Exhibit M
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of November
28, 2001 ("Closing Date"), is made by and between Xxxxxx Xxxxxx ("Seller"), and
Xxxxxxxx X. Xxxxxxxx ("Purchaser").
BACKGROUND:
-----------
Seller is the owner of Two Thousand Two Hundred (2,200) shares of the
Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma
corporation (the "Company"). Seller had previously been interested in pursuing
certain transactions with the Company and certain of its subsidiaries, but no
longer has such interest. Consequently, Seller desires to sell the Shares.
Purchaser is willing to purchase the Shares from Seller, and Seller is willing
to sell the Shares to Purchaser, on the terms and conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants,
agreements, representations and warranties herein made, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
AGREEMENT
---------
1. Sale and Purchase of Shares:
---------------------------
(a) Seller hereby sells, conveys, transfers and delivers to
the Purchaser, and Purchaser hereby purchases from Seller, the Shares for an
aggregate purchase price of $14,850.00 (the "Purchase Price"), representing $
6.75 for each share.
(b) Seller has, simultaneously with the execution and delivery
of this Agreement, delivered to Purchaser certificate number NY 00018623,
representing all of the Shares to be transferred to Purchaser hereby, duly
endorsed in blank or with separate stock powers attached thereto and executed in
blank (in each case, with all signatures medallion guaranteed by a financial
institution that is a member of The Securities Transfer Association Medallion
Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion
Program) (the "Certificate").
-1-
(c) Promptly upon receipt by Purchaser of the Certificate,
Purchaser shall pay the Purchase Price to Seller by check or wire transfer of
immediately available funds.
2. Representations and Warranties:
------------------------------
(a) Seller hereby represents and warrants to Purchaser that:
(i) Seller is the lawful owner, beneficially and of
record, of the Shares. Seller is conveying good and valid title to the Shares,
free and clear of any lien, claim, encumbrance or restriction of any kind. The
Shares constitute all of the shares of capital stock or other securities of the
Company owned, beneficially or of record, by Seller or any of Seller's
affiliates.
(ii) Seller has all necessary power and authority to
execute, deliver and perform this Agreement and to carry out its obligations
hereunder. Seller is not subject to or obligated under any contract provision or
other agreement, or subject to any order, decree, law, rule or regulation, which
would be violated by this Agreement or the sale of the Shares to Purchaser. No
authorization, consent or approval of any third party is necessary for the
consummation by Seller of the transactions contemplated hereby.
(iii) All negotiations relating to this Agreement have
been carried on by Seller directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Seller agrees to indemnify and hold
Purchaser harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Purchaser as a result of any dealings,
arrangements or agreements between Seller and any such person, firm, corporation
or entity.
(iv) Seller acknowledges that Purchaser is a director and
stockholder of the Company. Seller has made its decision to enter into this
Agreement after consideration and examination of facts and circumstances it
gathered independently, acknowledges that it has not received any information
regarding the Company from Purchaser and that it is in no way relying on any
information received from Purchaser. Seller hereby irrevocably waives any right
to claim that Purchaser should have disclosed to Seller any information
regarding the Company. Seller further acknowledges that Purchaser may in the
future purchase additional shares of the Company at a purchase price and under
terms different than those contained herein.
(b) Purchaser hereby represents and warrants to Seller the
following:
-2-
(i) Purchaser has all necessary power and authority to
execute, deliver and perform this Agreement and to carry out its obligations
hereunder. Purchaser is not subject to or obligated under any contract provision
or other agreement, or subject to any order, decree, law, rule or regulation,
which would be violated by this Agreement or the purchase of the Shares. No
authorization, consent or approval of any third party is necessary for the
consummation by Purchaser of the transactions contemplated hereby.
(ii) Purchaser is acquiring the Shares solely for
Purchaser's own account as an investment and not with a view to, or for resale
in connection with, any distribution in violation of the Securities Act of 1933
(the "Securities Act") or applicable state securities laws.
(iii) All negotiations relating to this Agreement have been
carried on by Purchaser directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Purchaser agrees to indemnify and hold
Seller harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Seller as a result of any dealings, arrangements
or agreements between Purchaser and any such person, firm, corporation or
entity.
3. Attorney-in-fact: Seller irrevocably constitutes and appoints
----------------
Purchaser the true and lawful agent and attorney-in-fact of Seller with respect
to the Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (i) deliver
certificates for the Shares, or transfer ownership of the Shares on the account
books maintained by the Company's book-entry transfer facility, together, in any
such case, with all accompanying evidence of transfer and authenticity, to
itself or its designee (ii) present the Shares for transfer on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Shares, all in accordance the terms contained
herein.
4. Backup Withholding: Seller represents that it and the
------------------
transactions contemplated herein are not subject to backup withholding or any
other withholding provisions of the Internal Revenue Code (the "Code"). Seller
agrees to provide Purchaser with appropriate proof certifying, as required by
the Code and Treasury Regulations, that it is not subject to any backup
withholding. Seller further agrees that its correct name, address, social
security number or employer identification number and any other information
required by the Code or IRS Treasury Regulations have been provided on the
requisite forms.
5. Further Assurances: Seller and Purchaser each shall, at any time
------------------
and from time to time after the execution and delivery of this Agreement, upon
request of the other, do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered,
-3-
such further acts, assignments, transfers, conveyances and assurances as may be
reasonably necessary to further effectuate the terms of this agreement.
6. Expenses: Each party hereto shall pay its own expenses incidental
--------
to the carrying out of the provisions of this Agreement and the consummation of
the transactions contemplated hereby.
7. Successors and Assigns: All authority herein conferred or agreed
----------------------
to be conferred shall survive the death or incapacity of either party, and any
obligation of either party hereto shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy,successors and
assigns of such party. Purchaser may assign its rights under this Agreement to
any corporation or other entity that is an affiliate of Purchaser (within the
meaning of the federal securities laws). Except as otherwise provided in the
preceding sentence, this Agreement may not be assigned by either party hereto
without the prior written consent of the other party.
8. Integration: This Agreement constitutes the entire agreement
-----------
between the parties hereto with respect to the purchase and sale of the Shares
and supersedes all other prior agreements and understandings.
9. Counterparts: This Agreement may be executed in any number of
------------
counterparts and each of such counterparts shall for any purposes be deemed to
be an original; and all such counterparts shall together constitute but one and
the same document.
10. Governing Law: This Agreement shall be construed in accordance
--------------
with and governed by the internal laws of the Commonwealth of Pennsylvania
without regard to otherwise applicable principals of conflicts of laws.
11. Specific Performance: Seller acknowledges that the Shares are
--------------------
unique and otherwise not available and agrees that in addition to any other
remedies, Purchaser may invoke any equitable remedies to enforce delivery of the
Shares hereunder, including, without limitation, an action or suit for specific
performance.
[Signature Page Follows]
-4-
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
SELLER
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------
XXXXXX X. XXXXXX
Address: c/o Recorp Management, Inc.
0000 X. Xxxxxxxx Xxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
Taxpayer I.D. Number: ###-##-####
PURCHASER
/s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------------------
XXXXXXXX X. XXXXXXXX
[Signature Page to Purchase Agreement]
-5-
