Stock Transfer Agreement
Exhibit 4
This agreement (the “Agreement”) dated as of this 23rd day of February 2006 by and among Xxxxx
& Xxxxx Company, a Delaware corporation having an address at 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxx 00000 (“the Company”), and each of Xxxxxx X. Xxxxx (“Xxxxx”), Xxxxxxx X.
Xxxxxx (“Xxxxxx”), Xxxx X. Xxxxxxxx (“Xxxxxxxx”), C. Xxxxxxx Xxxxxxx (“Kojaian”), and Xxxx X. Xxxx
(“Xxxx”).
WHEREAS, each of Xxxxx, Downey, Stillman, Kojaian and Rose (each is hereinafter referred to as
a “Transferor,” and collectively hereinafter referred to as the “Transferors”) has agreed to serve
on the Board of Directors of the Company’s subsidiary, Xxxxx & Xxxxx Realty Advisors (“Realty
Advisors”); and
WHEREAS, as consideration for serving on the Board of Directors of Realty Advisors, the
Company initially transferred to each Transferor 41,670 shares of common stock, par value $.0001
per share (the “Common Stock”) of Realty Advisors; and
WHEREAS, on February 3, 2006, Realty Advisors effected a one for 1.441932 reverse split of its
Common Stock (the “Reverse Split”), and after giving effect to the Reverse Split, each of the
Transferors beneficially owned 28,898 shares of Common Stock; and
WHEREAS, the Company was desirous that each of the Transferors continued to own the same
number of shares of Common Stock of Realty Advisors subsequent to the Reverse Split that he owned
prior to the Reverse Split, and as a consequence transferred an additional 12,772 shares of Common
Stock to each Transferor on February 3, 2006; and
WHEREAS, on February 23, 2006, Realty Advisors effected a 1.25 for one forward split of its
Common Stock (the “Forward Split”), and in accordance with the Company’s agreement with each
Transferor that each Transferor is to own the same number of shares of Common Stock of Realty
Advisors subsequent to the Forward Split that he owned prior to the Forward Split, each Transferor
hereby agrees to transfer 10,417 shares of Common Stock of Realty Advisors back to the Company.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. Share Transfers. Upon the execution hereof, each Transferor shall hereby be deemed
to transfer to the Company and the Company hereby acquires from each Transferor, beneficial
ownership of 10,417 shares of Common Stock of Realty Advisors (the “Shares”). After giving effect
to such transfer of the Shares to the Company, each of the Company and the Transferors shall own
the number of shares of Common Stock of Realty Advisors set forth on Schedule I annexed
hereto.
2. Transferor Representations. Each Transferor, solely on his own behalf, represents
and warrants to the Company: (i) that at all times prior to the transfer thereof to the Company,
he was the lawful record and beneficial owner of the Shares free and clear of all liens, claims,
encumbrances or restrictions of any kind, other than (x) restrictions under the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”),
and/or any other applicable federal or state securities laws, and (y) the restrictions described in
the “Registration Statement” (as that term is hereinafter defined); (ii) that he has all necessary
power and authority to enter into and execute and deliver this Agreement, and this Agreement
constitutes a valid and binding obligation of the Transferor, assuming the valid execution and
delivery hereof by the Company; and (iii) that upon the execution hereof, the Company will acquire
valid title to, and undisputed record and beneficial ownership of, the Shares, free and clear of
any liens, claims, encumbrances or restrictions of any nature whatsoever other than restrictions
imposed by (x) the Securities Act and/or any other applicable securities laws, and (y) restrictions
described in the Registration Statement.
3. Company Representations; Letter Agreement. The Company hereby represents and
warrants to each Transferor that: (i) the Company is acquiring the Shares solely for its own
account for investment purposes only, and not with a view towards, or the present intention of,
effecting the distribution or resale thereof in whole or in part; (ii) that it is an “accredited
investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended; (iii) that it has adequate means of providing for its current financial needs
and possible contingencies, has no need for liquidity in his investment in the Shares, and it is
able to bear the economic risk of a complete loss in his investment in the Shares; and (iv) that
the Shares being transferred hereunder are characterized as “restricted securities” under the
federal securities laws inasmuch as they were initially acquired from the Company in a transaction
not involving a public offering and that under such laws and applicable regulations, such shares of
Common Stock may be resold without registration under the Securities Act only in certain limited
circumstances. In addition, the Company expressly acknowledges and agrees that as a condition to
its receipt of the Shares that it agrees to be subject to and bound by all the terms and conditions
regarding the Shares as described in that certain registration statement of Realty Advisors on Form
S-11, Registration No. 333-129190, as same may be amended from time to time (the “Registration
Statement”), including but not limited to the placement of the Shares into escrow with Continental
Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). In furtherance of the
foregoing, the Company agrees that the Shares shall be deemed to be “Insider Shares” pursuant to
that certain letter agreement heretofore executed and delivered by the Company to Realty Advisors.
4. Delivery of Certificates. Subsequent to the execution hereof, and no later than
the closing of the public sale of the shares of Common Stock of Realty Advisors contemplated by the
Registration Statement, the Escrow Agent shall receive stock certificates representing all of the
shares of Common Stock of Realty Advisors owned by the Company and each of the Transferors in the
amounts set forth on Schedule I, and all such stock certificates shall be appropriately legended
and shall be held by the Escrow Agent in accordance with all of the terms and conditions described
in the Registration Statement.
5. Further Assurances. The parties agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.
6. Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof, and supersedes any prior agreement,
writing or understanding among the parties hereto with respect to the subject matter hereof.
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7. Amendment; Waiver. Except as provided otherwise herein, this Agreement may not be
amended nor may any rights hereunder be waived except by an instrument in writing signed by all of
the parties hereto.
8. Governing Law. This Agreement shall be governed by and construed in accordance of
the laws of the State of Delaware without giving effect to such State’s conflicts of laws
provisions. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the
Federal and State Courts located in the State of Delaware, County of Kent.
9. Counterpart Signatures. This Agreement may be executed in one or more original or
facsimile counterparts, but when taken together shall constitute one instrument.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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In witness whereof the parties hereto have executed and delivered this Agreement as of
the date first set forth above.
| XXXXX & XXXXX COMPANY |
||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
| TRANSFERORS: | ||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| /s/ Xxxxxxx X. Xxxxxx | ||||
| Xxxxxxx X. Xxxxxx | ||||
| /s/ Xxxx X. Xxxxxxxx | ||||
| Xxxx X. Xxxxxxxx | ||||
| /s/ C. Xxxxxxx Xxxxxxx | ||||
| C. Xxxxxxx Xxxxxxx | ||||
| /s/ Xxxx X. Xxxx | ||||
| Xxxx X. Xxxx | ||||
SCHEDULE I
| Number of Shares | ||||
Xxxxx & Xxxxx Company |
5,667,719 | |||
Xxxxxx X. Xxxxx |
41,670 | |||
Xxxxxxx X. Xxxxxx |
41,670 | |||
Xxxx X. Xxxxxxxx |
41,670 | |||
C. Xxxxxxx Xxxxxxx |
41,670 | |||
Xxxx X. Xxxx |
41,670 | |||
