EXHIBIT 10.19
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of December
11, 1998 among Urstadt Xxxxxx Properties Inc., a Maryland corporation (the
"Company"), and the persons set forth onSchedule 1 and signatory hereto (the
"Purchasers").
WHEREAS, each of the Purchasers desires to subscribe for and purchase, and the
Company desires to sell to each such Purchaser, the number of shares (the
"Shares") of the Class A Common Stock of the Company, par value $.01 per share
(the "Class A Common Stock"), set forth opposite the name of such Purchaser on
Schedule 1 hereto at a purchase price of $8.00 per Share.
NOW, THEREFORE, the parties agree as follows:
1. Purchase of Shares
(a) Simultaneously with the execution of this Agreement, each
of the Purchasers shall subscribe for and purchase, and the Company
shall sell to each such Purchaser, the number of Shares set forth
opposite the name of each such Purchaser on Schedule 1 hereto at a
purchase price of $8.00 per Share.
(b) In consideration of such purchase and sale, (i) each
of the Purchasers shall deliver to the Company a
certified bank check payable to the order of the
Company or a wire transfer of immediately available
funds to an account specified by the Company in
writing to the Purchaser in the amount equal to (x)
$8.00 multiplied by (y) the number of Shares set
forth opposite the name of the Purchaser on Schedule
1 hereto and (ii) the Company shall deliver to each
of the Purchasers certificates registered in the name
of the applicable Purchaser representing the number
of Shares set forth opposite the name of the
Purchaser on Schedule 1 hereto.
2. Purchasers' Representations, Warranties and Agreements:
(a) Each of the Purchasers hereby represents and warrants that
he is acquiring the Shares for investment for his own account and not
with a view to, or for resale in connection with, the distribution or
other disposition thereof. Each of the Purchasers agrees and
acknowledges that he will not, directly or indirectly, offer, transfer,
sell, assign, pledge, hypothecate or otherwise dispose of any of the
Shares unless: (i) such transfer, sale, assignment, pledge,
hypothecation or other disposition is pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
the rules and regulations in effect thereunder (the "Act"); or (ii)
counsel for the Purchaser (which counsel shall be acceptable to the
Company) shall have furnished the Company with an opinion, satisfactory
in form and substance to the Company, that no such registration is
required because of the availability of an exemption from registration
under the Act. Each of the Purchasers represents and warrants that this
Agreement has been duly executed and delivered by such Purchaser.
(b) The certificate (or certificates) representing the
Shares shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION COMPLIES WITH THE PROVISIONS OF THE STOCK PURCHASE
AGREEMENT DATED AS OF DECEMBER 11, 1998 AMONG THE COMPANY AND THE
PURCHASERS SIGNATORY THERETO (A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH A
SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER,
SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT
FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND
REGULATIONS IN EFFECT THEREUNDER."
(c) The Purchaser acknowledges that he has been advised that
(i) the Shares have not been registered under the Act, (ii) the Shares
must be held indefinitely and the Purchaser must continue to bear the
economic risk of the investment in the Shares unless the Shares are
subsequently registered under the Act or an exemption from such
registration is available, (iii) when and if the Shares may be disposed
of without registration in reliance on Rule 144 under the Act, such
disposition can be made only in limited amounts in accordance with the
terms and conditions of such Rule, (iv) a restrictive legend in the
form heretofore set forth shall be placed on the certificates
representing the Shares and (v) a notation shall be made in the
appropriate records of the Company indicating that the Shares are
subject to restriction on transfer.
(d) If any Shares are to be disposed of in accordance with
Rule 144 under the Act or otherwise, each of the Purchasers shall
promptly notify the Company of such intended disposition and shall
deliver to the Company at or prior to the time of such disposition such
documentation as the Company may reasonably request in connection with
such sale and, in the case of a disposition pursuant to Rule 144, shall
deliver to the Company an executed copy of any notice on Form 144
required to be filed with the Securities and Exchange Commission (the
"SEC").
(e) Each of the Purchasers represents and warrants that he has
been given the opportunity to obtain all reports, proxy statements and
other information filed by the Company with the SEC and any additional
information or documents and to ask questions and receive answers about
such documents, the Company and the business of the Company which he
deems necessary to evaluate the merits and risks related to his
investment in the Shares and he has relied solely on such information.
(f) The Purchaser further represents and warrants that: (i)
his net worth and financial condition are such that he can afford to
bear the economic risk of holding the unregistered Shares for an
indefinite period of time and has adequate means for providing for his
current needs and personal contingencies, (ii) he can afford to suffer
a complete loss of his investment in the Shares, and (iii) his
knowledge and experience in financial and business matters are such
that he is capable of evaluating the merits and risks of his purchase
of the Shares as contemplated by this Agreement.
3. The Company's Representations and Warranties.
The Company represents and warrants to each of the Purchasers
that: (i) this Agreement has been duly authorized, executed and
delivered by the Company; and (ii) the Shares, when issued and
delivered in accordance with the terms hereof, will be duly and validly
issued, fully paid and nonassessable.
4. Registration of Shares
(a) Registration If the company at any time proposes to
register any shares of its Class A Common Stock under the Act whether
or not for sale for its own account, other than a registration on Form
S-8 or S-4 or any similar forms and other than a registration in
respect of the Company's dividend reinvestment plan or other employee
benefit plans it will each such time give prompt written notice to all
holders of Registrable Securities of its intention to do so and of such
holders' rights under this Paragraph (a) and, upon the written request
of any holder of Registrable Securities given to the Company within 30
days after the Company has given any such notice (which request shall
specify the Registrable Securities intended to be disposed of by such
holder), the Company will use its best efforts to effect the
registration under the Securities Act of all Registrable Securities
which the Company has been so requested to register by the holder
thereof, to the extent required to permit the disposition of the
Registrable Securities so to be registered, provided that if, at any
time after giving written notice of its intention to register any
securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register such securities, the Company
may, at its election, give written notice of such determination to each
holder of Registrable Securities that was previously notified of such
registration and, thereupon, shall not register any Registrable
Securities in connection with such registration (but shall nevertheless
pay the Registration Expenses in connection therewith). The Company
will pay all Registration Expenses in connection with each registration
of Registrable Securities.
(b) Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in
paragraph (a) the Company will promptly: (1) furnish to each seller of
such securities, without charge, such number of conformed copies of the
registration statement with respect to such securities and of each
amendment and supplement thereto and such number of copies of the
prospectus included in such registration statement (including each
preliminary prospectus), as such seller may reasonably request; (2) use
its best efforts to comply with all applicable rules and regulations of
the SEC; (3) notify each seller of any securities covered by such
registration statement (i) when such registration statement shall have
become effective, or any amendment of or supplement to the prospectus
used in connection therewith shall have been filed, (ii) of any request
by the Securities and Exchange Commission to amend such registration
statement or to amend or supplement such prospectus or for additional
information and (iii) of the issuance by the SEC of any stop order
suspending the effectiveness of such registration statement or of any
order preventing or suspending the use of any prospectus; and (4) use
its best efforts to list such securities on any securities exchange on
which the Class A Common Stock is then listed.
The Company may require each seller of any securities as to which
registration is being effected to furnish to the Company such
information regarding such seller as the Company may from time to time
reasonably request in writing and as shall be required by law in
connection therewith. Each such holder agrees to furnish promptly to
the Company all information required to be disclosed in order to make
the information previously furnished to the Company by such holder not
materially misleading.
(c) Indemnification by the Company. In the event of any registration of
any Registrable Securities under the Act pursuant to paragraph (a), the
Company will indemnify and hold harmless each seller of such securities
against any and all losses, claims, damages or liabilities, joint or
several to which such seller may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a fact
contained in any registration statement under which such securities
were registered under the Act, any prospectus contained therein, or any
amendment or supplement thereto, or any omission or alleged omission to
state a fact required to be stated in any such registration statement,
prospectus, amendment or supplement or necessary to make the statements
therein not misleading; and the Company will reimburse such seller for
any legal or any other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim,
liability, action or proceeding provided that the Company shall not be
liable in any such case to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon an untrue
statement or omission made in such registration statement, prospectus,
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such seller or participating
person expressly for use in the preparation thereof.
(d) Indemnification by the Sellers In the event of any registration of
any Registrable Securities under the Act pursuant to Paragraph (a),
each of the sellers of such securities, will indemnify and hold
harmless the Company against any and all losses, claims, damages or
liabilities, joint or several, to which the Company may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a
fact contained in, or any omission or alleged omission to state a fact
with respect to such seller required to be stated in any registration
statement under which such securities were registered under the Act,
any prospectus contained therein, or any amendment or supplement
thereto, if such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by such
seller expressly for use in the preparation of such registration
statement, prospectus, amendment or supplement; and the seller will
reimburse the Company for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, claim, liability, action or proceeding, provided that the
liability of each such seller will be in proportion to and limited to
the net amount received by such seller (after deducting any
underwriting discount and expenses) from the sale of Registrable
Securities pursuant to such registration statement.
(e) Other Remedies If for any reason the foregoing indemnity under
Paragraph (c) or (d) is unavailable, or is insufficient to hold
harmless an indemnified party, then the indemnifying party and the
indemnified party under Paragraph (c) or (d) shall contribute to the
amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party on the other or (ii) if
the allocation provided by clause (i) above is not permitted by
applicable law, or provides a lesser sum to the indemnified party than
the amount hereinafter calculated, in such proportion as is appropriate
to reflect not only the relative fault of the indemnifying party on the
one hand and the indemnified party on the other but also the relative
benefits received by the indemnifying party and the indemnified party
from the offering of Registrable Securities as well as any other
relevant equitable considerations. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the Act)
shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. No party shall be liable for
contribution under this Paragraph (e) except to the extent and under
such circumstances as such party would have been liable to indemnify
under Paragraph (c) or (d) if such indemnification were enforceable
under applicable law.
(f) Certain Definitions
"Registrable Securities" The shares of Class A Common Stock
issued to Purchasers pursuant to this Stock Purchase Agreement,
provided that such securities shall cease to be Registrable Securities
when (a) a registration statement with respect to the sale of such
securities shall have become effective under the Act and such
securities shall have been disposed of in accordance with such
registration statement, (b) such securities shall have been distributed
to the public in reliance upon Rule 144 or (c) such securities become
saleable pursuant to Rule 144 or (d) such securities shall have been
held for a period of two years by Purchasers.
"Registration Expenses" All expenses incident to the Company's
performance of its obligation in compliance with Paragraph (a),
including, but not limited to, all registration and filing fees, all
fees and expenses associated with listing securities, all printing
expenses, the fees and disbursements of counsel for the Company and of
its independent public accountants and the reasonable fees and
disbursements of one law firm (but not more than one) retained by the
holders of Registrable Securities and reasonably acceptable to the
Company, but not including any underwriting discounts or commissions or
any transfer taxes payable in respect of the sale of Registrable
Securities by the holders thereof.
5. Binding Effect. The provisions of this Agreement shall be
binding upon and accrue to the benefit of the parties
hereto and their respective heirs, legal representatives,
successors and assigns.
6. Amendment. This Agreement may be amended only by a written
instrument signed by the parties hereto.
7. Applicable Law. The laws of the State of New York shall
govern the interpretation, validity and performance of the
terms of this Agreement, regardless of the law that might be
applied under principles of conflicts of law.
8. Miscellaneous. As used herein, masculine pronouns shall
include the feminine and neuter, as appropriate. This
Agreement may be executed in two or more counterparts, each
of which shall be an original and all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
URSTADT XXXXXX PROPERTIES INC.
By: ________________________________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
PURCHASERS:
-----------------------------------
Name: Xxx X. Comfort
Comfort Employee Profit Sharing Plan
By:
Name: Xxxxxx X. Comfort
SCHEDULE 1
Name of Purchaser Number of Shares of
Class A Common Stock Purchased
Xxx X. Comfort 162,500
-------------------- -------
Print Name Insert Number of Shares
Name of Purchaser Number of Shares of
Class A Common Stock Purchased
Comfort Employee Profit Sharing Plan 37,500
------------------------------------ ------
Print Name Insert Number of Shares
