Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration Statement 56 147K
2: EX-3.1 Certificate of Incorporation 2± 10K
3: EX-3.2 Bylaws 15 41K
4: EX-10.1 2001 Stock Option Plan 11 39K
5: EX-10.2 Real Estate Purchase and Sale Agreement 3 14K
6: EX-10.3 Office Space and Services Agreement 1 7K
7: EX-23.1 Consent 1 6K
Exhibit 10.2
REAL ESTATE PURCHASE AND SALE AGREEMENT
Agreement made this 15th day of June, 2001 by and between:
Dan Rubin ("Seller"), an individual doing business at Rubin Investment Group,
2121 Avenue of the Stars, Suite 101, Los Angeles, California 90067.
Rubin Investment Group, Inc. ("RIG"), a New York corporation with a principal
place of business at 2121 Avenue of the Stars, Suite 101, Los Angeles,
California 90067; and
Rubin Property Group, Inc. ("Buyer"), a Delaware corporation with a principal
place of business at 2121 Avenue of the Stars, Suite 101, Los Angeles,
California 90067.
WHEREAS, Seller is the owner of a fifty-percent (50%) undivided interest in a
parcel of undeveloped property in Woodland, California, located at 1434 East
Main Street, Woodland, California (the "Woodland Property").
WHEREAS, Buyer intends to file a registration statement with the Securities and
Exchange Commission ("SEC") regarding its initial public offering of securities,
and proposes to take all action necessary to have such registration declared
effective by the SEC (the date on which it is so declared being the "Effective
Date").
WHEREAS Seller desires to sell and Buyer desires to purchase the Woodland
Property on the Effective Date.
Now, therefore, the parties agree as follows:
1. Sale of Property. Subject to the terms and conditions set forth
herein, Buyer shall purchase and Seller shall sell the Woodland
Property.
2. Purchase Price. The purchase price for the Woodland Property shall be
One Million Five Hundred Thousand (1,500,000) shares of Buyer's common
stock, par value $.0001 per share (the "Shares"). The Shares shall be
issued to and in the name of RIG, and RIG is a third party beneficiary
of this agreement with full rights to enforce this agreement according
to its terms.
3. Closing. The closing (the "Closing") of this agreement shall occur on
the Effective Date. At the Closing, Seller shall deliver a fully
executed deed to the Woodland Property to Buyer, in recordable form
and Buyer shall deliver to RIG a certificate for the Shares in the
name of RIG.
4. Representations of Buyer. Buyer represents and warrants to RIG and Seller
as follows;
a) Buyer has full power and authority to enter into this agreement. This
agreement has been duly executed and delivered by Buyer and is
enforceable against Buyer according to its terms.
b) The registration statement shall have been declared effective by the
SEC as of the Effective Date.
c) At the Closing, the Shares will be validly issued, fully paid and
non-assessable.
5. Representation of Seller. Seller represents and warrants to RPG as follows:
a) This agreement has been duly executed and delivered by Seller and is
enforceable against Seller according to its terms.
b) Seller has good and marketable title to his interest in the Woodland
Property, free and clear of all liens and encumbrances.
6. Conditions of Closing.
a) Seller's obligations to close this agreement shall be subject to the
following condition:
i. All of Buyer's warranties and representations are true and
correct as of the date of closing; and
ii. The Effective Date has been declared by the SEC and no stop order
or other restraint has been entered to delay the Effective Date.
b) Buyer's obligations to close this agreement shall be subject to the
following conditions:
i. All of Seller's warranties and representations are true and
correct as of the date of closing; and
ii. The Effective Date has been declared by the SEC and no stop order
or other restraint have been entered to delay the Effective Date
7. Expenses. Each of the parties shall bear their own expenses incident to the
preparation, execution and performance of this agreement.
8. Notices. Any notice in connection with this Agreement shall be sent to each
party to the address set forth above or to the following facsimile or
e-mail numbers:
Buyer: Facsimile 310/407-0155 / E-Mail: rubin@rubininvestmentgroup.com
Seller: Facsimile 310/407-0155 E-Mail: rubin@rubininvestmentgroup.com
Any notices or communication under this agreement will be deemed delivered
to the party receiving such communication (i) on the delivery date if
delivered personally to the party; (ii) two business days after deposit
with a commercial overnight carrier, with written verification of receipt;
(iii) five business days after the mailing date, whether or not received,
if sent by US mail, return receipt requested; (iv) on the delivery date if
transmitted by confirmed facsimile or (v) on the delivery date if
transmitted by confirmed e-mail.
9. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The parties hereby
submit to the jurisdiction of the Federal and State courts located in Los
Angeles, California for the resolution of any dispute or controversy
arising hereunder. This Agreement may not be modified or amended, nor may
any of its provisions be waived, except by an agreement in writing signed
by all of the parties hereto. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter
hereof.
In witness whereof, the parties have executed this agreement as of the day and
date first above written.
Rubin Investment Group, Inc.
By: _______________________________
Dan Rubin, President/CEO
----------------------------------
Dan Rubin, Individually
Rubin Property Group, Inc.
By: ________________________________
` Dan Rubin, President/CEO
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