STOCK PURCHASE AGREEMENT
EXHIBIT
99.2
THIS
STOCK PURCHASE AGREEMENT is dated this 10th day of August, 2009 (the
“Agreement"), by and among Xxxxxx X. and Xxxxx X. Xxxxxx ("Seller") and Tandy
Leather Factory, Inc., a Delaware corporation (the "Company").
WITNESSETH:
WHEREAS,
Seller currently owns an aggregate of 1,798,932 shares of the Common Stock of
the Company; and
WHEREAS,
Seller desires to sell 500,000 shares (the "Shares") to the Company and the
Company desires to purchase the Shares from Seller.
NOW,
THEREFORE, in consideration of the premises and the mutual promises contained in
this Agreement, the parties hereto agree as follows:
1.
INCORPORATION OF RECITALS. The foregoing recitals are specifically incorporated
in this Agreement by this reference.
2.
PURCHASE AND SALE OF THE SHARES. Subject to the terms of this Agreement, Seller
agrees to sell to the Company, and the Company agrees to purchase from Seller, a
total of 500,000 Shares.
3.
PURCHASE CONSIDERATION. The purchase price for the Shares (the "Purchase Price")
shall be $2.85 per share in cash, or an aggregate purchase price to Seller of
$1,425,000.
4.
CLOSING.
(a) The
consummation of the transactions contemplated under this Agreement (the
"Closing") shall occur at the offices of the Company contemporaneously with the
execution of this Agreement (the "Closing Date"), unless otherwise agreed to by
the parties.
(b) At
the Closing, the Seller will deliver to the Company a certificate or
certificates representing 500,000 Shares of the Common Stock of the Company,
with certificates duly endorsed, or with stock powers attached, transferring the
Shares to the Company. The Company will pay to Seller the Purchase Price for
Seller's Shares by wire transfer.
5.
REPRESENTATIONS AND WARRANTIES OF THE SELLER. Seller hereby represents and
warrants to the Company as follows:
(a)
Seller is the legal owner of the Shares to be sold above;
(b)
Seller holds or, as of the Closing will hold, his Shares free and clear of all
liens, pledges, encumbrances and adverse claims;
(c)
Seller is duly authorized to enter into the Agreement and to sell the Shares,
and this Agreement is a legal, valid and binding agreement of Seller,
enforceable in accordance with its terms;
(d) The
execution, delivery and performance of this Agreement does not and will not
constitute a breach or violation of, or a default under, any agreement binding
upon any Seller, and does not require any consent or approval of any third
party; and
(e) Upon
the delivery to the Company of the certificates for the Shares, properly
endorsed or with appropriate stock powers sufficient for transfer of the Shares
to the Company, the Company will have acquired good and valid title thereto,
free and clear of all liens, pledges, encumbrances and adverse
claims.
6.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents
and warrants to the Seller as follows:
(a) The
Company has been duly organized and is validly existing under the laws of the
State of Delaware. The Company has the full corporate power and authority to
execute, deliver and perform its obligations under this Agreement;
(b) This
Agreement and the transactions contemplated hereby have been authorized by the
Company by all necessary corporate action of the Company, and this Agreement is
a legal, valid and binding agreement of the Company, enforceable in accordance
with its terms; and
(c) The
execution, delivery and performance of this Agreement does not and will not
constitute a breach or violation of, or a default under, the Company's Articles
of Incorporation
and By-Laws, or
require any consent or approval of any third party, except such consents or
approvals as shall have been obtained on or before the Closing
Date.
7.
CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligations of the Company to
complete the Closing are contingent upon the occurrence of each of the following
events:
(a)
Certificates for all of the Shares, together with all appropriate endorsements,
stock powers, assurances and such other documents as the Company may reasonably
request, in a form reasonably satisfactory to the Company, must be delivered to
the Company at the Closing;
(b) Each
of the representations and warranties of the Seller in Section 5 above shall be
true and correct on the Closing Date with the same effect as though all such
representations and warranties had been made on the Closing Date;
and
8.
CONDITIONS TO THE SELLER'S OBLIGATIONS.
(a) The
Purchase Price shall have been delivered to the Seller in the form and manner
described in Section 4 above;
(b) Each
of the representations and warranties of the Company set forth in Section 5
above shall be true on the Closing Date with the same effect as though all such
representations and warranties had been made on the Closing Date;
and
9.
NOTICES. All notices and other communications given under this Agreement shall
be in writing and shall be deemed given (a) on the date of delivery, if
delivered personally, (b) on the date of transmission, if sent via facsimile
transmission to the number given below, and telephonic confirmation of receipt
is obtained promptly after completion of transmission, (c) on the date after
delivery to a reputable nationally recognized overnight courier service, or (d)
three days after being mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or such other address for
a party as shall be specified by like notice):
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(i)
if to the Company:
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Tandy
Leather Factory, Inc.
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0000
Xxxxxxxxx Xxxx 000
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Xxxx
Xxxxx, Xxxxx 00000
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Attention: Xxx
Xxxxxxxx, Chief Executive Officer and President
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Tandy
Leather Factory, Inc.
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0000
Xxxxxxxxx Xxxx 000
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Xxxx
Xxxxx, Xxxxx 00000
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Attention: Xxxxxxx
X. Xxxxxx, Secretary and General Counsel
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(ii)
if to Seller:
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Xxxxxx
X. and Xxxxx X. Xxxxxx
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0000
Xxxx Xxxxxx Xxxxx
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Xxxx
Xxxxx,
Xxxxx 00000
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Such
addresses may be changed, from time to time, by means of a notice given in the
manner provided in this Section (provided that no such notice shall be effective
until it is received by the other parties hereto).
10.
MISCELLANEOUS.
(a) This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
(b) The
parties to this Agreement shall each bear their own expenses incurred in
connection with this Agreement.
(c) The
representations and warranties contained in Sections 5 and 6 hereof shall
survive the Closing for so long as any statute of limitations applicable to the
matters addressed by such representations and warranties remains open, in whole
or in part, including without limitation by reason of waiver of such statute of
limitations.
(d) The
construction, interpretation and validity of this Agreement shall be governed by
and determined in accordance with the laws of the State of Delaware, without
regard to the conflict of law principles thereof.
(e) Each
of the parties hereto and their respective agents, attorneys and advisors will
maintain the confidentiality of all information provided in connection herewith.
Through the Closing Date, the Company and the Seller will cooperate in the
preparation and dissemination of any press releases, announcements and other
disclosures to others relating to the transactions contemplated by the
Agreement; provided, that this subsection shall not preclude the Company or
Seller from making any disclosure that the Company or Seller reasonably believes
is required by applicable law.
(f) This
Agreement contains the final, complete and exclusive statement of the agreement
between the parties with respect to the transactions contemplated herein, and
all prior or contemporaneous agreements, written or oral, with respect to the
subject matter hereof are merged herein. No change, amendment, qualification or
cancellation hereof shall be effective unless in writing and executed by each of
the parties hereto by their duly authorized officers.
11. This
Agreement may be executed in any number of counterparts, which together shall
constitute one and the same Agreement. The parties may execute more than one
copy of the Agreement, each of which shall constitute an original.
IN
WITNESS WHEREOF, the Seller and the Company each have caused this Agreement to
be duly executed under seal as of the day and year first above
written.
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TANDY LEATHER FACTORY,
INC.
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By:
/s/ Xxx
Xxxxxxxx
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Xxx
Xxxxxxxx
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Chief
Executive Officer and President
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By:
/s/ Xxxxxxx X.
Xxxxxx
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Xxxxxxx
X. Xxxxxx
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Secretary
and General Counsel
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SELLER:
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By:
/s/ Xxxxxx X.
Xxxxxx
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Xxxxxx
X. Xxxxxx
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By:
/s/ Xxxxx X.
Xxxxxx
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Xxxxx
X.
Xxxxxx
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