COMMON STOCK REPURCHASE AGREEMENTStock Repurchase Agreement |
|
|
|
You are currently viewing: This Stock Repurchase Agreement involves
PRESIDENTIAL REALTY CORPORATION. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Stock Repurchase Agreement by:
Exhibit 10.2
COMMON STOCK REPURCHASE AGREEMENT
This Common Stock Repurchase Agreement (the "Agreement") is made
and
entered into as of July 14, 2008, between Presidential Realty
Corporation, a
Delaware corporation (the "Company"), and Charles Frischer, 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, 17,000
shares of
the Company's Class A Common Stock and 200,000 shares of the
Company's Class B
Common stock, (collectively the "Shares") held by the Stockholder,
on the terms
and subject to the conditions set forth below (the
"Repurchase").
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 Share, for
a total
repurchase price of $1,193,500 (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.
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) Ownership of Shares. The Stockholder owns, of record






