Registration of Securities (General Form) — Form 10 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-12G Registration of Securities (General Form) HTML 1.79M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 85K Liquidation or Succession
19: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, HTML 109K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 49K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 50K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 50K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 44K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, HTML 211K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, HTML 215K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, HTML 282K
Liquidation or Succession
10: EX-2.8.1 Plan of Acquisition, Reorganization, Arrangement, HTML 37K
Liquidation or Succession
11: EX-2.8.2 Plan of Acquisition, Reorganization, Arrangement, HTML 39K
Liquidation or Succession
12: EX-2.8.3 Plan of Acquisition, Reorganization, Arrangement, HTML 29K
Liquidation or Succession
13: EX-2.8.4 Plan of Acquisition, Reorganization, Arrangement, HTML 45K
Liquidation or Succession
14: EX-2.8.5 Plan of Acquisition, Reorganization, Arrangement, HTML 54K
Liquidation or Succession
15: EX-2.8.5A Plan of Acquisition, Reorganization, Arrangement, HTML 21K
Liquidation or Succession
16: EX-2.8.6 Plan of Acquisition, Reorganization, Arrangement, HTML 24K
Liquidation or Succession
17: EX-2.8.7 Plan of Acquisition, Reorganization, Arrangement, HTML 180K
Liquidation or Succession
18: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, HTML 112K
Liquidation or Succession
20: EX-3.1.1 Articles of Incorporation/Organization or By-Laws HTML 47K
21: EX-3.1.2 Articles of Incorporation/Organization or By-Laws HTML 44K
22: EX-3.1.3 Articles of Incorporation/Organization or By-Laws HTML 71K
23: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 112K
24: EX-4.1 Instrument Defining the Rights of Security Holders HTML 18K
33: EX-4.10 Instrument Defining the Rights of Security Holders HTML 41K
34: EX-4.10.1 Instrument Defining the Rights of Security Holders HTML 25K
35: EX-4.11 Instrument Defining the Rights of Security Holders HTML 40K
36: EX-4.11.1 Instrument Defining the Rights of Security Holders HTML 26K
37: EX-4.11.2 Instrument Defining the Rights of Security Holders HTML 28K
38: EX-4.11.3 Instrument Defining the Rights of Security Holders HTML 27K
39: EX-4.11.4 Instrument Defining the Rights of Security Holders HTML 27K
40: EX-4.12 Instrument Defining the Rights of Security Holders HTML 358K
41: EX-4.13 Instrument Defining the Rights of Security Holders HTML 166K
42: EX-4.14 Instrument Defining the Rights of Security Holders HTML 93K
43: EX-4.15 Instrument Defining the Rights of Security Holders HTML 48K
44: EX-4.16 Instrument Defining the Rights of Security Holders HTML 84K
25: EX-4.2 Instrument Defining the Rights of Security Holders HTML 18K
26: EX-4.3 Instrument Defining the Rights of Security Holders HTML 18K
27: EX-4.4 Instrument Defining the Rights of Security Holders HTML 225K
28: EX-4.5 Instrument Defining the Rights of Security Holders HTML 80K
29: EX-4.6 Instrument Defining the Rights of Security Holders HTML 125K
30: EX-4.7 Instrument Defining the Rights of Security Holders HTML 104K
31: EX-4.8 Instrument Defining the Rights of Security Holders HTML 165K
32: EX-4.9 Instrument Defining the Rights of Security Holders HTML 73K
45: EX-10.1 Material Contract HTML 86K
58: EX-10.10 Material Contract HTML 76K
59: EX-10.11 Material Contract HTML 30K
60: EX-10.12 Material Contract HTML 22K
61: EX-10.13 Material Contract HTML 37K
62: EX-10.14 Material Contract HTML 39K
46: EX-10.2 Material Contract HTML 83K
47: EX-10.3 Material Contract HTML 166K
48: EX-10.4 Material Contract HTML 49K
49: EX-10.5 Material Contract HTML 65K
50: EX-10.5.1 Material Contract HTML 146K
51: EX-10.6 Material Contract HTML 69K
52: EX-10.7 Material Contract HTML 295K
53: EX-10.7.1 Material Contract HTML 82K
54: EX-10.7.2 Material Contract HTML 118K
55: EX-10.7.3 Material Contract HTML 56K
56: EX-10.8 Material Contract HTML 110K
57: EX-10.9 Material Contract HTML 44K
63: EX-16.1 Letter re: Change in Certifying Accountant HTML 25K
64: EX-21.1 Subsidiaries of the Registrant HTML 20K
EX-2.1 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
THIS AGREEMENT is made and entered into as of the 19th day of January, 2006, by and between South
Jersey Development, Inc., and its shareholders, 6 Baton Rouge Avenue, Ventnor, NJ08406,
hereinafter collectively referred to as the “Seller” and Info Investors, Inc., 6 Baton Rouge
Avenue, Ventnor, NJ08406, hereinafter referred to as the “Purchaser” (the term “Purchaser” shall
extend to in the first instance the original Purchaser named herein and also the assigns of such
Purchaser);
WITNESSETH:
WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the
capital stock of South Jersey Development, Inc., hereinafter referred to as the “Corporation”,
which Corporation has issued capital stock of 1000 shares of no-par value common stock, and
WHEREAS, the Purchaser desires to purchase all of the issued and outstanding capital stock of the
Corporation (referred to as the “Corporation’s Stock”), together with other enumerated assets of
the Corporation, and the Seller desires to sell or cause to be sold all of the Corporation’s stock
and other enumerated assets, upon the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this
Agreement, and in order to consummate the purchase and the sale of the Corporation’s Stock
aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE: CLOSING.
a. Purchase and Sale of Corporation’s Stock. Subject to the terms and conditions hereinafter set
forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey and
transfer, or cause to be sold, conveyed or transferred, all of the Corporation’s Stock and deliver
to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the
Seller the Corporation’s Stock in consideration of the purchase price set forth in Section 2 and
Exhibit “A” of this Agreement. The certificates representing the Corporation’s Stock shall be duly
endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank,
in either case
with signatures guaranteed in the customary fashion, and shall have all the necessary documentary
transfer tax stamps affixed thereto at the expense of the Seller.
b. Purchase and Sale of other Corporation Assets. Subject to the terms and conditions hereinafter
set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey,
assign and transfer, or cause to be sold, conveyed, assigned or transferred, the Corporation’s
customer lists, contracts, intellectual property assets and rights (including but not limited to
all copyrights, servicemarks, trademarks, patents, trade names), and goodwill to the Purchaser.
c. Additional Agreements to be executed. Intentionally deleted.
d. Procedure for Closing. The closing of the transactions contemplated by this Agreement (the
“Closing”), shall be held on or before January 18, 2006, at the offices of Purchaser’s counsel,
Bernard M. Resnick, Esq., P.C., Two Bala Plaza, Suite #300, Bala Cynwyd, PA19004, or such other
place, date and time as the parties hereto may otherwise agree (such date to be referred to in this
Agreement as the “Closing Date”).
2. Intentionally deleted.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:
a. Organization and Standing. Corporation is a corporation duly organized, validly existing and
in good standing under the laws of the Commonwealth of Pennsylvania and has the corporate power and
authority to carry on its business as it is now being conducted. A true and correct copy of:
i. its Articles of Incorporation and all amendments thereto to date certified by the Secretary of
State of the Commonwealth of Pennsylvania, and
ii. its Bylaws as now in effect, will be delivered by Seller to the Purchaser prior to the Closing
Date. The Corporation’s minute books will be made available to the Purchaser and its
representatives at any reasonable time or times prior to the Closing for inspection and will be
complete and correct as of the date of any such inspection.
b. Capitalization. The authorized capital stock of the Corporation consists of 1,000 shares of
no-par value common stock.
c. Restrictions on Stock.
i. Neither the Corporation nor Seller is a party to any agreement, written or oral, creating
rights in respect to the Corporation’s Stock in any third person or relating to the voting of the
Corporation’s Stock.
ii. Seller is the lawful owner of all the Corporation’s Stock, free and clear of all security
interests, liens, encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements, redemption agreements,
restrictions of any nature, calls or rights to subscribe of any character relating to the capital
stock of the Corporation, nor are there any securities convertible into such stock.
e. Authority Relative to this Agreement. Except as otherwise stated herein, the Seller has full
power and authority to execute this Agreement and carry out the transactions contemplated by it and
no further action is necessary by the Seller to make this Agreement valid and binding upon Seller
and enforceable against it in accordance with the terms hereof, or to carry out the actions
contemplated hereby. The execution, delivery and performance of this Agreement by the Seller will
not:
i. constitute a breach or a violation of the Corporation’s Certificate of Incorporation, By-Laws,
or of any law, agreement, indenture, deed of trust, mortgage, loan agreement or other instrument to
which it is a party, or by which it is bound;
ii. constitute a violation of any order, judgment or decree to which it is a party or by which its
assets or properties are bound or affected; or
iii. result in the creation of any lien, charge or encumbrance upon its assets or properties,
except as stated herein.
f. Financial Statements. Seller is furnishing financial statements of the Corporation as an
inducement to Purchaser to purchase the Corporation’s Stock and accordingly, Seller warrants and
represents the financial operating history or condition of the Corporation as indicated by the
financial statements turned over to Purchaser. Moreover, Seller warrants
and represents that at closing the Corporation and the Corporation’s Stock will not be subject to
any liability save and except those specifically enumerated in Exhibit “B” attached hereto and made
a part hereof.
To the extent that liabilities are discovered by Purchaser after Closing which relate to events
prior to Closing, Seller shall be responsible to forthwith pay such liabilities, including income
tax liabilities in cash within fifteen (15) days thereof, or alternatively, if Seller objects to
such liabilities in good faith, litigate the issue and indemnify and save
harmless Purchaser from any claim for such liability. This indemnification as it relates to income
tax liabilities of the Corporation shall terminate on the thirtieth (30th) day after the
expiration of the applicable period of limitations on assessments and collections applicable to
such taxes under the Internal Revenue Code. Moreover, the aforementioned indemnity shall not apply
to any tax liability which may occur by reason of actions taken
by the Purchaser including, but not limited to, the liquidation of the Corporation.
g. Tax Matters. The Corporation has timely prepared and filed all federal, state and local tax
returns and reports as are and have been required to be filed and all taxes shown thereon to be due
have been paid in full.
h. Litigation. The Corporation is not a party to any litigation, proceeding or administrative
investigation and to the best knowledge of the Seller none is pending against the Corporation or
its properties.
i. Properties. The Corporation has good and merchantable title to all of its properties and
assets which are those properties and assets set out in Exhibit “C” attached hereto and
made a part hereof. At closing, such properties and assets will be subject to no mortgage, pledge,
lien, conditional sales agreement, security agreement, encumbrance or charge,
secured or unsecured, except for real estate taxes and tangible personal property taxes which shall
be prorated as of the date of closing, or those specifically set out in Exhibit “B”.
j. Compliance with Applicable Laws. None of the Corporation’s actions are prohibited by or have
violated or will violate any law in effect on the date of this Agreement or on the date of closing.
None of the actions of the Corporation shall conflict with or result in any breach of any of the
provisions of, or constitute a default under, or result in the creation of any lien, security
interest, charge or encumbrance upon the capital stock of the Corporation, or upon any of the
assets of the Corporation, under the provisions of the Certificate of Incorporation or Bylaws or
any indenture, mortgage, lease, loan agreement or other agreement to which the Corporation and/or
the Seller is a party or by which the capital stock or properties and assets of the Corporation are
bound to effect it.
The Corporation is in compliance with all applicable laws, including, but not limited to, corporate
laws, zoning regulations, environmental regulations and hazardous waste regulations, if applicable,
city, and/or county and state occupational laws and regulations, internal revenue laws, and any and
all other laws which may effect the operation or liability of the Purchaser herein.
k. Documents for Review. The Corporation’s documents enumerated in Exhibit “D”, attached hereto
and made a part hereof, are true, authentic, and correct copies of the originals, or, if
appropriate, the originals themselves, and no alterations or modifications thereof have been made.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent
and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which
would give rise to any valid claim against any of the parties hereto for a brokerage commission,
finder’s fee, or other like payment in connection with the transactions contemplated hereby.
5. TRANSACTIONS
PRIOR TO THE CLOSING. Seller hereby covenants the following:
a. Conduct of Corporation’s Business Until Closing. Except as Purchaser may otherwise consent in
writing prior to the Closing Date, Seller will not enter into any transaction, take any action or
fail to take any action which would result in, or could reasonably be expected to result in or
cause, any of the representations and warranties of Seller contained in this Agreement, to be not
true on the Closing Date. Seller will be responsible for collection of all accounts receivable and
payment of all accounts payable accrued to January 18, 2006 (hereinafter the “Cutoff Date”), but no
earlier than 15 days prior to closing. The Seller shall retain the right to continue to collect
its accounts receivable, and shall be obliged to continue to pay its accounts payable, until the
Cutoff Date. The Seller will receive payment of the net proceeds of its accounts receivable, and
shall pay accounts payable, through the Cutoff Date. Seller shall be responsible for reporting and
payment of all taxes due in connection with Seller’s receipts of income owed to Seller prior to the
Cutoff Date.
b. Resignations. Seller will deliver to Purchaser prior to the Closing Date the resignation of
each director and officer of the Corporation, each such resignation to be effective on the Closing
Date.
c. Satisfactions. Seller will deliver to Purchaser on the Closing Date a satisfaction from any
mortgage and lien holder of the Corporation’s property, satisfactory in form and substance to the
Purchaser and his counsel indicating that the then outstanding unpaid principal balance of any
promissory note secured thereby has been paid in full prior to or
no later than the Closing.
d. Advice of Changes. Between the date hereof and the Closing Date, Seller will promptly advise
Purchaser in writing of any fact which, if existing or known at the date hereof, would have been
required to be set forth herein or disclosed pursuant to this Agreement, or which would represent a
material fact the disclosure of which would be relevant to the Purchaser.
6. EXPENSES. Each of the parties hereto shall pay its own expense in connection with this
Agreement and the transactions contemplated hereby, including the fees and expenses of its counsel
and its certified public accountants and other experts.
7. GENERAL.
a. Survival of Representations and Warranties. Each of the parties to this Agreement covenants and
agrees that the Seller’s representations, warranties, covenants and statements and agreements
contained in this Agreement and the exhibits hereto, and in any documents delivered by Seller to
Purchaser in connection herewith, shall survive the
Closing date. Except as set forth in this Agreement, the exhibits hereto or in the documents and
papers delivered by Seller to Purchaser in connection herewith, there are
no other agreements, representations, warranties or covenants by or among the parties hereto with
respect to the subject matter hereof.
b. Waivers. No action taken pursuant to this Agreement, including any investigation by or on
behalf of any party shall be deemed to constitute a waiver by the party taking such action or
compliance with any representation, warranty, covenant or agreement contained herein, therein and
in any documents delivered in connection herewith or therewith. The
waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.
c. Notices. All notices, requests, demands and other communications which are required or may be
given under this Agreement shall be in writing and shall be deemed to have been duly given if
delivered or mailed, first class mail, postage prepaid:
To Seller:
South Jersey Development, Inc.
6 Baton Rouge Avenue
Ventnor, NJ08406
Attn.: Brent Kopenhaver, Chairman of the Board
To Purchaser:
Info Investors, Inc.
6 Baton Rouge Avenue
Ventnor, NJ08406
Attn.: Mark S. Alsentzer, Chief Executive Officer
With a copy to:
Bernard M. Resnick, Esq.
Two Bala Plaza, Suite #300 Bala Cynwyd, PA19004
Fax (610) 668-0574
or to such other address as such party shall have specified by notice in writing to the other
party.
d. Entire Agreement. This Agreement (including the exhibits hereto and all documents and papers
delivered by Seller pursuant hereto and any written amendments hereof executed by the parties
hereto) constitutes the entire Agreement and supersedes all prior agreements and understandings,
oral and written, between the parties hereto with respect to the subject matter hereof.
e. Sections and Other Headings. The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of this Agreement.
f. Governing Law. This agreement, and all transactions contemplated hereby, shall be governed by,
construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. The parties
herein waive trial by jury and agree to submit to the personal jurisdiction and venue of the Court
of Common Please located in Montgomery County, Pennsylvania. In the event that litigation results
from or arises out of this Agreement or
the performance thereof, the parties agree to reimburse the prevailing party’s reasonable
attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs,
in addition to any other relief to which the prevailing party may be entitled. In such event, no
action shall be entertained by said court or any court of competent jurisdiction if filed more than
two years subsequent to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
g. Conditions Precedent. The Conditions Precedent to the enforceability of this Agreement are
outlined in Exhibit “E”, attached hereto and made a part hereof. In the event that said Conditions
Precedent are not fulfilled by the appropriate dates thereof, this
Agreement shall be deemed null and void and any deposits paid shall be returned to the Purchaser
forthwith.
h. Treasury Stock. It is understood and agreed by the Purchaser that none of the consideration
furnished by Purchaser hereunder shall be for treasury stock and such consideration, subject to the
terms hereof, shall be the sole property of Seller. Seller shall not issue any further stock
between the date of this Agreement and the Closing Date.
i. Contractual Procedures. Unless specifically disallowed by law, should litigation arise
hereunder, service of process therefor may be obtained through certified mail, return receipt
requested; the parties hereto waiving any and all rights they may have to object to the method by
which service was perfected.
j. Facsimile Signatures, Counterpart Signatures: This Agreement shall be fully enforceable if
signed by facsimile or counterpart signatures.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement
and signed by an officer thereunto duly authorized and attested under the corporate seal by the
Secretary of the corporate party hereto, all on the date first above written.
a. Consideration. As total consideration for the purchase and sale of the Corporation’s Stock and
other enumerated assets, pursuant to this Agreement, the Purchaser shall collectively pay to the
Seller and its shareholders 9,300,000 restricted shares of Info Investors, Inc. common stock, in
exchange for all of the issued and outstanding shares of South Jersey Development, Inc., on a pro
rata basis based upon the proportional ownership of each individual seller’s shares.
b. Payment. The Purchase Price shall be paid as follows:
I. Delivery of 9,300,000 shares of restricted stock of Info Investors, Inc. to be delivered to
Sellers at Closing, on the Closing Date.
c. In the event that the Purchaser, after a complete review of the Corporation’s books, records,
financial statements, sales tax receipts, bank statements, check books, and any other document
required by Purchaser to verify the standing, status or performance of the Corporation, does not
approve said purchase, then, in that event, all deposits paid to that date shall be returned to
Purchaser with no further liability, responsibility
or obligation.
