STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of this 13th day of February 1998 (the
"Agreement"), by and among Andal Corp., a New York corporation
(the "Company"), and those persons and entities named on Schedule
A to this Agreement (each individually sometimes referred to as a
"Seller" and collectively as the "Sellers").
Sellers collectively own the entire beneficial interest in
100,232 shares of common stock, par value twenty ($20.00) dollars
a share, of the Company (the "Shares"), each such Seller owning
the number of Shares set forth opposite his or its name on
Schedule A hereto.
Upon the terms, and subject to the conditions hereinafter
set forth, Sellers desire to sell, and the Company desires to
purchase, the Shares from the Sellers.
NOW, THEREFORE, in consideration of the mutual agreements
set forth herein, and in reliance upon the representations and
warranties made herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Terms.
-----
The following terms as used in this Agreement shall have the
meanings as set forth below:
"Agreement" shall have the meaning set forth in the
preamble.
"Closing" shall have the meaning set forth in Section
3.1 hereof.
"Closing Date" shall have the meaning set forth in 3.1
hereof.
"Company" shall have the meaning set forth in the
preamble.
"Milsteins" shall mean, collectively, Xxxx Xxxxxxxx and
Xxxxxxx Xxxxxxxx.
"Xxxxxxxx Group" shall mean the group of Sellers
represented by the Milsteins.
"Purchase Price" shall have the meaning set forth in
Section 2.2 hereof.
"Seller" and "Sellers" shall have the meaning set forth
in the preamble.
"Sellers' Representative" shall have the meaning set
forth in Section 3.5 hereof.
"Shares" shall have the meaning set forth in the
preamble.
ARTICLE II
SALE AND PURCHASE OF SHARES
2.1 Purchase of Shares.
------------------
On the Closing Date (as hereinafter defined), the Sellers
shall sell assign, transfer, convey and deliver to Company, and
Company shall purchase and accept, the Shares.
2.2 Purchase Price.
--------------
The purchase price for the Shares shall be:
(A) The total number of Shares multiplied by $33.00 an
aggregate of $3,307,656 payable in cash at the Closing plus
(B) 81,441 shares of common stock of Integrated
Brands, Inc. (the "Integrated Shares") free and clear of any
liens or encumbrances whatsoever (such cash payment and such
shares of common stock are collectively referred to herein as the
"Purchase Price.")
ARTICLE III
CLOSING
3.1 The Closing.
-----------
The closing of the sale and purchase of the Shares (the
"Closing") shall take place at the offices of Gold, Xxxxxxx &
Marks, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on February
13, 1998 or at such other place and time as the Company and the
Sellers may agree (the "Closing Date").
3.2 Deliveries at Closing by Sellers.
--------------------------------
At the Closing, the Sellers shall deliver to the Company
certificates representing all the Shares together with duly
executed stock powers with signatures guaranteed by a commercial
bank or by a member firm of the New York Stock Exchange,
sufficient to transfer ownership of such Shares to the Company.
3.3 Deliveries at Closing by Company.
--------------------------------
At the Closing, the Company shall cause the cash portion of
the Purchase Price to be delivered to the Sellers by wire
transfer upon instructions to be delivered by the Sellers to the
Company, and the portion of the Purchase Price consisting of the
Integrated Shares by delivery to the Sellers' Representative at
the Closing or as soon thereafter as practicable of certificates
representing such Shares accompanied by duly executed stock
powers with signatures guaranteed endorsing transfer in blank.
3.4 Delayed Deliveries.
------------------
In the event that Sellers are delayed in their ability to
deliver any of the Shares at Closing, they will deliver such
Shares to the Company as soon thereafter as practicable, and the
Company may withhold the pro-rata portion of the Purchase Price
applicable to such Shares until they are delivered.
3.5 Power of Attorney.
-----------------
Each Seller hereby appoints Xxxx Xxxxxx, Xxxx Xxxxxxxx and
Xxxxxxx Xxxxxxxx, each acting singly, as its agent and attorney-
in-fact (the "Sellers' Representative") to perform any act
required of or permitted by a Seller under this Agreement,
including the making and accepting of deliveries called for
hereby and the execution and delivery of this Agreement on such
Seller's behalf.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 Representations, Warranties, and Covenants of the
-------------------------------------------------
Company.
-------
The Company represents and warrants to the Sellers, and
covenants that:
(A) Organization and Standing. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of New York. The Company has full
corporate power and authority to own and operate its properties
and assets, and to carry on its business as presently conducted.
The authorized equity securities of the Company consist of
1,500,000 shares of common stock, par value twenty ($20.00)
dollars per share, of which 434,078 shares are issued and
outstanding as of January 20, 1998.
(B) Corporate Power. The Company has all requisite
legal and corporate power and authority to execute and deliver
this Agreement and to purchase the Shares hereunder and to carry
out and perform its obligations under the terms of this
Agreement.
(C) Authorization. All corporate action on the part
of the Company necessary for the authorization, execution,
delivery and performance of this Agreement by the Company,
including, without limitation, the ability to purchase the
Shares, has been taken or will be taken prior to the Closing.
This Agreement, when executed and delivered by it, will
constitute a valid and binding obligation of the Company,
enforceable against it in accordance with its terms.
(D) No Consent. Except as referred to in Section
4.1(C) hereof, no consent, approval or authorization of any
person or governmental authority is required on the part of the
Company in connection with the execution and delivery of this
Agreement, or the purchase of the Shares.
(E) Title To The Integrated Shares. It is the owner,
beneficially and of record, of 352,700 shares of common stock of
Integrated Brands, Inc., and no more, and on the Closing Date,
upon the consummation of the transactions contemplated hereby,
will have delivered to the Sellers good and marketable title to
the Integrated Shares, free and clear, subject to the
requirements of Federal and state securities laws, of all liens
and encumbrances or rights of any other person whomsoever.
(F) Compliance with Other Instruments. Neither the
execution, delivery, nor performance of this Agreement by the
Company shall (1) violate any order, judgment, or decree
applicable to the Company; or (2) violate, conflict with, result
in a breach of any provision of, constitute a default (or an
event that, with notice or lapse of time or both, would
constitute a default) under, result in the termination of,
accelerate the performance required by, or result in a right of
termination or acceleration, or the creation of any lien,
security interest, charge, or encumbrance upon any of the
Integrated Shares under any of the terms, conditions, or
provisions of (a) its articles of incorporation or bylaws, or (b)
any note, bond, mortgage, indenture, deed of trust, license, or
other contract or obligation to which the Company is a party, by
which the Company may be bound, or to which the Company, its
properties, or its assets may be subject.
4.2 Representations and Warranties of the Sellers.
---------------------------------------------
Each of the non-individual Sellers, other than Xxxx
Xxxxxxxx and Xxxxxxx Xxxxxxxx, represents and warrants and
covenants, severally, and Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx,
represent and warrant, jointly and severally with respect to all
Sellers, to the Company and covenant that:
(A) Conveyance of Shares. Each of the Sellers has,
and on the Closing Date will have conveyed to the Company, the
full beneficial ownership to the number of Shares set opposite
each Seller's name on Schedule A hereto, free and clear, subject
to the requirements, of Federal and State securities laws, of all
liens and encumbrances or rights of any other person whomsoever.
(B) Access to Data. Each of the Sellers is (1) an
"accredited investor" (as such term is defined in Regulation D
promulgated under the Securities Act of 1933, as amended (the
"Securities Act")) and (2) a sophisticated investor with
knowledge and experience in business matters who (a) has had the
opportunity to discuss the Company's business, management and
financial affairs with the Company's management, (b) has had the
opportunity to review the Company's business affairs and (c) has
had the opportunity to obtain additional information as desired
in order to evaluate the terms of the sale of the Shares for the
Purchase Price (including the receipt of the Integrated Shares).
The Purchase Price has been determined by arms-length negotiation
between the Company and the Sellers.
(C) Authorization. All action on each of the Seller's
part necessary for the authorization, execution, delivery and
performance of this Agreement by the Sellers through the Sellers'
representative, and the performance of each of the Seller's
obligations hereunder, have been taken or will be taken prior to
the Closing Date. This Agreement, when executed and delivered by
it, will constitute a valid and legally binding obligation of
each of the Sellers, enforceable in accordance with its terms and
subject to laws of general application relating to bankruptcy,
insolvency, and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable
remedies. The Sellers' Representative has been duly and validly
appointed and authorized by each of the Sellers in accordance
with their respective governing instruments, and any applicable
state or federal law or regulation, including, without
limitation, the New York Not-for-Profit Corporation Law ("NPCL")
and the New York Partnership Law ("NYPL").
(D) Compliance with Other Instruments. Neither the
execution, delivery, nor performance of this Agreement by the
Sellers through the Sellers' Representative shall (1) violate any
provision of the NPCL, the NYPL, or any other corporate statute
or any federal or state tax law aplliacable to the Seller; (2)
violate any order, judgment, or decree applicable to any of the
Sellers; or (3) violate, conflict with, result in a breach of any
provision of, constitute a default (or an event that, with notice
or lapse of time or both, would constitute a default) under,
result in the termination of, accelerate the performance required
by, or result in a right of termination or acceleration, or the
creation of any lien, security interest, charge, or encumbrance
upon any of the Shares under any of the terms, conditions, or
provisions of (a) the articles of incorporation, bylaws,
partnership agreement or any other organizational document of any
of the non-individual Sellers, or (b) any note, bond, mortgage,
indenture, deed of trust, license, or other contract or
obligation to which any of the Sellers is a party, by which any
of the Sellers may be bound, or to which any of the Sellers,
their respective properties, or their respective assets may be
subject.
(E) No Consent. No notice to, filing with,
authorization of, exemption by, or consent or approval of any
public body or authority or any other third party, including,
without limitation, the Attorney General of the State of New
York, the United States Internal Revenue Service or any New York
State court, is necessary for the Sellers' execution, delivery
and performance of this Agreement or any other agreement or
document contemplated hereunder or the consummation, by any of
the Sellers of the transactions contemplated herein.
(F) Valid Existence. Each of the non-individual
Sellers is an entity duly organized, validly existing and in good
standing under the laws of the State of New York, and has full
power and authority to carry on their respective business and to
own or lease all of their respective properties and assets as and
in the places such businesses are now conducted, and such
properties are now owned, leased or operated.
(G) Investment Intent. Each of the Sellers is
acquiring the Integrated Shares, paid as part of the Purchase
Price, for his or its own account and not with a view to the
distribution thereof within the meaning of the Securities Act,
any state securities law, or any regulation of any of the
foregoing.
(H) No Sale of all or Substantially All of the Assets.
The sale of the Shares by each of the non-individual Sellers does
not constitute a sale of all or substantially all of their
respective assets under any federal or state law or regulation,
including, without limitation, the NPCL.
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions to Closing of Company.
--------------------------------
The Company's obligations to purchase the Shares at the
Closing are, at the option of Company, subject to the fulfillment
of the following conditions:
(A) Representations and Warranties Correct. The
representations and warranties made by each Seller, in Article IV
hereof, shall have been true and correct when made and shall be
true and correct as of the Closing Date.
(B) Conditions. All agreements and conditions
contained in this Agreement to be performed by the Sellers on or
prior to the Closing Date shall have been performed or complied
with in all material respects.
5.2 Conditions to Closing of Seller.
-------------------------------
The Sellers' obligations to sell and deliver the Shares on
the Closing Date are, at the option of the Sellers, subject to
the fulfillment as of the Closing Date of the following
conditions:
(A) Representations. The representations and
warranties made by the Company in Article IV hereof shall have
been true and correct when made, and shall be true and correct on
the Closing Date.
(B) Covenants. All agreements and conditions
contained in this Agreement to be performed by the Company on or
prior to the Closing Date shall have been performed or complied
with in all material respects.
ARTICLE VI
MISCELLANEOUS
6.1 Governing Law.
-------------
This Agreement shall be governed in all respects by the laws
of the State of New York, without regard to principles of
conflicts of laws.
6.2 Survival.
--------
All representations, warranties shall survive the Closing
Date. Any representation or warranty as to which a claim with
respect to which specific notice has been given is unresolved at
the time of the expiration of the applicable period shall survive
such expiration until resolved.
6.3 Transaction Payments by Company.
-------------------------------
Company shall reimburse Sellers for all expenses Sellers may
reasonably incur in connection with the transactions contemplated
by this Agreement, including, without limitation, all legal fees
and related disbursements.
6.4 Successors and Assigns.
----------------------
Except as otherwise provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the
parties hereto.
6.5 Entire Agreement; Amendment.
---------------------------
This Agreement and any other documents delivered pursuant
hereto, constitute the full and entire understanding and
agreement between the parties with regard to the subject matter
hereof. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the
party against whom enforcement of any such amendment, waiver or
discharge or termination is sought.
6.6 Notices.
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All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, or otherwise delivered by
hand or by messenger addressed (a) if to a Seller, at the
Seller's address set forth on Schedule A, annexed hereto, or at
such other address as such Seller shall have furnished to the
Company in writing with a copy to Xxxxxxx X. Xxxxxx, Esq., Gold,
Xxxxxxx & Marks, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or
(b) if to the Company, to Andal Corp., 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and addressed to the attention of Xxxx X.
Xxxxx and Xxxxxx X. Xxxxxxx with a copy to Xxx X. Xxxxxx, Esq.,
Esanu Katsky Xxxxxx & Siger, L.L.P., 000 Xxxxx Xxx., Xxx Xxxx,
Xxx Xxxx 00000, or to such other address or addresses as a party
may have been furnished by notice to the other party. Each such
notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when
delivered personally, or, if sent by mail, at the earlier of its
receipt or five (5) days after the same has been deposited in a
of the United States mail, addressed and mailed as aforesaid.
6.7 Counterparts.
------------
This Agreement may be executed in counterparts, each of
which shall be enforceable against the party actually executing
such counterparts, and all of which together shall constitute one
instrument.
6.8 Severability.
------------
In the event that any provisions of this Agreement becomes
or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in
full force and effect without said provisions provided that no
such severability shall be effective if it materially changes the
economic benefit of this Agreement to any party.
6.9 Titles and Subtitles.
--------------------
The titles and subtitles used in this Agreement are used for
convenience only and are not considered in construing or
interpreting this Agreement.
6.10 Restrictions on the Shares of Integrated Brands Inc.
----------------------------------------------------
The Company agrees to notify the Sellers prior to selling or
otherwise transferring all or any portion of the shares of common
stock of Integrated Brands, Inc. owned by the Company. Sellers
agree that they will not sell or transfer the Integrated Shares
they receive as part of the Purchase Price pursuant to Section
3.3. hereof prior to the earlier to occur of:
(A) the sale or distribution by the Company of all or
any portion of the shares of common stock of Integrated Brands,
Inc. that it now owns to persons other than the Sellers; or
(B) the one-hundred twenty-first day next following
the Closing Date.
6.11 Further Assurances.
------------------
At any time and from time to time and after the Closing
Date, each of the Sellers will, at the request of the Company and
without further consideration, execute, acknowledge and deliver,
or cause to be executed, acknowledged and delivered, such
instruments and other documents and perform or cause to be
performed such acts and provide such information, as may
reasonable be required by the Company to evidence or effectuate
the sale, conveyance, transfer, assignment and delivery to the
Company of the Shares or for the performances by and of the
Sellers or the Company of any of their respective obligations
under this Agreement.
6.12 Indemnification by Sellers.
--------------------------
(A) Each of the Sellers, other than Xxxx Xxxxxxxx and
Xxxxxxx Xxxxxxxx, severally, shall indemnify the Company and all
of its officers and directors (the "Indemnified Parties") against
and agree to hold the Indemnified Parties harmless from any and
all claims, damage, loss, liability and expense (including,
without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses) (collectively,
"Damages") incurred or suffered by any of the Indemnified Parties
on or after the Closing Date arising out of any
misrepresentation, inaccuracy or breach of any representation,
warranty, covenant or promise by any such Seller contained in
this Agreement (or in any certificate, document, list or schedule
delivered hereunder to the Company by any of the Sellers, except
for Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx).
(B) Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx, jointly and
severally, shall indemnify the Indemnified Parties against and
agree to hold the Indemnified Parties harmless from any and all
Damages incurred or suffered by any of the Indemnified Parties on
or after the Closing Date arising out of any misrepresentation,
inaccuracy or breach of any representation, warranty, covenant or
promise by any of the Sellers contained in this Agreement (or in
any certificate, document, list or schedule delivered to the
Company by any of the Sellers hereunder).
6.13 Indemnification by Company.
--------------------------
The Company shall indemnify the Sellers against and agree to
hold the Sellers harmless from any and all Damages incurred or
suffered by the Sellers on or after the Closing Date arising out
of any misrepresentation, inaccuracy or breach of any
representation, warranty, covenant or promise by the Company
contained in this Agreement (or in any certificate, document,
list or schedule delivered to the Sellers by the Company
hereunder).
[Signatures on following page]
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first above written.
ANDAL CORP. ("Company")
BY: /s/ Xxxx Xxxxx
ITS President
SELLERS:
Xxxx Xxxxxxxx, PIM Holding Company,
Xxxxxx Xxxxxxx, Builtland Partners,
Xxxxxx Xxxxx, Xxxxxx X. Xxxxxxxx
and Xxxxxxxx Family Foundation,
Inc.
BY: /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx, individually,
and as agent for PIM Holding
Company, Xxxxxx Xxxxxxx,
Builtland Partners, Xxxxxx
Xxxxx, Xxxxxx X. Xxxxxxxx
and Xxxxxxxx Family
Foundation, Inc.
And
BY: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, as
agent for
PIM Holding Company,
Xxxxxx Xxxxxxx, Builtland
Partners, Xxxxxx Xxxxx
Xxxxxx X. Xxxxxxxx and
Xxxxxxxx Family
Foundation, Inc.
ANDAL CORP
Schedule A
Name and Federal ID/ Certificate Number of Cash at $33 Shares of
Address of Social Number(s) Shares Per Share Integrated
Seller Security Brands, Inc.
Number
Xxxx Xxxxxxxx ###-##-#### A567 15,000 $ 495,000 12,188
00 Xxxxxxxx Xxxxx
Xxxxxxxxx,
XX 00000
PIM Holding 00-0000000 A652 8,050 534,534 13,161
Company A663-A683 8,148
0000 Xxxxxx
xx xxx Xxxxxxxx
Xxx Xxxx,
XX 00000
Xxxxxx Xxxxxxx ###-##-#### JU4702 25 825 20
000 X'Xxxxxxxx
Xxxxx
Xxxxxxxx Xxx,
XX 00000
Builtland 00-0000000 A313 34,456
Partners A649 28,673 2,085,257 51,294
0000 Xxxxxx
xx xxx Xxxxxxxx
Xxx Xxxx, XX
00000
Xxxxxx Xxxxx ###-##-#### A110 1,030 33,990 837
00 Xxxxxxxx
Xxxxxx
Xxx Xxxxx,
XX 00000
Xxxxxx & Xxxx
Xxxxxxxx Jt Ten
000 Xxxx Xxxxxx
Xxx Xxxx, ###-##-#### X000 0 000 0
XX 00000 ###-##-####
Xxxxxxxx Family
Foundation, Inc.
0000 Xxxxxx xx
xxx Xxxxxxxx
Xxx Xxxx,
XX 00000 00-0000000 A658 4,845 159,885 3,937
Total for Shares
Received 100,232 $3,307,656 81,441
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