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Stock Purchase Agreement

 

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Title:

Stock Purchase Agreement

Entities:

Nitches, Inc.

Date:

2007

Size:

Preview shows 6KB of 28KB total

Price:

$37

ID:

#2837897

 

 

► Purchase & Sale ► Purchase ► Stock Purchase Agreements
► Consumer ► Apparel & Accessories

 

 

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STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (this Agreement) is entered into and made effective as of April 23, 2007 by and between Nitches, Inc., a California corporation (Nitches), with its principal offices at 10280 Camino Santa Fe, San Diego, California 92121, and Sojitz Corporation, a Japanese corporation (the Purchaser), with its principal offices at 1-20 Akasaka 6-chome Minato-ku, Tokyo 107-8655 Japan, with respect to the following facts:

     A. Nitches desires to issue and sell to the Purchaser certain unregistered shares of Nitches fully paid and nonassessable common stock without par value (the Common Stock).

     B. The Purchaser desires to purchase shares of the Common Stock, in the amount and at the price contained in, and subject to the terms and conditions of, this Agreement.

     C. Concurrently with the execution of this Agreement, each of Nitches and the Purchaser are entering into that certain Manufacturing Agreement (the Manufacturing Agreement), as a condition precedent to the execution of this Agreement, pursuant to which Nitches shall have the Purchaser manufacture the Products (as defined in the Manufacturing Agreement) on behalf of Nitches.

     NOW, THEREFORE, in consideration of the covenants and promises contained in this Agreement, and intending to be legally bound, the parties hereto agree as follows:

1. Sale and Issuance of Common Stock; Closing Conditions.

     (a) Purchase and Sale of Common Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to pay to Nitches $1,500,000 (the Purchase Price) by wire transfer of immediately available funds, and Nitches agrees to deliver to the Purchaser a certificate or certificates representing such number of shares (rounded to the nearest full share) of the Common Stock, calculated by (i) dividing the Purchase Price by the average of the closing prices of a share of the Common Stock on the NASDAQ Capital Market for the ten (10) trading days that immediately precede the Closing Date (as defined below), plus (ii) an additional number of shares determined by multiplying the number of shares calculated under clause (i) by five percent (5%) (collectively, the Shares), provided, that the number of the Shares will be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or other change in the number of shares of the Common Stock outstanding that occurs between the date of this Agreement and the Closing Date.

     (b) Closing. The closing for the purchase and sale of the Shares as contemplated in Section 1(a) of this Agreement (the Closing) shall occur on the first (1st) business day following the Purchaser's delivery of a written notice to Nitches (the Closing Date), which shall occur on or prior to May 31, 2007, at Nitches' offices at 10280 Camino Santa Fe, San Diego, California 92121. At the Closing, Nitches will deliver a stock certificate representing the Shares registered in the name of the Purchaser, against delivery of the Purchase Price.


2. Conditions to Closing. The obligation of the Purchaser to purchase the Shares at the Closing is subject to the fulfillment on or prior to the Closing of the following conditions:

     (a) Representations and Warranties Correct; Performance of Obligations. The representations and warranties made by Nitches in this Agreement and the Manufacturing Agreement shall be true and correct when made, and shall be true and correct as of the Closing with the same force and effect as if they had been made at and as of such time, subject to changes contemplated by this Agreement; and Nitches shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

     (b) Compliance Certificate. The President of Nitches shall deliver to the Purchaser at the Closing a certificate certifying that the conditions specified in this Section have been fulfilled and stating that there shall have been no material adverse change in the business, operations, properties, assets or financial condition of Nitches since either the date of this Agreement or the date of Nitches' most recently filed financial statements (a Material Adverse Change).


 

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