareholders, together with the
number of shares owned beneficially or of record by each (also attached as
Exhibit A);
(d) Resolutions of Board of Directors approving Plan;
(e) Consent of Shareholders approving Plan;
(f) A list of key employees, including current compensation,
with notation as to job description and whether or not such employee is
subject to written contract, and if subject to a contract or employment
agreement, a copy of the same;
(g) A schedule showing the name and location of each bank or
other institution with which IMT has an account and the names of the
authorized persons to draw thereon or having access thereto;
(h) A schedule setting forth all material contracts;
(i) Officers' Certificate as required by Section 7.2 of the
Plan;
(j) Certificate of Good Standing
Section 5
Special Covenants
5.1 IMT Information Incorporated in Shur De Cor's Reports. IMT
represents and warrants to Shur De Cor that all the information furnished
under this Plan shall be true and correct in all material respects and that
there is no omission of any material fact required to make the information
stated not misleading. IMT agrees to indemnify and hold Shur De Cor harmless,
including each of its Directors and Officers, and each person, if any, who
controls such party, under any applicable law from and against any and all
losses, claims, damages, expenses or liabilities to which any of them may
become subject under applicable law, or reimburse them for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such actions, whether or not resulting in liability, insofar as
such losses, claims, damages, expenses, liabilities or actions arise out of or
are based on any untrue statement, alleged untrue statement, or omission of a
material fact contained in such information delivered hereunder.
5.2 Shur De Cor Information Incorporated in IMT's Reports. Shur De Cor
represents and warrants to IMT that all the information furnished under this
Plan shall be true and correct in all material respects and that there is no
omission of any material fact required to make the information stated not
misleading. The current officers and directors of Shur De Cor agree to
indemnify and hold IMT harmless, including each of its Directors and Officers,
and each person, if any, who controls such party, under any applicable law
from and against any and all losses, claims, damages, expenses or liabilities
to which any of them may become subject under applicable law, or reimburse
them for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such actions, whether or not resulting in
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based on any untrue statement, alleged untrue
statement, or omission of a material fact contained in such information
delivered hereunder.
5.3 Special Covenants and Representations Regarding the Exchanged Shur
De Cor Stock. The consummation of this Plan and the transactions herein
contemplated, including the issuance of the Shur De Cor shares in exchange for
one hundred percent (100%) of the issued and outstanding shares of IMT to the
Shareholders constitutes the offer and sale of securities under the Securities
Act and the applicable state statutes, which depend, inter alia, on the
circumstances under which the Shareholders acquire such securities. Shur De
Cor intends to rely on the exemption of the registration provision of Section
5 of the Securities Act as provided for under Section 4.2 of the Securities
Act of 1933, which states "transactions not involving a public offering",
among others. Each Shareholder upon submission of his IMT shares and the
receipt of the Shur De Cor shares exchanged therefor, shall execute and
deliver to Shur De Cor a letter of investment intent to indicate, among other
representations, that the Shareholder is exchanging the IMT shares for Shur De
Cor shares for investment purposes and not with a view to the subsequent
distribution thereof. A proposed Investment Letter is attached hereto as
Exhibit B and incorporated herein by reference for the general use by the
Shareholders, as they may determine.
5.4 Action Prior to Closing. Upon the execution hereof until the
Closing date, and the completion of the consolidated audited financials,
(a) IMT and Shur De Cor will (i) perform all of its obligations
under material contracts, leases, insurance policies and/or documents relating
to its assets and business; (ii) use its best efforts to maintain and preserve
its business organization intact, to retain its key employees, and to maintain
its relationship with existing potential customers and clients; and (iii)
fully comply with and perform in all material respects all duties and
obligations imposed on it by all federal and state laws and all rules,
regulations, and orders imposed by all federal or state governmental
authorities.
(b) Neither IMT nor Shur De Cor will (i) make any change in its
Articles of Incorporation or Bylaws except and unless as contemplated pursuant
to Section 3 of this Plan; (ii) enter into or amend any contract, agreement,
or other instrument of the types described in the parties' schedules, except
that a party may enter into or amend any contract or other instrument in the
ordinary course of business involving the sale of goods or services, provided
that such contract does not involve obligations in excess of $10,000.
Section 6
Conditions Precedent to Obligations of
IMT and the Shareholders
All obligations of IMT and the Shareholders under this Plan are subject
to the satisfaction, on or before the Closing date, except as otherwise
provided for herein, or waived or extended in writing by the parties hereto,
of the following conditions:
6.1 Accuracy of Representations. The representations and warranties
made by Shur De Cor in this Plan were true when made and shall be true as of
the Closing date (except for changes therein permitted by this Plan) with the
same force and effect as if such representations and warranties were made at
and as of the Closing date; and, Shur De Cor shall have performed and complied
with all aspects of this Agreement, unless waived or extended in writing by
the parties hereto. IMT shall have been furnished with a certificate, signed
by a duly authorized executive officer of Shur De Cor and dated the Closing
date, to the foregoing effect.
6.2 Officers' Certificate. IMT and the Shareholders shall have been
furnished with a certificate dated the Closing date and signed by a duly
authorized executive officer of Shur De Cor, to the effect that no litigation,
proceeding, investigation, claim, demand or inquiry is pending, or to the best
knowledge of Shur De Cor, threatened, which might result in an action to
enjoin or prevent the consummation of the transactions contemplated by this
Plan, or which might result in any material adverse change in the assets,
properties, business, or operations of Shur De Cor, and that this Agreement
has been complied with in all material respects.
6.3 No Material Adverse Change. Prior to the Closing date, there shall
have not occurred any material adverse change in the financial condition,
business or operations of Shur De Cor, nor shall any event have occurred
which, with lapse of time or the giving of notice or both, may cause or create
any material adverse change in the financial condition, business or operations
of Shur De Cor, except as otherwise disclosed to IMT.
6.4 Opinion of Counsel of Shur De Cor. Shur De Cor shall furnish to IMT
and the Shareholders an opinion dated as of the Closing date and in form and
substance satisfactory to IMT and the Shareholders to the effect that:
(a) Shur De Cor is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Nevada, and with all
requisite corporate power to perform its obligations under this Plan.
(b) The business of Shur De Cor, as presently conducted, including,
upon the consummation hereof, the ownership of all of the issued and
outstanding shares of IMT, does not require it to register it to do business
as a foreign corporation on any jurisdiction other than under the jurisdiction
of its Articles of Incorporation or Bylaws and Shur De Cor has complied to the
best of its knowledge in all material respects with all the laws, regulations,
licensing requirements and orders applicable to its business activities and
has filed with the proper authorities, including the Department of Commerce,
Division of Corporations, and Secretary of State for the State of Nevada, all
statements and reports required to be filed.
(c) The authorized and outstanding capital stock of Shur De Cor as
set forth in Section 3.2 above, and all issued and outstanding shares have
been duly and validly authorized and issued and are fully paid and
non-assessable.
(d) There are no material claims, suits or other legal proceedings
pending or threatened against Shur De Cor of any court or before or by any
governmental body which might materially effect the business of Shur De Cor or
the financial condition of Shur De Cor as a whole and no such claims, suits or
legal proceedings are contemplated by governmental authorities against Shur De
Cor.
(e) To the best knowledge of such counsel, the consummation of the
transactions contemplated by this Plan will not violate or contravene the
provisions of the Certificate of Incorporation or Bylaws of Shur De Cor, or
any contract, agreement, indenture, mortgage, or order by which Shur De Cor is
bound.
(f) This Plan constitutes a legal, valid and binding obligation of
Shur De Cor enforceable in accordance with its terms, subject to the effect of
any bankruptcy, insolvency, reorganization, moratorium, or similar law
effecting creditors' rights generally and general principles of equity
(regardless of whether such principles are considered in a proceeding in
equity or law).
(g) The execution and delivery of this Plan and the consummation of
the transactions contemplated hereby have been ratified by a majority of the
Shareholders of Shur De Cor and have been duly authorized by its Board of
Directors.
(h) Shur De Cor has not, nor will it undertake any action, the
result of which would endanger the tax-free nature of the Plan.
6.5 Good Standing. IMT shall have received a Certificate of Good
Standing from the State of Nevada, dated within sixty (60) days prior to
Closing, but in no event later than ten days subsequent to the execution
hereof certifying that Shur De Cor is in good standing as a corporation in the
State of Nevada.
6.6 Other Items. IMT and the Shareholders shall have received such
further documents, certifications or instruments relating to the transactions
contemplated hereby as IMT and the Shareholders may reasonably request.
Section 7
Conditions Precedent to Obligations of Shur De Cor
All obligations of Shur De Cor under this Plan are subject, at its
option, to the fulfillment, before the Closing, of each of the following
conditions:
7.1 Accuracy of Representations. The representations and warranties
made by IMT and the Shareholders under this Plan were true when made and shall
be true as of the Closing date (except for changes therein permitted by this
Plan) with the same force and effect as if such representations and warranties
were made at and as of the Closing date; and, Shur De Cor shall have performed
and complied with all aspects of this Agreement, unless waived or extended in
writing by the parties hereto. Shur De Cor shall have been furnished with a
certificate, signed by a duly authorized executive officer of IMT and dated
the Closing date, to the foregoing effect.
7.2 Officers' Certificate. Shur De Cor shall have been furnished with a
certificate dated the Closing date and signed by a duly authorized executive
officer of IMT, to the effect that no litigation, proceeding, investigation,
claim, deed, or inquiry is pending, or to the best knowledge of IMT,
threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Plan, or which might
result in any material adverse change in the assets, properties, business, or
operations of IMT, and that this Agreement has been complied with in all
material respects.
7.3 No Material Adverse Change. Prior to the Closing date, there shall
have not occurred any material adverse change in the financial condition,
business or operations of Shur De Cor, nor shall any event have occurred
which, with lapse of time or the giving of notice or both, may cause or create
any material adverse change in the financial condition, business or operations
of IMT, except as otherwise disclosed to Shur De Cor.
7.4 Good Standing. Shur De Cor shall have received a Certificate of
Good Standing from the State of New Jersey, dated within sixty (60) days prior
to Closing, but in no event later than ten days subsequent to the execution
hereof certifying that IMT is in good standing as a corporation in the State
of New Jersey.
7.5 Dissenters' Rights Waived. Shareholders representing at one hundred
percent (100%) of the issued and outstanding shares of IMT, and each of them,
have agreed and hereby waive any dissenters' rights, if any, under the laws of
the State of New Jersey in regards to any objection to this Plan as outlined
herein and otherwise consent to and agree and authorize the execution and
consummation of the within Plan in accordance to the terms and conditions of
this Plan by the management of IMT.
7.6 Other Items. Shur De Cor shall have received such further
documents, certifications or instruments relating to the transactions
contemplated hereby as Shur De Cor may reasonably request.
7.7 Execution of Investment Letter. The Shareholders shall have
executed and delivered copies of Exhibit B to Shur De Cor.
Section 8
Termination
8.1 Termination by IMT or the Shareholders. This Plan may be terminated
at any time prior to the Closing date by action of IMT or the Shareholders, if
Shur De Cor shall fail to comply in any material respect with any of the
covenants or agreements contained in this Plan, or if any of its
representations and warranties contained herein shall be inaccurate in any
material respect.
8.2 Termination by Shur De Cor. This Plan may be terminated at any time
prior to the Closing date by action of Shur De Cor if IMT shall fail to comply
in any material respect with any of the covenants or agreements contained in
this Plan, or if any of its representations or warranties contained herein
shall be inaccurate in any material respect.
8.3 Termination by Mutual Consent
(a) This Plan may be terminated at any time prior to the Closing
date by mutual consent of Shur De Cor, expressed by action of its Board of
Directors, IMT or the Shareholders.
(b) If this Plan is terminated pursuant to Section 8, this Plan
shall be of no further force and effect and no obligation, right or liability
shall arise hereunder. Each party shall bare its own costs in connection
herewith.
Section 9
Shareholders' Representative
The Shareholders hereby irrevocably designate and appoint Xxxxx X. Xxx,
as their agent and attorney in fact (the "Shareholders' Representative") with
full power and authority until the Closing to execute, deliver and receive on
their behalf all notices, requests and other communications hereunder; to fix
and alter on their behalf the date, time and place of the Closing; to waive,
amend or modify any provisions of this Plan and to take such other action on
their behalf in connection with this Plan, the Closing and the transactions
contemplated hereby as such agent deems appropriate; provided, however, that
no such waiver, amendment or modification may be made if it would decrease the
number of shares to be issued to the Shareholders under Section 1 hereof or
increase the extent of their obligation to Shur De Cor hereunder, unless
agreed in writing by the Shareholders.
Section 10
General Provisions
10.1 Further Assurances. At any time, and from time to time, after the
Closing date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of the Plan.
10.2 Payments of Costs and Fees. Shur De Cor and IMT shall each bear
their own costs and expenses, including any legal and accounting fees in
connection with the negotiation, execution and consummation of the Plan.
10.3 Press Release and Shareholders' Communications. On the date of
Closing, or as soon thereafter as practicable, IMT and the Shareholders shall
cause to have promptly prepared and disseminated a IMT release concerning the
execution and consummation of the Plan, such press release and communication
to be released promptly and within the time required by the laws, rules and
regulations as promulgated by the United States Securities and Exchange
Commission, and concomitant therewith to cause to be prepared a full and
complete letter to Shur De Cor's shareholders which shall contain information
required by Regulation 240.14f-1 as promulgated under Section 14(f) as
mandated under the Securities and Exchange Act of 1934, as amended.
10.4 Notices. All notices and other communications required or
permitted hereunder shall be sufficiently given if personally delivered, sent
by registered mail, or certified mail, return receipt requested, postage
prepaid, or by facsimile transmission addressed to the following parties
hereto or at such other addresses as follows:
If to Shur De Cor: Shur De Cor, Inc.
000 Xxxxx 000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
With a copy to: Xxxxxx X. Xxxxxxx
525 South 000 Xxxx
Xxxx Xxxx Xxxx, Xxx Xxxxxx 00000
If to IMT: Interactive Marketing Technology, Inc.
0000 Xxxxxx Xxxx., Xxxxx 000,
Xxxxxxx, Xxxxxxxxxx 00000
With a copy to: Xxxxx X. Xxx
00 Xxxxxxxxx Xxxx
Xxxxx Xxxx, Xxx Xxxxxx 00000
or at such other addresses as shall be furnished in writing by any party in
the manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed, sent
by facsimile transmission, or telegraphed.
10.5 Entire Agreement. This Plan represents the entire agreement
between the parties relating to the subject matter hereof, including any
previous letters of intent, understandings, or agreements between Shur De Cor,
IMT and the Shareholders with respect to the subject matter hereof, all of
which are hereby merged into this Plan, which alone fully and completely
expresses the agreement of the parties relating to the subject matter hereof.
Excepting the foregoing agreement, there are no other courses of dealing,
understandings, agreements, representations, or warranties, written or oral,
except as set forth herein.
10.6 Governing Law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada, except to the
extent preempted by federal law, in which event (and to that extent only)
federal law shall govern.
10.7 Tax Treatment. The transaction contemplated by this Plan is
intended to qualify as a "tax-free" reorganization under the provisions of
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended. IMT
and Shur De Cor acknowledge, however, that each are being represented by their
own tax advisors in connection with this transaction, and neither has made any
representations or warranties to the other with respect to treatment of such
transaction or any part or effect thereof under applicable tax laws,
regulations or interpretations; and no attorney's opinion or tax revenue
ruling has been obtained with respect to the tax consequences of the
transactions contemplated by the within Plan.
10.8 Attorney Fees. In the event that any party prevails in any action
or suit to enforce this Plan, or secure relief from any default hereunder or
breach hereof, the nonprevailing party or parties shall reimburse the
prevailing party or parties for all costs, including reasonable attorney fees,
incurred in connection therewith.
10.9 Amendment of Waiver. Every right and remedy provided herein shall
be cumulative with every other right and remedy, whether conferred herein, at
law or in equity, and may be enforced concurrently or separately, and no
waiver by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, therefore, or
thereafter occurring or existing. Any time prior to the expiration of thirty
(30) days from the date hereof, this Plan may be amended by a writing signed
by all parties hereto, with respect to any of the terms contained herein, and
any term or condition of this Plan may be waived or the time for performance
thereof may be extended by a writing signed by the party or parties for whose
benefit the provision is intended.
10.10 Counterparts. This Plan may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be
an original, and all of which together shall constitute one and the same
instruments.
10.11 Headings. The section and subsection headings in this Plan are
inserted for convenience only and shall not effect in any way the meaning or
interpretation of the Plan.
10.12 Parties in Interest. Except as may be otherwise expressly
provided herein, all terms and provisions of this Plan shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
beneficiaries, personal and legal representatives, and assigns.
IN WITNESS WHEREOF, the parties have executed this Plan and Agreement of
Reorganization effective the day and year first set forth above.
SHUR DE COR, INC.
Attest:
/s/ Xxxxx X. Xxxxxx
By: _____________________________________________
Its President
INTERACTIVE MARKETING TECHNOLOGY, INC.
Attest:
/s/ Xxxxx Xxxx
By: _____________________________________________
Its President
SHAREHOLDERS:
Attest:
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxx
_____________________ By:____________________________________________
Xxxxx Xxxx
Attest:
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxx
___________________ By: __________________________________________
Xxxxxx Xxxxxxx
Attest:
/s/ signature illegible /s/ Xxxx Bench
_____________________ By: ___________________________________________
Xxxx Bench
Attest:
/s/ signature illegible /s/ Xxxx Xxxxx
_____________________ By: ___________________________________________
Xxxx Xxxxx
Attest:
/s/ Xxxxxx Xxxxx /s/ Xxxxx X. Xxxx
_____________________ By: ___________________________________________
Xxxxx X. Xxxx
Attest:
/s/ signature illegible /s/ Xxxx Xxxxxxxx
_____________________ By: ___________________________________________
Xxxx Xxxxxxxx
Attest:
/s/ Xxxxxxxx Xxxxx /s/ Xxxxx Xxxxx
_____________________ By: ___________________________________________
Xxxxx Xxxxx
Attest:
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx Xxxx
_____________________ By: _____________________________________________
Xxxxxxx Xxxx
Attest:
/s/ signature illegible /s/ Xxxx Strumeirer
_____________________ By: ____________________________________________
Xxxx Strumeirer
Attest:
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
_____________________ By:_____________________________________________
Xxxxxxx Xxxxxx
Attest:
/s/ signature illegible /s/ Xxxxxxxx X. Xxxxxxxx
_____________________ By: ______________________________________________
Xxxxxxxx Xxxxxxxx
Attest:
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxxx Xxxxx
_____________________ By: _____________________________________________
Xxxxxxxx Xxxxx
Attest:
/s/ signature illegible /s/ Xxxxxx Xxxxxxx
_____________________ By: ______________________________________________
Xxxxxx Xxxxxxx
Attest:
/s/ signature illegible /s/ Xxxxx X. Xxxxxx
_____________________ By: _____________________________________________
Xxxxx X. Xxxxxx
Attest:
/s/ signature illegible /s/ Xxxxxxxx X. Xxxxxx
_____________________ By: ______________________________________________
Xxxxxxxx X. Xxxxxx
Attest:
/s/ signature illegible /s/ Xxxxxxxx Xxxxxx
_____________________ By: _____________________________________________
Xxxxxxxx Xxxxxx
Attest:
/s/ signature illegible /s/ Xxxxxxx X. Xxxxxx
_____________________ By: ______________________________________________
Xxxxxxx X. Xxxxxx
Attest:
/s/ Xxxxxx Phisah /s/ Xxx Xxxxxx
____________________ By: _____________________________________________
Xxx Xxxxxx
Attest:
/s/ Xxxx Xxxxx /s/ Xxxxx Xxxxxx
_____________________ By: ______________________________________________
Xxxxx Xxxxxx
Attest:
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxx
_____________________ By: _____________________________________________
Xxxxxxx Xxxxxxx
Attest:
/s/ signature illegible /s/ Xxx Xxxxxxx
_____________________ By: ______________________________________________
Xxx Xxxxxxx
Attest: The Kall Group, Inc.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxx
______________________ By:_____________________________________________
Schedule (e)
KEY EMPLOYEES OF INTERACTIVE MARKETING TECHNOLOGY, INC.
Name Annual Salary
Xxxxx Xxx No compensation at this time.
Xxxxx Xxxx No compensation at this time.
Schedule (f)
NAME AND LOCATION OF INTERACTIVE MARKETING TECHNOLOGY, INC.'S
BANK ACCOUNT AND AUTHORIZED SIGNATORIES
First Union National Bank
00 Xxxxxxx Xxx
Xxxxx Xxxx, Xxx Xxxxxx 00000
Authorized Signatories: Xxxxx X. Xxx
Xxxxx Xxxx
SHAREHOLDERS OF INTERACTIVE MARKETING TECHNOLOGY, INC.
Name Shares
The Kall Group, Inc. 1,142.5
Xxxxx Xxxx 1,142.5
Xxxxxx Xxxxxxx 10
Xxxx Bench 10
Xxxx Xxxxx 10
Xxxxx X. Xxxx 5
Xxxx Xxxxxxxx 25
Xxxxx Xxxxx 20
Xxxxxxx Xxxx 10
Xxxx Strumeirer 10
Xxxxxxx Xxxxxx 2
Xxxxxxxx Xxxxxxxx 2
Xxxxxxxx Xxxxx 1
Xxxxxx Xxxxxxx 40
Xxxxx X. Xxxxxx 10
Xxxxxxxx X. Xxxxxx 10
Xxxxxxxx Xxxxxx 10
Xxxxxxx X. Xxxxxx 10
Xxx Xxxxxx 5
Xxxxx Xxxxxx 5
Xxxxxxx Xxxxxxx 10
Xxx Xxxxxxx 10
TOTAL 2,500
EXHIBIT A
Name Shares of IMT Shares of Shur De Cor
----------------- -------------- ---------------------
The Kall Group, Inc. 1,142.5 5,677,000
Xxxxx Xxxx 1,142.5 5,677,000
Xxxxxx Xxxxxxx 10 50,000
Xxxx Bench 10 50,000
Xxxx Xxxxx 10 50,000
Xxxxx X. Xxxx 5 25,000
Xxxx Xxxxxxxx 25 125,000
Xxxxx Xxxxx 20 100,000
Xxxxxxx Xxxx 10 50,000
Xxxx Strumeirer 10 25,000
Xxxxxxx Xxxxxx 2 10,000
Xxxxxxxx Xxxxxxxx 2 10,000
Xxxxxxxx Xxxxx 1 5,000
Xxxxxx Xxxxxxx 40 200,000
Xxxxx X. Xxxxxx 10 50,000
Xxxxxxxx X. Xxxxxx 10 50,000
Xxxxxxxx Xxxxxx 10 50,000
Xxxxxxx X. Xxxxxx 10 50,000
Xxx Xxxxxx 5 25,000
Xxxxx Xxxxxx 5 25,000
Xxxxxxx Xxxxxxx 10 50,000
Xxx Xxxxxxx 10 50,000
Total 12,404,000
