STOCK PURCHASE AGREEMENT
Agreement, dated as of February 26, 1999, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("Buyer") and the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1992 Irrevocable Trust for Children
("Seller").
RECITALS
A. Seller is the record and beneficial owner of an aggregate of 322,678
shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. Buyer has agreed to buy, and Seller has agreed to sell, the Shares,
subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants and
conditions herein contained, Seller and Buyer hereby agree as follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, Seller hereby
agrees to transfer and sell to Buyer, and Buyer hereby agrees to purchase from
Seller, the Shares at a purchase price of $. 10 per Share, or $32,267.80 in the
aggregate.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated hereunder
(the "Closing") shall take place at the offices of the Company, at 10:30 A.M. on
May 21, 1999 (the "Closing Date"), or at such other time and place as may be
mutually agreed upon in writing by the parties. At the Closing (i) Buyer shall
deliver to Seller a certified or official bank check payable to the order of
Seller in the amount of the purchase price for the Shares being sold by Seller
and (ii) Seller will deliver to Buyer one or more stock certificates
representing the Shares purchased by Buyer from Seller as set forth herein, with
stock powers duly endorsed in blank attached thereto, and shall take all such
further actions as may reasonably be requested by the Company's transfer agent
in connection with the issuance to Buyer of a certificate or certificates,
registered in the name of Buyer, representing the Shares. The Shares shall be
transferred by Seller to Buyer free and clear of any and all Encumbrances (as
hereinafter defined). In addition, Seller shall affix to the stock certificates
being delivered by Seller, at Seller's expense, all requisite stock transfer tax
stamps, if any.
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ARTICLE THREE
(Certain Representations and Warranties of Seller)
Seller hereby represents and warrants to, and covenants with, Buyer that:
3.1 Compliance. All necessary action has been taken by Seller to authorize
the execution, delivery and performance of this Agreement by Seller. The
execution, delivery and performance by Seller of this Agreement and the sale and
delivery of the Shares by Seller will not violate, conflict with or result in a
breach of any agreement or other document or undertaking to which Seller is a
party or by which Seller is bound or violate any law, regulation, order, writ,
injunction or decree of any court or administrative or governmental body by
which Seller is bound.
3.2 Unencumbered Title. Seller is the sole record and beneficial owner of
the Shares to be transferred by Seller to Buyer. Such Shares are not subject to
any lien, claim, restriction or encumbrance or to any option or right
(collectively, "Encumbrances") that restricts Seller from transferring good and
marketable title to such Shares to Buyer, free and clear of any Encumbrances.
3.3 Familiarity with the Company. Seller has relied upon independent
investigations made by Seller or Seller's representatives and Seller is fully
familiar with the business, results of operations, financial condition,
prospects and other affairs of the Company. Seller acknowledges that in
connection with the sale of the Shares hereunder, neither the Company, Buyer nor
anyone acting on their behalf or any other person has made, and Seller is not
relying upon, any representations, statements or projections concerning the
Company, its present or projected results of operations, its prospects, its
present or future plans, its products, or the value of its shares or business or
any other matter in relation to its business or affairs.
3.4 Opportunity to Ask Questions. Seller has been given the opportunity to
ask questions of and to receive answers from the Company regarding the business,
results of operations, financial condition, prospects or other affairs of the
Company and to obtain such other information as Seller desired in order to
evaluate Seller's decision to sell the Shares.
3.5 Professional Advice. Seller has received professional advice from
Seller's counsel and accountants regarding Seller's sale of the Shares.
ARTICLE FOUR
(Certain Representations and Warranties of Buyer)
Buyer represents and warrants to Seller that:
4.1 Investment Intent, etc. He is acquiring the Shares to be purchased by
him for investment for his own account and not with the view to, or for resale
in connection with, any
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distribution thereof. He is an "accredited investor" within the meaning of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"), and 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. He understands that the Shares have not been registered under the
Securities Act or under the securities laws of any state and, therefore, cannot
be resold unless so registered or unless an exemption from registration is
available. The stock certificates will bear a legend to that effect.
4.2 Familiarity with the Company. He is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of the
Company. He acknowledges that in connection with his purchase of Shares
hereunder, neither the Company, Seller nor anyone acting on their behalf or any
other person has made, and he is not relying upon, any representations,
warranties, statements or projections concerning the Company, its present or
projected results of operations, its prospects, its present or future plans, its
products, or the value of its shares or business or any other matter in relation
to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligation of Buyer to purchase the Shares is subject to the
fulfillment of each of the following conditions:
(a) The representations and warranties of Seller contained in this
Agreement shall be true and correct in all material respects at the date hereof
and at and as of the Closing, with the same force and effect as if made at and
as of the Closing, and Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by Seller on or prior to the Closing.
5.2 The obligations of Seller to consummate the sale of the Shares are
subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of Buyer contained in this Agreement
shall be true and correct in all material respects at the date hereof and at and
as of the Closing, with the same force and effect as if made at and as of the
Closing, and Buyer shall have performed or complied with all agreements and
covenants required by this Agreement to be performed or complied with by Buyer
on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects by the
laws of the
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State of New York as such laws are applied to agreements between New York
residents entered into and to be performed entirely within New York.
6.2 Third Party Beneficiary. In permitting the transfer of the Shares
hereunder, the Company may rely upon, and shall be a third party beneficiary of,
the representations and warranties of Seller set forth in Article Three hereof
and the representations and warranties of Buyer set forth in Article Four
hereof.
6.3 Survival. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement.
6.4 Successors and Assigns. Except as otherwise expressly 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 constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or omission
to exercise any right, power or remedy accruing upon any breach or default under
this Agreement shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver of any provisions or
conditions of this Agreement must be made in writing and shall be effective only
to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise afforded
to any party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
6.8 Additional Acts. The parties hereto agree to sign such additional
documents and to take such additional actions as may reasonably be necessary of
any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
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6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1992 Irrevocable Trust for Children
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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