Exhibit 10.1
COMMON STOCK REPURCHASE AGREEMENT
This Common Stock Repurchase Agreement (the "Agreement") is made
and
entered into as of June 6, 2008, between Presidential Realty
Corporation, a
Delaware corporation (the "Company"), and Wilshire Enterprises,
Inc., 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, 12,100
shares of
the Company's Class A common stock, $0.10 par value per share (the
"Class A
Shares") and 226,800 shares of the Company's Class B Common stock,
$.10 par
value per share (the "Class B Shares") held by the Stockholder, on
the terms and
subject to the conditions set forth below (the "Repurchase"). The
Class A Shares
and the Class B Shares are referred to collectively as the
"Shares".
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 Class A
Share and $5.75
per Class B Share, for a total repurchase price of $1,370,650 (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.
The Company has informed the Stockholder that it has declared
a distribution of $.16 per share on its Class A and Class B shares
payable on
June 30, 2008 to stockholders of record on June 9, 2008 (the "June
30
Distribution"). The Company and Stockholder agree that if the
Shares have not
been transferred into the name of the Company on or before the June
9, 2008
record date and Stockholder has received or is entitled to receive
the June 30
Distribution, the Repurchase Price shall be decreased by the amount
of such
distribution.
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) Organization, Qualification, and Corporate Power. The S
