-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EpzVGdoajVGKUzHWDLvZwUSZCXM5+l3y16jOz7ZX8O7H4DZ84s9S+JgcQhhXnItz XYwYuzotMuPnbcNpDJcW+Q== 0001021408-02-012937.txt : 20021028 0001021408-02-012937.hdr.sgml : 20021028 20021028160532 ACCESSION NUMBER: 0001021408-02-012937 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20021028 GROUP MEMBERS: GLENDI PUBLICATIONS INC GROUP MEMBERS: KAPPA MEDIA GROUP INC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARABOTS NICK G CENTRAL INDEX KEY: 0000918213 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 590936128 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 736 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2156435800 FORMER COMPANY: FORMER CONFORMED NAME: NICK G KARABOTS DATE OF NAME CHANGE: 19940127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12681 FILM NUMBER: 02800038 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127054700 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (the "Act") (Amendment No. 15) AMREP Corporation ----------------- (Name of Issuer) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 032159105 --------- (CUSIP Number) Nicholas G. Karabots P.O. Box 736 Fort Washington, PA 19034 (215) 643-5800 With a copy to: F. Douglas Raymond Drinker Biddle & Reath LLP One Logan Square 18/th/ and Cherry Streets Philadelphia, PA 19103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 25, 2002 ---------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties to whom copies are to be sent. CUSIP No. 032159105 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Nicholas G. Karabots - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 3,588,933 Shares -------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by -------------------------------------------------------------- Each 9. Sole Dispositive Power 3,588,933 Reporting -------------------------------------------------------------- Person With 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,588,933 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 54.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person IN - -------------------------------------------------------------------------------- CUSIP No. 032159105 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Glendi Publications, Inc. 59-2235938 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds Not Applicable - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 1,471,180 Shares ------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power 1,471,180 Reporting ------------------------------------------------------------- Person With 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,471,180 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.4% - -------------------------------------------------------------------------------- 14. Type of Reporting Person CO - -------------------------------------------------------------------------------- CUSIP No. 032159105 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kappa Media Group, Inc. 23-3047713 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds Not Applicable - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Pennsylvania - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 410,000 Shares ----------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by ----------------------------------------------------------------- Each 9. Sole Dispositive Power 410,000 Reporting ----------------------------------------------------------------- Person With 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 410,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person CO - -------------------------------------------------------------------------------- This Amendment No. 15 to Schedule 13D ("Amendment No. 15") amends and supplements the prior statement on Schedule 13D (the "Statement") as filed by Nicholas G. Karabots on Amendment No. 14 to Schedule 13D filed on January 4, 2002, Amendment No. 13 to Schedule 13D filed November 30, 2001, Amendment No. 12 to Schedule 13D filed on October 24, 2001, Amendment No. 11 to Schedule 13D filed on June 6, 2000, Amendment No. 10 to Schedule 13D filed on July 31, 1996, Amendment No. 9 to Schedule 13D filed on September 25, 1995, Amendment No. 8 to Schedule 13D filed on January 12, 1995, Amendment No. 7 to Schedule 13D filed on January 5, 1995, Amendment No. 6 to Schedule 13D filed on September 15, 1994, Amendment No. 5 to Schedule 13D filed on June 2, 1994, Amendment No. 4 to Schedule 13D filed on March 1, 1994, and Amendment No. 3 to Schedule 13D filed on January 31, 1994. Amendment No. 3 to Schedule 13D amended and restated the entire text of the Statement on Schedule 13D filed on August 4, 1993, as amended by Amendment No. 1 filed on December 22, 1993 and Amendment No. 2 filed on January 21, 1994, all of which relate to the Common Stock (the "Common Stock"), $.10 par value, of AMREP Corporation, an Oklahoma corporation (the "Corporation"). In the event that any disclosure contained in this Amendment No. 15 is inconsistent with the disclosures contained in the Statement, the disclosures contained herein shall supersede such inconsistent disclosures from the date of this Amendment No. 15. Item 3. Source and Amounts of Funds or Other Consideration. Item 3 of the Statement is hereby amended by adding two new paragraphs following the last paragraph of Item 3 to read as follows: Mr. Karabots acquired beneficial ownership of an aggregate of 211,100 shares of Common Stock on October 25, 2002 pursuant to four Share Purchase Agreements (the "Agreements"), each dated October 25, 2002, between Mr. Karabots on the one hand and Greenplex Investments, L.L.C., Hart Interior Design Ltd., Rio Verde 120 Limited Liability Company, and Credo Investments, L.L.C. (the "Sellers") on the other hand, for an aggregate purchase price of $1,847,125, or $8.75 per share. Copies of the Agreements are attached hereto as Exhibit U, V, W and X and are all incorporated herein by reference. Mr. Karabots purchased these shares using his personal funds. Mr. Karabots acquired beneficial ownership of an aggregate of 2,000 shares of Common Stock on June 5, 2002 through the exercise of Non-Employee Director Stock Options for an aggregate exercise price of $13,030, whereby he purchased 500 shares at $6.59 per share, 500 shares at $7.75 per share, 500 shares at $5.84 per share and 500 shares at $5.88 per share. Mr. Karabots purchased these shares using his personal funds. Item 4. Purpose of the Transaction. Item 4 of the Statement is hereby amended by replacing the second sentence of the first paragraph in its entirety with the following: Mr. Karabots now beneficially owns approximately 54.6% of the outstanding Common Stock through direct and indirect holdings. Item 5. Interest in Securities of the Company. Item 5 of the Statement is hereby amended by deleting paragraphs (a) and (b) thereof and substituting therefor the following: (a) Mr. Karabots beneficially owns all of the 3,588,933 shares of the Common Stock reported on this Statement, which shares represent approximately 54.6% of the outstanding shares of the Common Stock./1/ Mr. Karabots beneficially owns 1,385,653 of such shares of the Common Stock directly, 1,471,180 of such shares indirectly through Glendi, 410,000 of such shares indirectly through Kappa, and the remaining 322,100 of such shares indirectly through the Foundation. In addition, 500 of the shares of Common Stock of the Company beneficially owned by Mr. Karabots represent options to purchase Common Stock which are currently exercisable. (b) Mr. Karabots has sole voting and sole dispositive power as to all of the 3,588,933 shares of the Common Stock reported on this Statement. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company. Item 6 of the Statement is hereby amended by adding a new twelfth paragraph by inserting the following paragraph immediately after the eleventh paragraph and before the last paragraph: On October 25, 2002, Mr. Karabots purchased an aggregate of 211,100 shares of the Common Stock for an aggregate purchase price of $1,847,125, or $8.75 per share pursuant to the Agreements with the Sellers. Copies of these agreements are attached hereto as Exhibit U, V, W and X and all are incorporated herein by reference. Item 7. Material Filed as Exhibits. Item 7 of the Statement is hereby amended by adding five new paragraphs following the last paragraph of Item 7 as follows: U. Share Purchase Agreement, dated October 25, 2002, by and between Nicholas G. Karabots and Greenplex Investments, L.L.C. V. Share Purchase Agreement, date October 25, 2002, by and between Nicholas G. Karabots and Hart Interior Design Ltd. W. Share Purchase Agreement, dated October 25, 2002, by and between Nicholas G. Karabots and Rio Verde 120 Limited Liability Company. X. Share Purchase Agreement, dated October 25, 2002, by and between Nicholas G. Karabots and Credo Investments, L.L.C. - --------------- /1/ The percentage of outstanding shares of Common Stock was calculated with reference to the number of shares outstanding as of July 31, 2002, reported in the Corporation's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2002, stated therein as amounting to 6,577,612. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 25, 2002 /s/ Nicholas G. Karabots --------------------------- Nicholas G. Karabots After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GLENDI PUBLICATIONS, INC. Date: October 25, 2002 /s/ Nicholas G. Karabots --------------------------- Nicholas G. Karabots, Chairman After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. KAPPA MEDIA GROUP, INC. Date: October 25, 2002 /s/ Nicholas G. Karabots ---------------------------- Nicholas G. Karabots, Chairman EX-99.U 3 dex99u.txt SHARE PURCHASE AGREEMENT - GREENPLEX INVESTMENTS EXHIBIT U SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement), dated as of October 25, 2002 ("Closing Date"), is made by and between Greenplex Investments, L.L.C., an Arizona limited liability company, ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND Seller is the owner of Seventy-Five Thousand Seven Hundred (75,700) shares of the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma corporation (the "Company"), represented by the following certificates: NY 18696 for 10,000 shares; NY 18699 for 14,700 shares; NY 18700 for 14,000 shares; NY 18703 for 12,200 shares; NY 18709 for 10,000 shares; NY 18712 for 10,500 shares; and NY 18718 for 4,300 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) At a closing to be held at the offices of Drinker, Biddle & Reath LLP, One Logan Square, 18/th/ and Cherry Streets, Philadelphia Pennsylvania, at or before 9:30 a.m., on October 30, 2002, or at such other place or on such other date or time as the parties hereto shall mutually agree (the "Closing Date") Seller shall sell, convey, transfer, and deliver to Purchaser, and Purchaser shall purchase from Seller, the Shares for an aggregate purchase price of $662,375.00 (the "Purchase Price"), representing $8.75 for each share, payable in accordance with Section 1(b) hereof. (b) At the Closing, Seller shall deliver to Purchaser certificate numbers NY 18696, NY 18699, NY 18700, NY 18703, NY 18709, NY 18712 and NY 18718 representing all of the Shares to be transferred to Purchaser hereby, duly endorsed in blank and 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), and 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 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 majority 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 then those contained herein. (b) Purchaser hereby represents and warrants to Seller the following: (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 2 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. Conditions to Closing: (a) The obligations of Seller under this Agreement are subject to the conditions that (i) the representations and warranties of Purchaser set forth in Section 2(b) hereof shall be true at and as of the Closing Date as through such representations and warranties were made at and as of the Closing Date, and (ii) Purchaser shall have delivered to Seller a certificate dated the Closing Date to the foregoing effect, in form substantially similar to Exhibit A attached hereto. (b) The obligations of Purchaser under this Agreement are subject to the conditions that (i) the representations and warranties of Seller set forth in Section 2(a) hereof shall be true at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, and (ii) Seller shall have delivered to Purchaser a certificate, dated the Closing Date to the foregoing effect, signed by an appropriate executive officer of Seller, in form substantially similar to Exhibit B attached hereto. 4. 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. 5. 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 3 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. 6. 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, such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this Agreement. 7. Expenses: Each party hereto shall pay its own expenses incidental to the carrying out of the provisions of the Agreement and the consummation of the transactions contemplated hereby. 8. 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. 9. 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. 10. Counterparts: This Agreement may be executed in any number of counterparts and each of such counterparts shall for any purpose be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 11. 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. 12. 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 GREENPLEX INVESTMENTS, L.L.C., an Arizona limited liability company By: /s/ David P. Maniatis ------------------------------------------- David P. Maniatis, Manager Address: 7720 E. Redfield Road, Suite 8 Scottsdale, AZ 85260 Taxpayer Identification Number: 86-0805127 PURCHASER /s/ Nicholas G. Karabots ----------------------------------------------- NICHOLAS G. KARABOTS [Signature Page to Purchase Agreement] 5 Exhibit A Closing Certificate Nicholas G. Karabots ("Purchaser"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated as of October 25, 2002 (the "Agreement") by and among Greenplex Investments, L.L.C., an Arizona limited liability company, and Purchaser, hereby certifies that: 1. The representations and warranties of Purchaser contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Purchaser has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Purchaser on or before the date hereof. IN WITNESS WHEREOF, Purchaser has executed this certificate as of this ____ day of October 2002. PURCHASER ____________________________________________ NICHOLAS G. KARABOTS 6 Exhibit B Closing Certificate Greenplex Investments, L.L.C., an Arizona limited liability company ("Seller"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated as of October 25, 2002 (the "Agreement") by and among Seller Nicholas G. Karabots, hereby certifies that: 1. The representations and warranties of Seller contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Seller has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Seller on or before the date hereof. IN WITNESS WHEREOF, Seller has executed this certificate as of this ____ day of October 2002. GREENPLEX INVESTMENTS, L.L.C., an Arizona limited liability company By:_________________________________ David P. Maniatis, Manager 7 EX-99.V 4 dex99v.txt SHARE PURCHASE AGREEMENT - HART INTERIOR DESIGN EXHIBIT V SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement), dated as of October 25, 2002 ("Closing Date"), is made by and between Hart Interior Design, Ltd., an Arizona corporation, ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND Seller is the owner of One Hundred Twenty-Two Thousand Seven Hundred (122,700) shares of the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma corporation (the "Company"), represented by the following certificates: NY 18713 for 100 shares; NY 18714 for 22,600 shares and NY 18715 for 100,000 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) At a closing to be held at the offices of Drinker, Biddle & Reath LLP, One Logan Square, 18/th/ and Cherry Streets, Philadelphia Pennsylvania, at or before 9:30 a.m., on October 30, 2002, or at such other place or on such other date or time as the parties hereto shall mutually agree (the "Closing Date")Seller shall sell, convey, transfer, and deliver to Purchaser, and Purchaser shall purchase from Seller, the Shares for an aggregate purchase price of $1,073,625.00 (the "Purchase Price"), representing $8.75 for each share, payable in accordance with Section 1(b) hereof. (b) At the Closing, Seller shall deliver to Purchaser certificate numbers NY 18713, NY 18714 and NY 18715 representing all of the Shares to be transferred to Purchaser hereby, duly endorsed in blank and 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), and 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 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 majority 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 then those contained herein. (b) Purchaser hereby represents and warrants to Seller the following: (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 2 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. Conditions to Closing: (a) The obligations of Seller under this Agreement are subject to the conditions that (i) the representations and warranties of Purchaser set forth in Section 2(b) hereof shall be true at and as of the Closing Date as through such representations and warranties were made at and as of the Closing Date, and (ii) Purchaser shall have delivered to Seller a certificate dated the Closing Date to the foregoing effect, in form substantially similar to Exhibit A attached hereto. (b) The obligations of Purchaser under this Agreement are subject to the conditions that (i) the representations and warranties of Seller set forth in Section 2(a) hereof shall be true at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, and (ii) Seller shall have delivered to Purchaser a certificate, dated the Closing Date to the foregoing effect, signed by an appropriate executive officer of Seller, in form substantially similar to Exhibit B attached hereto. 4. 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. 5. 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 3 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. 6. 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, such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this Agreement. 7. Expenses: Each party hereto shall pay its own expenses incidental to the carrying out of the provisions of the Agreement and the consummation of the transactions contemplated hereby. 8. 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. 9. 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. 10. Counterparts: This Agreement may be executed in any number of counterparts and each of such counterparts shall for any purpose be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 11. 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. 12. 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 HART INTERIOR DESIGN, LTD., an Arizona corporation By: /s/ Athena Hart --------------------------------------------- Athena Hart, its President Address: c/o Recorp Management, Inc. 7720 E. Redfield Road, Suite 8 Scottsdale, AZ 85260 Taxpayer Identification Number: 86-0561446 PURCHASER /s/ Nicholas G. Karabots ------------------------------------------------ NICHOLAS G. KARABOTS [Signature Page to Purchase Agreement] 5 Exhibit A Closing Certificate Nicholas G. Karabots ("Purchaser"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated as of October 25, 2002 (the "Agreement") by and among Hart Interior Design, Ltd., an Arizona corporation, and Purchaser, hereby certifies that: 1. The representations and warranties of Purchaser contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Purchaser has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Purchaser on or before the date hereof. IN WITNESS WHEREOF, Purchaser has executed this certificate as of this day ____ of October 2002. PURCHASER ____________________________________ NICHOLAS G. KARABOTS 6 Exhibit B Closing Certificate Hart Interior Design, Ltd., an Arizona corporation ("Seller"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated as of October 25, 2002 (the "Agreement") by and among Seller Nicholas G. Karabots, hereby certifies that: 1. The representations and warranties of Seller contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Seller has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Seller on or before the date hereof. IN WITNESS WHEREOF, Seller has executed this certificate as of this ____ day of October 2002. HART INTERIOR DESIGN, LTD., an Arizona corporation By:________________________________ Athena Hart, its President 7 EX-99.W 5 dex99w.txt SHARE PURCHASE AGREEMENT - RIO VERDE 120 LLC EXHIBIT W SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement), dated as of October 25, 2002 ("Closing Date"), is made by and between Rio Verde 120 Limited Liability Company, an Arizona limited liability company, ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND Seller is the owner of Two Thousand Eight Hundred (2,800) shares of the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma corporation (the "Company"). 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) At a closing to be held at the offices of Drinker, Biddle & Reath LLP, One Logan Square, 18/th/ and Cherry Streets, Philadelphia Pennsylvania, at or before 9:30 a.m., on October 30, 2002, or at such other place or on such other date or time as the parties hereto shall mutually agree (the "Closing Date") Seller shall sell, convey, transfer, and deliver to Purchaser, and Purchaser shall purchase from Seller, the Shares for an aggregate purchase price of $24,500.00 (the "Purchase Price"), representing $8.75 for each share, payable in accordance with Section 1(b) hereof. (b) At the Closing, Seller shall deliver to Purchaser certificate number NY 18719 representing all of the Shares to be transferred to Purchaser hereby, duly endorsed in blank and 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), and 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 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 majority 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 then those contained herein. (b) Purchaser hereby represents and warrants to Seller the following: (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. 2 (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. Conditions to Closing: (a) The obligations of Seller under this Agreement are subject to the conditions that (i) the representations and warranties of Purchaser set forth in Section 2(b) hereof shall be true at and as of the Closing Date as through such representations and warranties were made at and as of the Closing Date, and (ii) Purchaser shall have delivered to Seller a certificate dated the Closing Date to the foregoing effect, in form substantially similar to Exhibit A attached hereto. (b) The obligations of Purchaser under this Agreement are subject to the conditions that (i) the representations and warranties of Seller set forth in Section 2(a) hereof shall be true at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, and (ii) Seller shall have delivered to Purchaser a certificate, dated the Closing Date to the foregoing effect, signed by an appropriate executive officer of Seller, in form substantially similar to Exhibit B attached hereto. 4. 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. 5. 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 3 information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. 6. 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, such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this Agreement. 7. Expenses: Each party hereto shall pay its own expenses incidental to the carrying out of the provisions of the Agreement and the consummation of the transactions contemplated hereby. 8. 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. 9. 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. 10. Counterparts: This Agreement may be executed in any number of counterparts and each of such counterparts shall for any purpose be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 11. 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. 12. 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 RIO VERDE 120 LIMITED LIABILITY COMPANY, An Arizona limited liability company BY: RECORP MANAGEMENT, INC., an Arizona corporation, Manager/Partner By: /s/ David P. Maniatis -------------------------------------------- David P. Maniatis, Its Secretary Address: 7720 E. Redfield Road, Suite 8 Scottsdale, AZ 85260 Taxpayer Identification Number: 86-0730270 PURCHASER /s/ Nicholas G. Karabots ------------------------------------------------ NICHOLAS G. KARABOTS [Signature Page to Purchase Agreement] 5 Exhibit A Closing Certificate Nicholas G. Karabots ("Purchaser"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated as of October 25, 2002 (the "Agreement") by and among Rio Verde 120 Limited Liability Company, an Arizona limited liability company, and Purchaser, hereby certifies that: 1. The representations and warranties of Purchaser contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Purchaser has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Purchaser on or before the date hereof. IN WITNESS WHEREOF, Purchaser has executed this certificate as of this ____ day of October 2002. PURCHASER ___________________________________ NICHOLAS G. KARABOTS 6 Exhibit B Closing Certificate Rio Verde 120 Limited Liability Company, an Arizona limited liability company ("Seller"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated as of October 25, 2002 (the "Agreement") by and among Seller Nicholas G. Karabots, hereby certifies that: 1. The representations and warranties of Seller contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Seller has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Seller on or before the date hereof. IN WITNESS WHEREOF, Seller has executed this certificate as of this ____ day of October 2002. RIO VERDE 120 LIMITED LIABILITY COMPANY, an Arizona limited liability company, BY: RECORP MANAGEMENT, INC., an Arizona corporation, Manager/Partner By: ________________________________________ David P. Maniatis, Its Secretary 7 EX-99.X 6 dex99x.txt SHARE PURCHASE AGREEMENT - CREDO INVESTMENTS LLC EXHIBIT X SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement), dated as of October 25, 2002 ("Closing Date"), is made by and between Credo Investments, L.L.C., an Arizona limited liability company, ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND Seller is the owner of Nine Thousand Nine Hundred (9,900) shares of the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma corporation (the "Company"). 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) At a closing to be held at the offices of Drinker, Biddle & Reath LLP, One Logan Square, 18/th/ and Cherry Streets, Philadelphia Pennsylvania, at or before 9:30 a.m., on October 30, 2002, or at such other place or on such other date or time as the parties hereto shall mutually agree (the "Closing Date") Seller shall sell, convey, transfer, and deliver to Purchaser, and Purchaser shall purchase from Seller, the Shares for an aggregate purchase price of $86,625.00 (the "Purchase Price"), representing $8.75 for each share, payable in accordance with Section 1(b) hereof. (b) At the Closing, Seller shall deliver to Purchaser certificate number NY 18720 representing all of the Shares to be transferred to Purchaser hereby, duly endorsed in blank and 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), and Purchaser shall pay the Purchase Price to Seller by check or wire transfer of immediately available funds. 2. Representation 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 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 majority 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 then those contained herein. (b) Purchaser hereby represents and warrants to Seller the following: (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. 2 (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. Conditions to Closing: (a) The obligations of Seller under this Agreement are subject to the conditions that (i) the representations and warranties of Purchaser set forth in Section 2(b) hereof shall be true at and as of the Closing Date as through such representations and warranties were made at and as of the Closing Date, and (ii) Purchaser shall have delivered to Seller a certificate dated the Closing Date to the foregoing effect, in form substantially similar to Exhibit A attached hereto. (b) The obligations of Purchaser under this Agreement are subject to the conditions that (i) the representations and warranties of Seller set forth in Section 2(a) hereof shall be true at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, and (ii) Seller shall have delivered to Purchaser a certificate, dated the Closing Date to the foregoing effect, signed by an appropriate executive officer of Seller, in form substantially similar to Exhibit B attached hereto. 4. 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. 5. 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 3 information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. 6. 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, such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this Agreement. 7. Expenses: Each party hereto shall pay its own expenses incidental to the carrying out of the provisions of the Agreement and the consummation of the transactions contemplated hereby. 8. 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. 9. 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. 10. Counterparts: This Agreement may be executed in any number of counterparts and each of such counterparts shall for any purpose be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 11. 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. 12. 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 CREDO INVESTMENTS, L.L.C., an Arizona limited liability company By: /s/ Mark E. Faucher, Manager ---------------------------------------- Mark E. Faucher Address: 7720 E. Redfield Road, Suite 8 Scottsdale, AZ 85260 Taxpayer Identification Number: 86-0806064 PURCHASER /s/ Nicholas G. Karabots -------------------------------------------- NICHOLAS G. KARABOTS [Signature Page to Purchase Agreement] 5 Exhibit A Closing Certificate Nicholas G. Karabots ("Purchaser"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated as of October 25, 2002 (the "Agreement") by and among Credo Investments, L.L.C., an Arizona limited liability company, and Purchaser, hereby certifies that: 1. The representations and warranties of Purchaser contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Purchaser has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Purchaser on or before the date hereof. IN WITNESS WHEREOF, Purchaser has executed this certificate as of this ____ day of October 2002. PURCHASER _____________________________________________ NICHOLAS G. KARABOTS 6 Exhibit B Closing Certificate Credo Investments, L.L.C., an Arizona limited liability company ("Seller"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated as of October 25, 2002 (the "Agreement") by and among Seller Nicholas G. Karabots, hereby certifies that: 1. The representations and warranties of Seller contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Seller has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Seller on or before the date hereof. IN WITNESS WHEREOF, Seller has executed this certificate as of this ____ day of October 2002. CREDO INVESTMENTS, L.L.C., an Arizona limited liability company By:___________________________________ Mark E. Faucher, Manager 7 -----END PRIVACY-ENHANCED MESSAGE-----