STOCK PURCHASE AGREEMENT
This Agreement made as of February 1, 1997, by and between Bluewhale
Holding S.a. , a corporation organized under the laws of Luxembourg ("Seller")
and Fossil, Europe B.V., a corporation organized under the laws of the
Netherlands ("Buyer").
A. Seller currently is the registered owner of forty percent (40%) of the
issued and outstanding shares of common stock (the "Shares") of Fossil Italia,
S.r.l., an Italian corporation (the "Company"); and
B. Seller wishes to sell, and Buyer wishes to buy, the Shares on the
following terms and conditions.
NOW, THEREFORE, the parties agree as follows:
1. Purchase and Sale of Shares. Seller agrees to sell and Buyer agrees to
purchase from Seller all of the Shares, which constitute all of the ownership
interest of Seller in the Company.
2. Purchase Price. The consideration to be paid by Buyer to Seller for the
Shares is 128,109 shares of common stock of Fossil, Inc., which shall be
unregistered and shall contain appropriate legends restricting transfer for a
period of 2 years. Seller shall deliver to Buyer a certificate representing all
of the Shares, duly endorsed in blank for transfer or accompanied by stock
powers duly executed in blank, or such other documents as may be necessary or
required in order to transfer the Shares to Buyer.
3. Representations and Warranties of Seller. Seller hereby represents,
warrants and covenants to Buyer as set forth below:
3.1 Ownership of Securities. Seller represents and warrants to
Buyer that it is the record and beneficial owner of the Shares, free and clear
of any charges, liens, options, claims and encumbrances of any kind whatsoever
(other than and subject to the legends, if any, upon tile certificate
representing the Shares and laws and regulations restricting the transfer
thereof); and that other than as provided in this Agreement, there are no
agreements or commitments on the part of the Seller for the sale or other
disposition of the Shares. Upon delivery of and payment for the Shares in
accordance with this Agreement, good and marketable title and beneficial
ownership thereto will be delivered to the Buyer free and clear of any liens,
claims or encumbrances.
3.2 (a) Authority. Seller has full power and authority to
execute and perform this Agreement, to deliver the Shares hereunder, to perform
his other obligations hereunder and to consummate the transactions contemplated
hereby. All necessary action has been taken by the Seller to authorize the
execution, delivery and performance of this Agreement, and the delivery of the
Shares hereunder. This Agreement constitutes the legal valid, and binding
obligation of the Seller, enforceable against the Seller in accordance with its
terms.
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(b) Execution, Delivery and Performance. The execution,
delivery and performance of this Agreement, does not, and will not, result in
any violation of or be in conflict with or constitute a default under any term
or provision of any judgement, decree, order, statute, injunction, rule or
regulation applicable to the Seller, or any note, bond, mortgage, indenture,
lease, license, franchise, agreement or other instrument or obligation to which
Seller is bound.
3.3 Consents and Approvals. All consents, waivers, orders, approvals
and authorizations of, and declarations, designations, filings, registrations
and qualifications with any court, governmental or regulatory authority, or any
third party, necessary for the valid execution and delivery of this Agreement,
have been, or prior to the purchase of the Shares, will be obtained by Seller.
4. Representations of Buyer.
(a) Buyer represents that it has the full legal capacity and authority
to enter into this Agreement and to purchase the Shares as contemplated
hereunder.
(b) Buyer represents and warrants to Seller that Buyer is acquiring the
Shares for its own account for investment and not with a view to, or for sale in
connection with, any distribution thereof. Buyer confirms its understanding that
the shares may be subject to certain restrictions, including that such Shares
have not been registered or qualified under applicable securities laws.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
BLUEWHALE HOLDING, S.A. FOSSIL EUROPE B.V.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
Title: Director Title: CFO
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Director
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