STOCK
PURCHASE AGREEMENT, made
as of the 1 st day of May, 2009, by and between STUART
GREENVALD and ABRAHAM WEINZIMER (collectively, the
“Buyer”) and DCAP GROUP, INC. (the
“Seller”).
RECITALS
WHEREAS , DCAP Management Corp., a New York corporation
(“Management”), having its principal place of business
at 1158 Broadway, Hewlett, New York 11557, was duly organized under
and by virtue of the laws of the State of New York.
WHEREAS , the Seller is the owner of one hundred (100)
shares of Common Stock, no par value, of Management (the
“Management Shares”) which represents all of
Management =
s issued and outstanding
shares.
WHEREAS , Dealers Choice Automotive Planning Inc., a New
York corporation (“Dealers Choice”), having
its principal place of business at 1158 Broadway,
Hewlett, New York 11557, was duly organized under and by virtue of
the laws of the State of New York.
WHEREAS , the Seller is the owner of one hundred (100)
shares of Common Stock, no par value, of Dealers Choice
(the “Dealers Choice Shares”) which
represents all of Dealers Choice =
s issued and outstanding
shares.
WHEREAS , DCAP Agency, Inc., a New York corporation
(“Agency” and together with Management and Dealers
Choice, the “Company”), having its principal place of
business at 1158 Broadway, Hewlett, New York 11557, was duly
organized under and by virtue of the laws of the State of New
York.
WHEREAS , the Seller is the owner of fifty (50) shares
of Common Stock, no par value, of Agency (the “Agency
Shares” and together with the Management Shares and the
Dealers Choice Shares, the “Shares”) which represents
50% of Agency’s issued and outstanding shares.
WHEREAS , the Seller desires to sell, and the Buyer
desires to purchase, all of the Shares subject to the terms and
conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1.
Sale of Stock;
Security . (a) For and in consideration of the
Purchase Price (as hereinafter defined), the Seller hereby sells to
the Buyer, and the Buyer hereby purchases from the Seller, all of
the Shares.
(b)
The aggregate purchase price for the
Shares is Two Hundred Thousand Dollars ($200,000) (the
“Purchase Price”), payable by delivery to the Seller,
on the date hereof, of a promissory note in the principal amount of
Two Hundred Thousand Dollars ($200,000) (the “Promissory
Note”).
(c) As security for
the satisfaction of the Buyer’s obligations under the
Promissory Note, simultaneously herewith, the Buyer is granting to
the Seller a security interest in all of the Shares pursuant to a
Pledge Agreement of even date between the Seller and the Buyer (the
“Pledge Agreement”).
2.
Representations of the
Seller . The Seller represents and warrants
to the Buyer as follows:
(a) Ownership of
Shares . The Seller is the sole owner and
holder of the Shares, free and clear of all liens and
encumbrances.
(i) The authorized
capital stock of each of Management and Dealers Choice consists of
two hundred (200) shares of Common Stock, no par value, one hundred
(100) of which are issued and outstanding and held by the
Seller.
(ii) The authorized
capital stock of Agency consists of two hundred (200) shares of
Common Stock, no par value, one hundred (100) of which are issued
and outstanding. The Seller holds fifty (50) of such
shares.
(iii) There are no
subscriptions, options, warrants, rights, calls or other
commitments to which the Company or the Seller is a party, or by
which any of them is bound, calling for the issuance, sale,
transfer or other disposition of any class of securities of the
Company and there are no outstanding securities or instruments of
the Company convertible into or exchangeable for shares of Common
Stock or any other securities of the Company.
(c) Consents
. No consent of any governmental or other regulatory agency,
court or third party is required to be received by or on the part
of the Seller to enable it to enter into and carry out this
Agreement and the transactions contemplated hereby.
(d) Authority;
Binding Nature of Agreement . The Seller has
the power to enter into this Agreement and to carry out its
obligations hereunder. This Agreement constitutes the
valid and binding obligation of the Seller, and is enforceable in
accordance with its terms.
(e) No
Breach . Neither the execution and delivery of this
Agreement, nor compliance by the Seller with any of the provisions
hereof, nor the consummation of the transactions contemplated
hereby, will:
(i) violate any
provision of the Certificate of Incorporation or By-Laws, each as
amended, of the Seller;
(ii) violate any
judgment, order, injunction, decree or award against, or binding
upon, the Seller;
(iii) violate or
otherwise breach the terms of any agreement or understanding,
written or oral, to which the Seller is a party or is otherwise
bound; or
(iv) violate any law or
regulation of any jurisdiction relating to the Seller.
(f) Brokers
. The Seller has not engaged, consented to, or
authorized any broker, finder, investment banker or other third
party to act on its behalf, directly or indirectly, as a broker or
finder in connection with the transactions contemplated by this
Agreement.
(g)
Liabilities . Except as set forth on
Schedule 2(g), the Company has no liabilities; provided, however,
that no representation or warranty is made with respect to any
liabilities, actual or contingent, of the Company to any current or
former franchisee of Management or any affiliate of any such
franchisee or any other liability not required by generally
accepted accounting principles to be disclosed on a balance
sheet.
(h) Accounts
Receivable . Attached hereto as Schedule 2(h) is
a listing of the Company’s accounts receivable (the
“Accounts Receivable”).
(i) Notes
Receivable . Attached hereto as Schedule 2(i) is
a listing of the Company’s notes receivable (the “Notes
Receivable”).
(j) Threatened
Actions . The Seller is not currently aware of
any threatened legal action against Management.
3.
Representations of the
Buyer . The Buyer represents and warrants
to the Seller as follows:
(a) Consents
. No consent of any governmental or other
regulatory agency, court or third party is required to be received
by or on the part of either Buyer to enable him to enter into and
carry out this Agreement, the Promissory Note or the Pledge
Agreement and the transactions contemplated hereby or
thereby.
(b) Authority;
Binding Nature of Agreement . Each Buyer has
the power to enter into this Agreement, the Promissory Note and the
Pledge Agreement and to carry out his obligations hereunder and
thereunder. This Agreement, the Promissory Note and the
Pledge Agreement constitute the valid and binding obligations of
the Buyer and are enforceable in accordance with their respective
terms.
(c) No
Breach . Neither the execution and delivery of
this Agreement, the Promissory Note or the Pledge Agreement, nor
compliance by the Buyer with any of the provisions hereof or
thereof, nor the consummation of the transactions contemplated
hereby or thereby, will:
(i) violate any
judgment, order, injunction, decree or award against, or binding
upon, either Buyer;
(ii) violate or
otherwise breach the terms of any agreement or understanding,
written or oral, to which either Buyer is a
