Exhibit 10.1
COMMON STOCK REPURCHASE AGREEMENT
This Common Stock Repurchase Agreement (the "Agreement") is made and
entered into as of June 6, 2008, between Presidential Realty Corporation, a
Delaware corporation (the "Company"), and Wilshire Enterprises, Inc., a
stockholder of the Company (the "Stockholder").
Whereas the Stockholder desires that the Company repurchase, and the
Stockholder desires to tender to the Company for repurchase, 12,100 shares of
the Company's Class A common stock, $0.10 par value per share (the "Class A
Shares") and 226,800 shares of the Company's Class B Common stock, $.10 par
value per share (the "Class B Shares") held by the Stockholder, on the terms and
subject to the conditions set forth below (the "Repurchase"). The Class A Shares
and the Class B Shares are referred to collectively as the "Shares".
Now, therefore, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:
1. Repurchase by the Company. Subject to the terms and conditions of
this Agreement, on the Repurchase Date (as defined in Section 2 below), the
Stockholder shall sell to the Company and the Company shall repurchase from the
Stockholder the Shares for a purchase price of $5.50 per Class A Share and $5.75
per Class B Share, for a total repurchase price of $1,370,650 (the "Repurchase
Price"), payable in cash on the Repurchase Date.
2. Repurchase Date. The closing of the repurchase shall take place at
the offices of the Company on the date of this Agreement or such other date and
place as shall be determined by the Company and the Stockholder. The date on
which the Repurchase occurs is the "Repurchase Date." At the closing on the
Repurchase Date, the Stockholder shall deliver or cause to be delivered to the
Company stock certificates for the Shares with executed stock transfer power(s)
therefor against wire transfer by the Company of the Repurchase Price to the
account of the Stockholder identified on the signature page hereto.
The Company has informed the Stockholder that it has declared
a distribution of $.16 per share on its Class A and Class B shares payable on
June 30, 2008 to stockholders of record on June 9, 2008 (the "June 30
Distribution"). The Company and Stockholder agree that if the Shares have not
been transferred into the name of the Company on or before the June 9, 2008
record date and Stockholder has received or is entitled to receive the June 30
Distribution, the Repurchase Price shall be decreased by the amount of such
distribution.
3. Representations and Warranties of the Stockholder. The Stockholder
represents and warrants to the Company as follows:
(a) Knowledge and Advice. The Stockholder is an accredited investor
as that term is defined in Rule 501 under the Securities Act of 1933, as
amended, and that it is sophisticated in business and financial matters and is
otherwise capable of making an informed decision whether to sell the Shares
pursuant to this Agreement. The Stockholder has elected to enter into this
Agreement and to consummate the Repurchase based on its independent analysis of
the merits and risks of the Repurchase and the Stockholder's own financial
circumstances. The Stockholder has had the opportunity to receive publicly
available information about the Company and has neither requested nor received
material, non-public information from the Company. The Stockholder has had full
opportunity to seek advice of counsel and any other appropriate advice with
respect to the Repurchase and has neither relied upon the Company in negotiating
the terms of the Repurchase nor received or relied on any communication,
investment advice, or recommendation of the Company. The Stockholder further
acknowledges that none of the Company or any other person on its behalf has
made any representation or warranty, express or implied, in connection with the
Repurchase as to the prospect of the Company, including as to future performance
or any potential income, and the Stockholder has not relied on any such
representation or warranty in its decision to enter into this Agreement. The
Stockholder is aware that the Stockholder could obtain a price for the Shares
in a sale to other parties or in the future that could be greater than the price
at which the Shares are being sold under this Agreement.
(b) Organization, Qualification, and Corporate Power. The Stockholder
(i) is a corporation or other entity duly organized, validly existing and in
good standing under the laws of its state of incorporation or organization, and
(ii) has the corporate or other power and authority to execute, deliver, and
perform this Agreement and to sell the Shares to the Company.
(c) Authorization of Agreement. The Stockholder has the authority to
enter into this Agreement. All action on the part of the Stockholder necessary
for the authorization, execution and delivery of this Agreement and the
performance of all obligations of the Stockholder hereunder has been taken.
This Agreement constitutes the valid and legally binding obligation of the
Stockholder, enforceable in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief and other
equitable remedies.
(d) Ownership of Shares. The Stockholder owns, of record and
beneficially, the Shares, free and clear of any pledges, security interests,
liens, charges or other encumbrances. The Shares are not subject to any voting
agreement, proxies or other voting arrangement.
(e) No Tax Advice. The Stockholder acknowledges that it has not
relied and will not rely upon the Company or any of its agents, including the
Company's legal counsel, with respect to any tax consequences related to the
ownership, purchase, or disposition of the Shares or the transactions
contemplated hereby. The Stockholder assumes full responsibility for all such
consequences and for the preparation and filing of all tax returns and elections
that may or must be filed in connection with the sale of the Shares by the
Stockholder hereunder.
(f) No Broker Fee. The Stockholder represents that no brokerage or
finder's fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other person with respect to the Repurchase. The Company shall
have no obligation with respect to any claims made by or on behalf of other
persons for fees of a type contemplated in this subsection (f) based on any
agreement or arrangement that may be due in connection with the transactions
contemplated by this Agreement.
4. Representations and Warranties of the Company. The Company represents
and warrants to the Stockholder as follows:
(a) Organization, Qualification, and Corporate Power. The Company is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Company has the corporate power and authority
to execute, deliver, and perform this Agreement and to purchase and repurchase
the Shares.
(b) Authorization of Agreement. The Company has the authority to
enter into this Agreement. All action on the part of the Company necessary for
the authorization, execution and delivery of this Agreement and the performance
of all obligations of the Company hereunder has been taken prior to the
Repurchase Date. This Agreement constitutes the valid and legally binding
obligation of the Company, enforceable in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing specific performance, injunctive relief and
other equitable remedies.
5. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the Repurchase. Any previous oral or written
agreement between the parties with respect to the Repurchase is superseded by
this Agreement.
(b) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to its
conflicts of laws provisions.
(c) Notices. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon: (a) personal
delivery; (b) upon receipt when sent by confirmed fax or electronic mail if
sent during normal business hours, and if not, then on the next business day;
(c) one day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt; or (d) five
days after deposit in the United States mail for domestic delivery, by
registered or certified mail, postage prepaid, addressed as set forth below, or
at such other address as a party may designate by ten days' advance written
notice to the other parties hereto:
If to the Company:
Xxxxxxx X. Xxxxxx
President
Presidential Realty Corporation
000 Xxxxx Xxxxxxxx
Xxxxx Xxxxxx, XX 00000
Fax: 914 - 000-0000
If to the Stockholder: As set forth on the signature page thereto
(d) Expenses. Each party shall pay its own expenses in connection
with the Repurchase.
(e) Survival. All representations and warranties made herein shall
survive the execution and delivery of this Agreement.
(f) Amendment and Waiver. Neither this Agreement nor any provision
hereof may be waived, modified, amended or terminated, except by a written
agreement signed by both the Company and the Stockholder.
(g) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument.
(h) Severability. If any provision of this Agreement is held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
(i) Headings. The headings of the sections of this Agreement are for
convenience and shall not by themselves determine the interpretations of this
Agreement.
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In witness whereof, the Company and the Stockholder have executed this
Common Stock Repurchase Agreement as of June 6, 2008.
PRESIDENTIAL REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
WILSHIRE ENTERPRISES, INC.
By: /s/ Xxxxxx Xxxxxx Izak
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Name: Xxxxxx Xxxxxx Xxxx
Title: Chief Executive Officer
Address: 000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Fax:
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E-mail:
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Wire Instructions:
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Bank:
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ABA No.:
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Account Name:
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Account Number:
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Reference:
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