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UNIT PURCHASE AGREEMENT
Private and Confidential
THIS UNIT PURCHASE AGREEMENT, (the
“Agreement”) made this 28th day of February, 2008 (the
“Effective Date”), by and among Greenwich Holdings, LLC
corporation with a principal address of 106 Glenwood Dr. S.,
Liverpool, NY 13090 (“Buyer”) and Belmont Partners, LLC
(“Seller”), and All-State Properties, L.P., (the
“Company”) (Buyer, Seller and Company each a
“Party” and collectively the
“Parties”).
W I T N E S S E T H:
WHEREAS, the Seller owns a majority of the capital
units of the company; and
WHEREAS, Buyer wishes to purchase a control block
consisting of approximately fifty and one one-thousandth percent
(50.001%) of the outstanding common units of the Company (the
“Units”);
NOW, THEREFORE, in consideration of the mutual
promises, covenants, and representations contained herein, and
subject to the terms and conditions hereof, the Parties agree as
follows:
1.
Agreement to Purchase and Sell .
Seller will sell to Buyer and Buyer agrees to purchase the
Units from Seller in exchange for:
a)
One hundred Eighty Eight Thousand
U.S. dollars ($188,000.00) (the “Purchase
Price”), to be paid to Seller on or about 5:00 PM EST
February 29, 2008 (the “Closing”), payable according
to the terms and conditions set forth in Section 3(a) herein;
and
b)
Fifty and one one-thousandth percent
(50.001%) of the issued and outstanding common units, which
shall be not more than nine million common units (9,000,000) of
the Company according to the terms and conditions set forth in
Section 3(b) herein.
2.
Closing . On or about the Closing the
Parties shall perform, in order:
a)
Buyer shall deliver to Seller a copy of this
Agreement executed by Buyer;
b)
Seller shall deliver a fully executed copy of
this Agreement to Buyer;
c)
The Escrowed Funds (defined in Section 3(a)
herein) shall be released to Seller;
d)
Seller shall cause the board of directors of the
company to execute a resolution approving the terms of this
Agreement and whereby all current Director’s resign and
Buyer is appointed as a Director of the Company (the
“Appointment”);
e)
Buyer shall deliver to Seller a resolution of
the Board of Directors of the
Company and Irrevocable Transfer Agent
Instructions to effectuate performance of Section 3(b) of this
Agreement;
f)
Seller shall deliver to Buyer, at closing or
within two (2) business days:
(i)
Units certificate(s) evidencing the Units;
(ii)
the Appointment;
(iii)
to the extent reasonable available to Seller,
true and correct copies of all of the Company’s business,
financial and corporate records including but not limited to:
correspondence files, bank statements, checkbooks, minutes of
shareholder and directors meetings, financial statements,
shareholder listings, Units transfer records, agreements and
contracts.
3.
Payment Terms.
a)
Buyer has previously placed a deposit of one
hundred thousand U.S. dollars ($100,000.00) with Seller
(the “Deposit”). The balance of the Purchase
Price (the “Balance”) shall be deposited into the
escrow account on behalf of the Seller on or before the Closing
(the Deposit and the Balance collectively the “Escrowed
Funds”). Escrow Account wire transfer
instructions are as follows:
Bank Name: The Rappahannock National Bank
Washington, Virginia 22747
Account Name: Belmont Partners, LLC
Account Number: 1089129
Routing Number: 051-402-974
b)
Right of First Refusal. Seller shall
have the right to sell controlling interest in the company, to
be mutually agreed to by Seller and Buyer under a separate
document.
4.
Representations and Warranties of Seller .
Seller hereby represents and warrants to Buyer that the
statements in the following paragraphs of this Section 4 are all
true and complete as of the date hereof:
a)
Title to Units. Seller is the record and
beneficial owner and has sole managerial and dispositive
authority with respect to the Units and has not granted any
person a proxy that has not expired or been validly withdrawn.
The sale and delivery of the Units to Buyer pursuant to
this Agreement will vest in Buyer the legal and valid title to
the Units, free and clear of all liens, security interests,
adverse claims or other encumbrances of any character whatsoever
(“Encumbrances”) (other than Encumbrances created by
Buyer and restrictions on resales of the Units under applicable
securities laws).
b)
Liabilities of the Company. Seller makes no
representation as to the existence or non-existence of
liabilities of the Company except as explicitly stated in this
Agreement.
2
Buyer is solely responsible for conducting his
own due diligence with respect to the Company and its
liabilities and for gathering enough information upon which to
base an investment decision in the Units. Buyer
acknowledges that:
(i)
Seller has made no representations with respect
to the Company or its status except as explicitly stated in this
Agreement; and
(ii)
the Company is being taken “as
is”.
c)
Full Power and Authority. Seller represents that
he has full power and authority to enter into this
Agreement.
5.
Representations and Warranties of Buyer
.
Buyer hereby represents and warrants to Seller that
the statements in the following paragraphs of this Section 5 are
all true and complete as of the date hereof:
a)
Exempt Transaction.
Buyer understands that the offering and sale of
the Units is intended to be exempt from registration under the
Securities Act of 1933, as amended (the “Act”) and
exempt from registration or qualification under any state
law.
b)
Full Power and Authority. Buyer represents
that he has full power and authority to enter into this
Agreement.
c)
Units. The Units to be purchased by Buyer
hereunder will be acquired for investment for Buyer’s own
account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof, and Buyer has no present
intention of selling, granting any participation in, or
otherwise distributing the same.
d)
Information Concerning the Company.
Buyer has conducted his own due diligence with respect to
the Company and its liabilities and believes he has enough
information upon which to base an investment decision in the
Units. Buyer acknowledges that Seller has made no
representations with respect to the Company, its status, or the
existence or non-existence of liabilities in the Company except
as explicitly stated in this Agreement. Buyer is taking
the Company “as is” and acknowledges and assumes all
liabilities of the Company.
e)
Investment Experience. The Buyer
understands that purchase of the Units involves substantial
risk. The Buyer: (i) has experience as a purchaser in
securities of companies in the development stage and
acknowledges that he can bear the economic risk of Buyer’s
investment in the Units; and (ii) has such knowledge and
experience in financial, tax, and business matters so as to
enable Buyer to evaluate the merits and risks of an investment
in the Units, to protect Buyer’s own interests in
connection with the investment and to make an informed
investment decision with respect thereto.
f)
No Oral Representations.
No oral or written representations have been
made other than or in addition to those stated in this
Agreement. Buyer
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