STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of the 30th day
of January, 2004, is by and between and Decorize, Inc., a Delaware corporation
(the "Company") and Xxx X. Xxxxx ("Purchaser").
WHEREAS, the Company desires to issue and sell to Purchaser, and Purchaser
desires to purchase from the Company, 375,000 shares (the "Shares") of the
common stock, $0.001 par value per share, of the Company; and
WHEREAS, the Company has issued that certain Promissory Note dated June 15,
2001, in the principal amount of $375,000, in favor of Purchaser (the "Note") of
which $375,000 in principal is currently outstanding; and
WHEREAS, the Company and Purchaser desire that in consideration for the
Shares, the outstanding balance of the Note be reduced by the amount of the
purchase price of the Shares, which amount shall be applied against payment for
the Shares; and
WHEREAS, the Company and Purchaser have agreed to provide for the sale of
the Shares in the manner set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:
1. PURCHASE AND SALE.
1.1 Sale of Shares. Upon the terms and subject to the conditions set forth
in this Agreement, the Company hereby agrees, upon the receipt of the
consideration described herein, to issue the Shares to Purchaser, and Purchaser
hereby agrees to purchase from the Company, all right, title, and interest in
and to all of the Shares, free of all liens, claims and encumbrances.
1.2 Consideration. The aggregate purchase price for the Shares is the sum
of $375,000 (the "Purchase Price"), at a price of $1.00 per Share, which shall
be paid by the reduction of the outstanding balance of the Note in the amount of
the Purchase Price. The Company shall issue a new 6% Subordinated Promissory
Note in the original principal amount of $56,451 as payment in full for any and
all interest accrued on the outstanding principal of the Note, which shall be in
the form of Exhibit A to this Agreement (the "New Note"). The New Note shall
mature on December 31, 2004, at which time all accrued interest and outstanding
principal shall be paid in full. Upon issuance of the New Note and the Shares,
the Note shall cease to be of any further force or effect.
1.3 Closing Procedure. Concurrent with the execution of this Agreement, (i)
the Company shall deliver to Purchaser, stock certificate(s) representing the
Shares, issued in the name of Purchaser, and (ii) the Note shall be amended and
the old principal amount of $375,000 shall be replaced with the new principal
amount of $56,451, which represents the interest accrued through
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January 16, 2004. All actions taken on the date hereof with respect to the
transactions contemplated hereunder shall be deemed to have been taken
simultaneously at the time the last of any such actions is taken or completed.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents
and warrants to Purchaser as follows:
2.1 Due Authorization. The Company has full capacity to enter into this
Agreement and to carry out its obligations hereunder. This Agreement has been
duly executed and delivered by the Company and constitutes the legal, valid, and
binding obligations of the Company, enforceable against the Company in
accordance with its terms.
2.2 No Conflicts or Consents. The execution and delivery by the Company of
this Agreement, and the performance of its obligations hereunder, do not and
will not (a) conflict with any agreement, judgment, license, order or permit
applicable to or binding upon the Company, (b) result in the acceleration of any
indebtedness owed by the Company, or (c) result in or require the creation of
any lien upon any assets or properties of the Company, except as expressly
contemplated herein.
2.3 Title to Shares. The Shares, when issued by the Company to Purchaser
upon payment in full of the Purchase Price, will be validly issued, fully paid
and non-assessable.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to the Company as follows:
3.1 Due Authorization. Purchaser has full capacity to enter into this
Agreement and to carry out its obligations hereunder. This Agreement has been
duly executed and delivered by Purchaser and constitutes the legal, valid, and
binding obligations of Purchaser, enforceable against him in accordance with its
terms.
3.2 Investment Representations. Purchaser further represents and warrants
as follows:
(a) The undersigned is purchasing the Shares for his own account and not
with a view to resale or redistribution in a manner which would
require registration under the Securities Act of 1933, as amended (the
"Act"), or any state securities laws, or for sale in connection with a
"distribution," as that term is used in Section 2(11) of the Act, of
the Shares.
(b) The undersigned understands that the Shares are not registered under
the Act or the securities laws of any state and may not be disposed of
in whole or in part in the absence of registration under the Act or
any state securities laws, unless an exemption from registration is
available.
(c) The undersigned understands that there will be no public market for
the Shares, and that even if such a market were to develop, it may not
be possible for the undersigned to readily liquidate his investment.
As a consequence, the undersigned
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may never be able to sell or dispose of such securities and may thus
have to bear the risk of investment in such securities for a
substantial period of time. The undersigned has adequate means of
providing for his current and future contingencies and has no need for
liquidity with regard to his investment in the Shares.
(d) The undersigned has been informed and understands that the Shares,
upon issue, will have such restrictive legends as are required by law
or as the Company may otherwise deem appropriate.
(e) The undersigned has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks
of an investment in the Shares and making an informed decision with
respect to the purchase of the Shares. Purchaser is not relying upon
any representation or warranty by the Company with respect to the
value of the Shares, and accordingly no such representations or
warranties are made.
(f) The undersigned has had an opportunity to ask questions of and receive
satisfactory answers from the Company, or any person or persons acting
on the Company's behalf, concerning the terms and conditions of this
investment, and all such questions have been answered to the full
satisfaction of Purchaser.
4. MISCELLANEOUS PROVISIONS
4.1 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, heirs, and
assigns.
4.2 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.3 Entire Agreement. This Agreement and the documents referred to herein
contain the entire understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties,
conveyances or undertakings other than those expressly set forth herein. This
Agreement supersedes any prior agreements and understandings between the parties
with respect to the subject matter of this Agreement.
4.4 Modification. No change or modification of this Agreement shall be
valid or binding upon the parties hereto, nor shall any waiver of any term or
condition in the future be so binding, unless such change or modification or
waiver shall be in writing and signed by the parties hereto.
4.5 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the substantive laws of the State of Missouri without regard to
the conflict of law provisions thereof.
[signatures appear on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
The Company:
DECORIZE, INC.,
a Delaware corporation
By:
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Xxxx Xxxxxxxxx
Executive Vice President and
Chief Financial Officer
Purchaser:
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Xxx X. Xxxxx
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