STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 3rd, 2024 • ThredUp Inc. • Retail-catalog & mail-order houses • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of November 30, 2024 (the “Effective Date”), by and among each of the purchasers set forth on Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”) and ThredUp Inc. (the “Seller”). The Purchasers and the Seller shall each be referred to herein as a “Party,” and, together, as the “Parties.” The Parties acknowledge and agree that Remix US Holdings Inc., a Delaware corporation (the “Company”), is a third-party beneficiary of this Agreement and is entitled to rely on the representations made herein, and that the Company makes no representations or warranties of any kind hereunder to any other party to this Agreement.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONStock Purchase Agreement • December 3rd, 2024 • ThredUp Inc. • Retail-catalog & mail-order houses
On November 30, 2024 (the “Closing Date”), ThredUp Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”), by and among the Company and Florin Filote, the general manager of the Company’s European business and Bulgarian subsidiary, Remix Global EAD (“Remix”). To effectuate the Transaction, the Company established Remix US Holdings Inc. (“Remix US Holdings”), a new wholly owned subsidiary incorporated in Delaware, and transferred 100.0% of the shares of capital stock of Remix to Remix US Holdings. Pursuant to the SPA, the Company agreed to the divestiture (the “Transaction”) of 91.0% of the common stock of Remix US Holdings Inc. to Florin Filote for an aggregate cash purchase price of EUR 1.00 (one Euro).
