Common use of Specific Performance; Remedies Clause in Contracts

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees that the Buyer will suffer irreparable harm in the event that Stockholder breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments set forth in Section 2 above and, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available), which shall be severally enforceable: (i) A decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this Agreement. (b) Stockholder further agrees that the Company shall be entitled to cease making payments set forth in Section 2 above to the extent of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though the Company has ceased to make payments hereunder. (c) The rights and remedies of the Buyer hereunder are not exclusive of or limited by any other rights or remedies which the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled).

Specific Performance; Remedies. (a) Stockholder Employee acknowledges and agrees that the Buyer Company will suffer irreparable harm in the event that Stockholder Employee breaches any of its his obligations under this AgreementArticle 4, and that monetary damages shall be inadequate to compensate the Buyer Company for any such breach. Stockholder Employee agrees that in the event of any breach or threatened breach by Stockholder of Section 3(a)(i) or (ii) or any material breach Employee of any other covenant, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments set forth in Section 2 above and, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available), which shall be severally enforceable: (i) A decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or by Employee or any or all of StockholderEmployee's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with StockholderEmployee, in all cases without the necessity of posting bond; orand/or; and/or (iii) An accounting for and repayment to Phoenix Footwear and the Buyer Company of all damages caused by StockholderEmployee's breach of this Agreement. EMPLOYEE HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF ARTICLE 4 HEREOF AND, HAVING DONE SO, HEREBY AGREES THAT THE RESTRICTIVE COVENANTS SET FORTH THEREIN ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTERESTS OF THE COMPANY AND PHOENIX FOOTWEAR. (b) Stockholder further agrees that the Company shall be entitled to cease making payments set forth in Section 2 above to the extent of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though the Company has ceased to make payments hereunder. (c) The rights and remedies of the Buyer hereunder are not exclusive of or limited by any other rights or remedies which the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled).

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any of the provisions of this Agreement were not performed by the Issuer or RAG in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Buyer will suffer irreparable harm in the event that Stockholder breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, the Buyer Investor shall be entitled to cease making specific performance and other equitable relief, including an injunction or injunctions, to prevent breaches of this Agreement and to enforce specifically the payments set forth in Section 2 above andterms and provisions of this Agreement, in additionwithout proof of actual damages, the Company may seek any or all of the following rights and remedies (this being in addition to any other remedy to which it is entitled at law or in equity. The Issuer agrees that may be available)it will not oppose the granting of an injunction, which shall be severally enforceable: specific performance and other equitable relief on the basis that (i) A decree the Investor has an adequate remedy at law or order (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. The Investor shall not be required to enforce the observance and performance of such covenant, obligation provide any bond or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining security in connection with any such breach Order or threatened breach or by any or all of Stockholder's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this Agreementinjunction. (b) Stockholder further agrees that Notwithstanding anything in this Agreement to the Company contrary, the Parties acknowledge and agree that, except as set forth in Section 11.10(c) below, neither the Issuer nor any of its Affiliates shall be entitled to cease making payments set forth an injunction or injunctions to prevent breaches of this Agreement by the Investor or any remedy to enforce specifically the terms and provisions of this Agreement and that the Issuer’s and its Affiliates’ sole and exclusive remedies with respect to any such breach shall be a claim for money damages for such breach; provided, that in Section 2 above to no event shall the extent Investor and/or any of any indemnification payments due from Stockholder under the Asset Purchase Agreement or its Affiliates be liable for any payments damages in excess of One Hundred Seventy-Two Million Dollars ($172,000,000) in the aggregate (whether restitution, consequential, punitive, special, incidental, indirect or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observeotherwise) under any legal theory, abide by and honor his obligations hereunder even though the Company has ceased to make payments hereunderincluding for any willful, intentional or knowing breach. (c) The rights Notwithstanding anything in this Agreement to the contrary, the Parties hereby acknowledge and remedies of agree that the Buyer hereunder are not exclusive of or limited by any other rights or remedies which the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative Issuer (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they RAG) shall be entitled to recover reasonable attorneys feesspecific performance to cause the Investor to complete the Investment only if: (i) all conditions in Section 6.1 have been satisfied (other than those conditions that, costs by their nature, are to be satisfied at the Closing and disbursements which are, at the time that the Issuer seeks specific performance pursuant to this Section 11.10(c), capable of being satisfied if the Closing were to occur at such time); (ii) the Investor fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 2.2; (iii) the Issuer has confirmed in addition writing to the Investor that (A) all conditions set forth in Section 6.2 have been satisfied or that it would be willing to waive any other unsatisfied conditions in Section 6.2 for purposes of consummating the Investment and (B) the Issuer is ready, willing and able to consummate the Investment; (iv) such specific performance would result in the consummation of the Investment in accordance with this Agreement substantially contemporaneously with the consummation of the Restructuring; and (v) neither the Issuer nor any of its Affiliates has made any claim for damages against the Investor or any of its Affiliates for any breach or noncompliance with this Agreement or any Operative Agreement. Under no circumstances shall the Issuer and/or any of its Affiliates be entitled to obtain both (1) an injunction or any form of equitable relief or specific performance to which they are entitledrequire compliance with this Agreement and (2) damages for breach of or noncompliance with this Agreement (based on any legal theory and including willful, intentional or knowing breach). To the extent the Issuer or any of its Affiliates is entitled to and elects to pursue a remedy of specific performance under this Section 11.10(c), such remedy shall be the Issuer’s and its Affiliates’ sole and exclusive remedy and the Issuer and its Affiliates shall be precluded from pursuing any damage claim for breach of or noncompliance with this Agreement (based on any legal theory and including willful, intentional or knowing breach).

Specific Performance; Remedies. (a) Stockholder acknowledges The Company and agrees Investor acknowledge and agree that irreparable injury to the Buyer will suffer irreparable harm other party hereto would occur in the event that Stockholder breaches any of its obligations under the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that, in furtherance and not in limitation of Section 9(b), the Company and Investor will be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments set forth in Section 2 above and, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available)to which they are entitled at law or in equity. FURTHERMORE, which shall be severally enforceable: EACH OF THE COMPANY AND INVESTOR (iA) A decree or order of specific performance to enforce the observance and performance of such covenantIRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (B) AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, obligation or other provision; (ii) A temporary restraining orderIN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agentsINCLUDING VALIDITY, representatives or other persons directly or indirectly acting forINTERPRETATION AND EFFECT, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this AgreementBY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Stockholder further agrees that Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company shall be entitled to cease making payments may have in law or equity, in the event that Investor (or any Affiliate or Associate of Investor) breaches any of its material obligations set forth in Section 2, and has not remedied such failure or non-fulfillment if capable of being remedied or fulfilled within ten (10) business days following written notice from the Company of such failure or non-fulfillment, the Company will not be required to perform or fulfill its obligations set forth in Sections 1 or 2 above and the Investor Nominee will promptly tender his resignation as a member of the Board effective immediately upon its acceptance by the Company. As a condition to nomination and/or appointment to the extent of any indemnification payments due from Stockholder under Board pursuant to this Agreement, the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he Investor Nominee will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though have executed an irrevocable letter agreement with the Company has ceased to make payments hereunder. (c) The rights and remedies of the Buyer hereunder are not exclusive of or limited by any other rights or remedies in which the Company may have, whether at law, Investor Nominee will agree to resign if required in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting accordance with the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled)immediately preceding sentence.

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees The Parties agree that the Buyer will suffer irreparable harm would occur in the event that Stockholder breaches any of its obligations under the provisions of this AgreementAgreement were not to be performed in accordance with the terms hereof (including failing to take such actions as are required of them hereunder to consummate the Closing), that the right of specific performance is an integral part of this Agreement and that monetary damages shall be inadequate to compensate without that right neither the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenantCompany nor Purchaser would have entered into this Agreement and that, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments except as otherwise set forth in Section 2 above and, in addition12.2(b), the Company may seek any Parties shall, prior to the termination of this Agreement pursuant to Section 10.1, be entitled to an injunction or all injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the following rights and remedies (terms hereof without proof of damages or otherwise, in addition to any other remedies to which they are entitled at Law or in equity. Each of the Parties hereby waives any defenses in any action for specific performance, including the defense that a remedy that may at Law would be available)adequate. Except as otherwise provided herein, which all remedies available under this Agreement, at Law or otherwise, shall be severally enforceable: (i) A decree deemed cumulative and not alternative or order exclusive of specific performance to enforce the observance and performance of such covenant, obligation or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or remedies. The exercise by any or all Party of Stockholder's agents, representatives or a particular remedy shall not preclude the exercise of any other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this Agreementremedy. (b) Stockholder further agrees that the The Company shall be entitled to cease making payments seek specific performance of Purchaser’s obligation to purchase, or to cause the purchase of, the Purchased Preferred Shares, and to fund, or cause to be funded, the Purchase Price therefor only in the event that (i) the conditions to Closing set forth in Section 2 above Sections 5.1 and 5.3 have been satisfied, (ii) Purchaser fails to complete the extent Closing in accordance with the terms of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges this Agreement, and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though (iii) the Company has ceased irrevocably confirmed that if specific performance is granted and the Purchase Price is funded, then it shall take the actions required of it by this Agreement to make payments hereunder. (c) The rights and remedies cause the Closing to occur. For the avoidance of the Buyer hereunder are not exclusive of or limited by any other rights or remedies which doubt, in no event shall the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys feesenforce or seek to enforce specifically Purchaser’s obligation to purchase, costs or to cause the purchase of, the Purchased Preferred Shares, and disbursements to fund, or cause to be funded, the Purchase Price therefor if (x) the Senior Financing has not been funded (or shall not be funded at the closing of the Merger if the Purchase Price is funded at the Closing) or (y) the transactions contemplated by the Rollover and Contribution Agreement have not been consummated (or shall not be consummated at the closing of the Merger if the Purchase Price is funded at the Closing). Each of the Parties agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Party has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement when expressly available pursuant to the terms of this Agreement and to enforce specifically the terms and provisions of this Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security in addition to any other relief to which they are entitled)connection with such order or injunction.

Specific Performance; Remedies. (a) Stockholder acknowledges In furtherance and agrees that the Buyer will suffer irreparable harm not in the event that Stockholder breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder limitation of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement11(b), the Buyer parties hereto shall be entitled to cease making seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the payments set forth in Section 2 above andterms and provisions of this Agreement, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available)to which they are entitled at law or in equity. FURTHERMORE, which shall be severally enforceable: EACH OF THE PARTIES HERETO (iA) A decree or order of specific performance to enforce the observance and performance of such covenantIRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (B) AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, obligation or other provision; (ii) A temporary restraining orderIN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agentsINCLUDING VALIDITY, representatives or other persons directly or indirectly acting forINTERPRETATION AND EFFECT, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this AgreementBY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Stockholder further agrees that Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company shall be entitled may have in law or equity, in the event that XXXX (or any Affiliate or Associate of XXXX) fails to cease making payments perform or otherwise fulfill its obligations set forth in Section 2 above 7 in any material respect, and shall not have remedied such failure or non-fulfillment if capable of being remedied or fulfilled within three (3) business days following written notice from the Company of such failure or non-fulfillment, the Company shall not be required to perform or fulfill its obligations set forth in Sections 3, 4, 5 or 7 and the XXXX Nominees shall each promptly tender their resignation as a member of the Board effective immediately upon its acceptance by the Company. As a condition to nomination and/or appointment to the extent of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue Board pursuant to be bound by and that he will observethis Agreement, abide by and honor his obligations hereunder even though each XXXX Nominee shall have executed an irrevocable letter agreement with the Company has ceased in which each such XXXX Nominee shall agree to make payments hereunderresign if required in accordance with the immediately preceding sentence. (c) The rights and remedies of the Buyer hereunder are not exclusive of or limited by any other rights or remedies which the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled).

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees that the Buyer and Company will suffer irreparable harm in the event that Stockholder breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate the Buyer and Company for any such breach. Stockholder agrees that in the event of any breach or threatened breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, and after Buyer giving notice of such breach to Stockholder, the Buyer Company shall be entitled to cease making payments of the payments unpaid portion of the consideration set forth in Section 2 1 above (which will be resumed upon cure of such breach within 90 days after being given written notice thereof) and, in addition, the Buyer and Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available), which shall be severally enforceable: (i) A decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer or Company (as they may direct) of all damages caused by Stockholder's profits, compensation, commissions, remuneration, benefits or other payments or any kind whatsoever which Stockholder directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any transaction or event constituting a breach of this Agreement. (b) Stockholder further agrees that the Company shall be entitled to cease making payments set forth in Section 2 above to the extent of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholderhis obligations herein. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though the Company has ceased to make payments hereunderhereunder pursuant to a breach of this Agreement by Stockholder as provided for in this Section 4(a) or offset payments pursuant to Section 4(c) below. (cb) The rights and remedies of the Buyer and Company hereunder are not exclusive of or limited by any other rights or remedies which the Buyer or Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Buyer and Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are partieslike. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof of this Agreement is brought by Phoenix Footwear and/or the Company against the Stockholdereither party to this Agreement, if Phoenix Footwear and/or the Company is the prevailing party, they party shall be entitled to recover reasonable attorneys attorneys' fees, costs and disbursements (in addition to any other relief to which they are the prevailing party may be entitled). (c) The Buyer, the Company and the Stockholder acknowledge and agree that the Company may offset payments due under this Agreement to recover Overpaid Amounts (as defined in the Stock Purchase Agreement) or indemnification payments due Buyer or any Buyer Indemnitees under the Stock Purchase Agreement. During the first eighteen (18) months after the date hereof, the Company may exercise such right of offset only (i) to the extent that the "Market Value" of the shares of Buyer's common stock initially deposited by Buyer in escrow pursuant to the Escrow Agreement of even date herewith (the "ESCROW AGREEMENT") among the Buyer, the Stockholder and Manufacturers and Traders Trust Company is less than $2,500,000 or (ii) if the Escrow Amount, less any Disputed Securities (as defined in such Escrow Agreement) has been fully distributed to the Buyer and/or the Stockholder. For purposes of the foregoing, the "Market Value" of such shares shall be the average closing price of one share of Buyer's common stock on the American Stock Exchange for the twenty (20) consecutive trading days of such stock ending on the second trading day for such stock prior to the date on which the right of offset is exercised under this Section 2(c); for any other securities received for the shares initially deposited in escrow pursuant to the Escrow Agreement it shall mean the average closing price of such securities in the primary market where they trade for the twenty (20) consecutive trading days preceding the second (2nd) trading day for such securities prior to the date on which the right of offset is exercised under Section 2(c) or in the absence of a trading market, the fair market value thereof determined by the Escrow Agent.. No such conditions shall apply to the right of offset at any time that the right of offset is exercised following the eighteen (18) months after the date hereof and at such time the right of offset shall be fully exercisable.

Specific Performance; Remedies. (a) Stockholder acknowledges The Company and agrees Hestia Capital acknowledge and agree that irreparable injury to the Buyer will suffer irreparable harm other parties hereto would occur in the event that Stockholder breaches any of its obligations under the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including, without limitation, the payment of money damages). It is accordingly agreed that, in furtherance and not in limitation of Section 9(b), the Company and Hestia Capital will be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments set forth in Section 2 above and, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available)to which they are entitled at law or in equity. FURTHERMORE, which shall be severally enforceable: EACH OF THE COMPANY AND HESTIA CAPITAL (i) A decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision; IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (ii) A temporary restraining orderAGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agentsIN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, representatives or other persons directly or indirectly acting forINCLUDING, on behalf ofWITHOUT LIMITATION, or with StockholderVALIDITY, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this AgreementINTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Stockholder further agrees that Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company shall be entitled may have in law or equity, in the event that Hestia Capital (or any controlled Affiliate or Associate of Hestia Capital) fails to cease making payments perform or otherwise fulfill its obligations set forth in Section 2 above to the extent in any material respect, and has not remedied such failure or non-fulfillment if capable of any indemnification payments due being remedied or fulfilled within five (5) business days following written notice from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though the Company has ceased to make payments hereunder. (c) The rights and remedies of the Buyer hereunder are not exclusive of such failure or limited by any other rights or remedies which non-fulfillment, the Company may have, whether at law, will not be required to perform or fulfill its obligations set forth in equity, by contract Section 1 or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled)Section 2.

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees The parties hereto agree that the Buyer will would suffer irreparable harm damage and that money damages or other legal remedies would not be an adequate remedy for any such damages in the limited event that Stockholder breaches any the Closing is not consummated under the circumstances where the Buyer has complied with all of its obligations under this AgreementAgreement (for the purposes hereof, such conditions shall be deemed to be met if the Buyer has provided written notice to the Company on or prior to the Outside Date certifying to the Sellers that Buyer can comply with the conditions set forth in Section 2.03 and that monetary damages shall be inadequate Buyer is ready and prepared to compensate close the Buyer for any such breachtransactions contemplated by this Agreement. Stockholder agrees Accordingly, the parties hereto acknowledge and hereby agree that in the event of any breach or threatened breach by Stockholder the Sellers, the Blocker or the Company of Section 3(a)(i) their respective covenants or (ii) or any material breach of any other covenant, obligation or other provision contained obligations set forth in this Agreement, the Buyer shall Buyer, will be entitled to cease making an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the payments set forth in Section 2 above andbreaching party, in additionand to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the Company may seek any or all covenants and obligations of the following rights breaching party under this Agreement. Sellers hereby agree not to raise any objections to the availability of the equitable remedy for Buyer of specific performance pursuant to this Section 12.19(a) to prevent or restrain breaches or threatened breaches of this Agreement, and remedies (in addition to any other remedy that may be available), which shall be severally enforceable: hereby waive (i) A decree or order of any defenses in any action for specific performance to enforce by Buyer, including the observance defense that a remedy at law would be adequate and performance of such covenant, obligation or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agents, representatives requirement under any Law to post a bond or other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment security as a prerequisite to the Buyer of all damages caused by Stockholder's breach of this Agreementobtaining equitable relief. (b) Stockholder further agrees The parties hereto agree that the Company Sellers would suffer irreparable damage and that money damages or other legal remedies would not be an adequate remedy for any such damages in the limited event that the Closing is not consummated under the circumstances where (i) the Sellers have complied with all their respective obligations under this Agreement (and for purposes hereof, such conditions shall be entitled deemed to cease making payments be met if the Sellers, the Blocker and the Company have provided written notice to Buyer on or prior the Outside Date certifying to Buyer that the Sellers, the Blocker and the Company can comply with each of the conditions set forth in Section 2 above to the extent of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by 2.02 (other than Section 2.02(f)) and that he will observe, abide such parties are ready and prepared to close the transactions contemplated by this Agreement and honor his obligations hereunder even though the Company has ceased to make payments hereunder. (cii) The rights and remedies all of the closing conditions of Buyer hereunder have been met, other than Section 2.02(f), but that the lenders are not exclusive prepared to close on the transactions contemplated by the Sixth Amendment. Accordingly and in such event, Representative, on behalf of or limited by any other rights or remedies which the Company may haveSellers, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall will be entitled to recover reasonable attorneys feesan injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by Buyer, costs and disbursements to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Buyer under this Agreement. Buyer hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance pursuant to this Section 12.19(b) to prevent or restrain breaches or threatened breaches of this Agreement. Buyer hereby waives (i) any defenses in addition such an action for specific performance by the Sellers, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to any post a bond or other relief security as a prerequisite to which they are entitled)obtaining equitable relief.

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees The Parties agree that the Buyer will suffer irreparable harm damage would occur in the event that Stockholder breaches any of its obligations under the provisions of this Agreement, Agreement were not performed by the Company in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Buyer and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, the Buyer Acquisition Sub shall be entitled to cease making an injunction or injunctions to prevent breaches of this Agreement by the payments Company and to enforce specifically the terms and provisions of this Agreement. The foregoing rights are in addition to and without any limitation of any other remedy to which Buyer and Acquisition Sub may be entitled at Law or in equity. The Company further agrees not to assert that a remedy of specific performance is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. The Company hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at Law would be adequate, and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. The Parties agree that the Company shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement by Buyer or Acquisition Sub or to enforce specifically the terms and provisions of this Agreement and that the Company’s sole and exclusive remedy relating to a breach of this Agreement by Buyer or Acquisition Sub or otherwise, shall be the remedy set forth in Section 2 above andSections 7.2(d); provided, in additionhowever, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available), which shall be severally enforceable: (i) A decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this Agreement. (b) Stockholder further agrees that the Company shall be entitled to cease making payments set forth seek specific performance to prevent any breach by Buyer or Acquisition Sub of the last sentence of Section 5.2. (b) Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of Buyer and Acquisition Sub together for any losses, damages, costs or expenses of the Company relating to the failure of the Contemplated Transactions to be consummated, to a breach of this Agreement by Buyer or Acquisition Sub or otherwise shall be limited to the sum of the Buyer Termination Fee, the amount of any Company Expenses, the payment of any costs and expenses pursuant to Section 2 above 7.2(d) and the payment of any indemnification and reimbursement amounts pursuant to the next to last sentence of Section 5.9(b) (the “Liability Limitation”), and in no event shall the Company or any of its Affiliates seek any amount in excess of the Liability Limitation in connection with this Agreement or the Contemplated Transactions or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity, in contract, tort or otherwise. The Company agrees that it has no right of recovery against, and no personal liability shall attach to, any of the Buyer Parties (other than Buyer or Acquisition Sub to the extent provided in this Agreement), through Buyer, Acquisition Sub or otherwise, whether by or through attempting piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Buyer or Acquisition Sub against any Buyer Party, by the enforcement of any indemnification payments due assessment or by any legal or equitable proceeding, by virtue of any Applicable Law, whether in contract, tort or otherwise, except for its rights to recover from Stockholder the Guarantor (but not any other Buyer Party) under and to the extent provided in the Limited Guaranty and subject to the Liability Limitation and the other limitations described therein. Recourse against the Guarantor under the Asset Purchase Limited Guaranty shall be the sole and exclusive remedy of the Company and its Affiliates against the Guarantor and any other Buyer Party (other than Buyer or Acquisition Sub to the extent provided in this Agreement) in connection with this Agreement or for the Contemplated Transactions or in respect of any payments other document or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue theory of law or equity or in respect of any oral representations made or alleged to be bound by and that he will observemade in connection herewith or therewith, abide by and honor his obligations hereunder even though whether at law or in equity, in contract, in tort or otherwise. Without limiting the rights of the Company has ceased against Buyer or Acquisition Sub hereunder, in no event shall the Company or its Affiliates seek to enforce this Agreement against, make payments hereunderany claims for breach of this Agreement against, or seek to recover damages from, any Buyer Party (other than the Guarantor to the extent provided in the Limited Guaranty and subject to the Liability Limitation and the other limitations described therein). (c) The rights and remedies None of the Buyer hereunder are not exclusive officers, directors or shareholders of or limited by any other rights or remedies which the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (personally bound or have any personal liability hereunder. Buyer and not alternative). Without limiting Acquisition Sub shall look solely to the generality assets of the foregoingCompany for satisfaction of any liability of the Company with respect to this Agreement. Buyer and Acquisition Sub will not seek recourse or commence any action against any of the shareholders of the Company or any of their personal assets, and will not commence any action for money judgments against any of the rights and remedies directors or officers of the Company or seek recourse against any of their personal assets, for the performance or payment of any obligation of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled).

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees The Parties agree that the Buyer will suffer irreparable harm damage (for which monetary relief, even if available, would not be an adequate remedy) may occur in the event that Stockholder breaches any of its obligations under the provisions of this AgreementAgreement were not performed by the Parties in accordance with their specific terms or were otherwise breached. It is accordingly agreed that (i) Buyer, on the one hand, and that monetary damages shall be inadequate to compensate Parent, on the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenanthand, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making an injunction or injunctions or other equitable relief or remedies to prevent breaches of this Agreement and to enforce specifically the payments set forth terms and provisions hereof and thereof in Section 2 above and, in addition, any court of competent jurisdiction without proof of damages or otherwise and that this shall include the Company may seek any or all right of Parent to cause Buyer to fully perform the following rights terms of this Agreement and remedies applicable Regulations and (in addition to any other remedy that may be available), which shall be severally enforceable: (iii) A decree or order the right of specific performance and other equitable relief is an integral part of the Transactions and without that right, neither Party would have entered into this Agreement. Each of the Parties agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Party has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. Each of the Parties hereby waives any requirement under any Regulation to enforce the observance and post a bond or other security as a prerequisite to obtaining specific performance of such covenant, obligation or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this Agreementequitable relief. (b) Stockholder further agrees that the Company shall Any and all remedies herein expressly conferred upon a Party will be entitled to cease making payments set forth in Section 2 above to the extent deemed cumulative with and not exclusive of any indemnification payments due from Stockholder under other remedy conferred hereby, or by law or equity upon such Party, and the Asset Purchase Agreement or for exercise by a party of any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he one remedy will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though not preclude the Company has ceased to make payments hereunderexercise at any time of any other remedy. (c) The rights and remedies Parties agree not to raise any objections to the availability of the Buyer hereunder equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations under this Agreement. The Parties further agree that by seeking the remedies provided for in this Section 10.11, a Party shall not in any respect waive its right to seek at any time any other form of relief that may be available to such Party under this Agreement (including monetary damages) in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 10.11 are not exclusive available or otherwise are not granted. (d) Notwithstanding anything contained herein to the contrary, if a court of or limited by any other rights or remedies which competent jurisdiction has declined to specifically enforce the Company may have, whether at law, in equity, by contract or otherwise, all obligations of which shall be cumulative (and not alternative). Without limiting a Party to consummate the generality of the foregoing, the rights and remedies of the Company hereunderTransactions pursuant to a claim for specific performance brought against such Party, and has instead granted an award of damages against such Party for such alleged breach, such Party agrees that the obligations other Party may enforce such award and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any such other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they Party shall be entitled to recover reasonable attorneys feesdamages based upon any decrease in equity value, costs and disbursements lost premium or lost benefit of the bargain affecting such other Party (in addition to any other relief to which they are entitledeach case taking into account relevant matters, including the total amount payable under this Agreement and the time value of money).

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees The Parties agree that the Buyer will suffer irreparable harm damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that Stockholder breaches any provision of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Merger, the Offer or the transactions contemplated hereby) is not performed in accordance with its obligations under specific terms or is otherwise breached. Accordingly, the Parties agree that, prior to the valid termination of this Agreement, Agreement in accordance with Section 9.01 and that monetary damages shall in all cases subject to the specific requirements set forth in Section 11.10(b) (as it relates to obtaining a remedy contemplated by this Section 11.10(a) with respect to causing the Equity Financing to be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(ifunded) or Section 11.10(c) (iias it relates to obtaining a remedy contemplated by this Section 11.10(a) or any material breach of any other covenantwith respect to the Bridge Take-Down), obligation or other provision contained in this Agreement, the Buyer each Party shall be entitled to cease making an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the payments set forth terms and provisions hereof in Section 2 above andany arbitration or any court of competent jurisdiction, in additioneach case in accordance with Section 11.08, the Company may seek any or all of the following rights and remedies (this being in addition to any other remedy that may to which they are entitled under the terms of this Agreement at law or in equity. (b) Notwithstanding the foregoing the right of the Company to obtain an injunction, or other appropriate form of specific performance or equitable relief, in each case, solely with respect to causing Parent and Sub to, or to directly, cause the Equity Financing to be available)funded at any time but only simultaneously with the receipt of the Debt Financing (whether under this Agreement, which the Equity Financing Commitment or the Limited Guaranty) shall be severally enforceablesubject to the requirements that: (i) A decree with respect to any funding of the Equity Financing to occur at the Offer Closing, all of the Offer Conditions (other than the Financing Proceeds Condition) shall have been satisfied or order waived as of specific performance the expiration of the Offer, and, with respect to enforce any funding of the observance Equity Financing to occur at the Merger 63 Closing, all the conditions set forth in Section 8.01 (other than Section 8.01(d), to the extent the Offer Termination has occurred) and performance Section 8.02 would have been satisfied if the Merger Closing were to have occurred at such time (other than those conditions that by their terms are to be satisfied by actions taken at the Merger Closing, each of such covenant, obligation or other provision;which shall be capable of being satisfied at the Merger Closing), (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Stockholderthe Debt Financing (or, in the case Alternative Debt Financing has been obtained in accordance with Section 7.08(c) for all cases without the necessity of posting bond; orDebt Financing, such Alternative Debt Financing) has been funded or would be funded in accordance with the terms thereof at the Offer Closing or the Merger Closing, as applicable, if the Equity Financing is funded at the Offer Closing or the Merger Closing, as applicable, and (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this Agreement. (b) Stockholder further agrees that the Company shall be entitled to cease making payments set forth in Section 2 above to the extent of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though the Company has ceased irrevocably confirmed to make payments hereunderParent in writing that if the Equity Financing and the Debt Financing were funded, it would take such actions that are within its control to cause the Merger Closing to occur. (c) The rights and remedies of the Buyer hereunder are not exclusive of or limited by any other rights or remedies which the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies right of the Company hereunderto obtain an injunction, or other appropriate form of specific performance or equitable relief, in each case, solely with respect to causing Parent and Sub to effect a Bridge Take-Down shall be subject to the obligations and liabilities requirements set forth in Section 7.08(f). (d) The Parties agree not to assert that a remedy of Stockholder hereunderspecific enforcement is unenforceable, are in addition invalid, contrary to their respective rightsLaw or inequitable for any reason, remedies, obligations and liabilities under the law nor to assert that a remedy of unfair competition, misappropriation monetary damages would provide an adequate remedy. Each of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholderand Parent acknowledges and agrees that, if Phoenix Footwear and/or the Company is the prevailing partyexcept as set forth in Section 11.10(b), they (i) each party shall be entitled to recover reasonable attorneys feesseek to specifically enforce the terms and provisions of this Agreement notwithstanding the availability of any monetary remedy set forth in Section 9.03, costs (ii) the provisions set forth in Section 9.03 (A) are not intended to and disbursements do not adequately compensate for the harm that would result from a breach of this Agreement and (B) shall not be construed to diminish or otherwise impair in addition any respect any party’s right to any other relief to which they are entitled)specific enforcement, and (iii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, neither the Company nor Parent would have entered into this Agreement.

Specific Performance; Remedies. (a) Stockholder acknowledges The Company and agrees Hestia Capital acknowledge and agree that irreparable injury to the Buyer will suffer irreparable harm other parties hereto would occur in the event that Stockholder breaches any of its obligations under the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including, without limitation, the payment of money damages). It is accordingly agreed that, in furtherance and not in limitation of Section 9(b), the Company and Hestia Capital will be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments set forth in Section 2 above and, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available)to which they are entitled at law or in equity. FURTHERMORE, which shall be severally enforceable: EACH OF THE COMPANY AND HESTIA CAPITAL (i) A decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision; IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (ii) A temporary restraining orderAGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agentsIN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, representatives or other persons directly or indirectly acting forINCLUDING, on behalf ofWITHOUT LIMITATION, or with StockholderVALIDITY, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this AgreementINTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Stockholder further agrees that Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company shall be entitled may have in law or equity, in the event that Hestia Capital (or any controlled Affiliate or Associate of Hestia Capital) fails to cease making payments perform or otherwise fulfill its obligations set forth in Section 2 above to the extent in any material respect, and has not remedied such failure or non-fulfillment if capable of any indemnification payments due being remedied or fulfilled within five (5) business days following written notice from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though the Company has ceased to make payments hereunder. (c) The rights and remedies of the Buyer hereunder are not exclusive of such failure or limited by any other rights or remedies which nonfulfillment, the Company may have, whether at law, will not be required to perform or fulfill its obligations set forth in equity, by contract Section 1 or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled)Section 2.

Specific Performance; Remedies. (a) Stockholder acknowledges The Company and agrees the Investor Group acknowledge and agree that irreparable injury to the Buyer will suffer irreparable harm other parties hereto would occur in the event that Stockholder breaches any of its obligations under the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that, in furtherance and not in limitation of Section 9(b), the Company and the Investor Group will be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments set forth in Section 2 above and, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available)to which they are entitled at law or in equity. FURTHERMORE, which shall be severally enforceable: EACH OF THE COMPANY AND THE INVESTOR GROUP (iA) A decree or order of specific performance to enforce the observance and performance of such covenantIRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (B) AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, obligation or other provision; (ii) A temporary restraining orderIN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agentsINCLUDING VALIDITY, representatives or other persons directly or indirectly acting forINTERPRETATION AND EFFECT, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this AgreementBY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Stockholder further agrees that Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company shall be entitled may have in law or equity, in the event that any Investor (or any Affiliate or Associate of such Investor) fails to cease making payments perform or otherwise fulfill its obligations set forth in Section 2 above in any material respect, and has not remedied such failure or non-fulfillment if capable of being remedied or fulfilled within five (5) business days following written notice from the Company of such failure or non-fulfillment, (i) the Company will not be required to perform or fulfill its obligations set forth in Section 1 or Section 2 and (ii) the Investor Nominee will promptly tender his or her resignation as a member of the Board effective immediately upon its acceptance by the Company; provided, that, in the case of clause (ii), the Investor Nominee will not be required to tender his or her resignation as a member of the Board in the event the Investor Nominee is independent of each member of the Investor Group. As a condition to nomination and/or appointment to the extent of any indemnification payments due from Stockholder under Board pursuant to this Agreement, the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he Investor Nominee will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though have executed an irrevocable letter agreement with the Company has ceased to make payments hereunder. (c) The rights and remedies of the Buyer hereunder are not exclusive of or limited by any other rights or remedies in which the Company may have, whether at law, Investor Nominee will agree to resign if required in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting accordance with the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled)immediately preceding sentence.

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees that If the Closing shall not have occurred because of a breach by any Buyer will suffer irreparable harm in the event that Stockholder breaches any Party of its obligations under this Agreement, Agreement and that monetary damages shall be inadequate all of the conditions set forth in Article 7 to compensate the Buyer Parties’ obligations have either been satisfied or previously waived (or would have been satisfied or are capable of being satisfied but for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in such Buyer Party’s obligations under this Agreement), then the Buyer Debtors shall be entitled have the right to cease making the payments seek (in a court of competent jurisdiction as set forth in Section 2 above 11.12) an order to specifically enforce the provisions of this Agreement to which such breach applies and, in additionany event, to specifically enforce the Company may seek Closing to occur (without any requirement to post any bond or all of the following rights and remedies (other security in connection with seeking such relief), in addition to any other remedy that may be availableat law or equity (but subject to Section 11.16(b) below). If the Closing shall not have occurred because of a breach by any Debtor of its obligations under this Agreement and all of the conditions set forth in Article 8 to the Debtors’ obligations have either been satisfied or previously waived (or would have been satisfied or are capable of being satisfied but for such breach of such Debtor’s obligations under this Agreement), then the Buyer Parties shall have the right to seek (in a court of competent jurisdiction as set forth in Section 11.12) an order to specifically enforce the provisions of this Agreement to which shall be severally enforceable: such breach applies and, in any event, to specifically enforce the Closing to occur (i) A decree without any requirement to post any bond or order other security in connection with seeking such relief), in addition to any other remedy at law or equity for a Willful Breach. The parties hereto agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement by the Debtors, on the one hand, or the Buyer Parties, on the other hand, and to specifically enforce the observance terms and performance provisions of such covenant, obligation or other provision; (ii) A temporary restraining order, preliminary injunction and an injunction restraining such breach this Agreement to prevent breaches or threatened breach or by any or all of Stockholder's agents, representatives or other persons directly or indirectly acting for, on behalf breaches of, or with Stockholderto enforce compliance with, in all cases without the necessity covenants and obligations of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of parties under this Agreement. (b) Stockholder The parties hereto further agrees agree that: (i) except as provided in Section 11.16(b)(ii) below, specific performance shall be the Debtors’ sole and exclusive remedy (but for the avoidance of doubt, the Debtors may plead or otherwise seek monetary damages in the alternative) with respect to breaches by the Buyer Parties or otherwise in connection with this Agreement or the transactions contemplated hereby and, except as provided in Section 11.16(b)(ii) below, that the Debtors may not seek or accept any other form of relief that may be available for breach under this Agreement or the Commitment Letter or otherwise in connection with this Agreement or the transactions contemplated hereby (including monetary damages). (ii) If, pursuant to a Final Order, a court of competent jurisdiction as provided in Section 11.12 has declined to specifically enforce the obligations of the Buyer Parties to effect the Closing pursuant to a claim for specific performance brought against the Buyer Parties pursuant to this Section 11.16, the Company may pursue any other remedy available to it at law or in equity, including monetary damages (but only for an alleged Willful Breach of this Agreement by the Buyer Parties). If, pursuant to a Final Order, such a court has granted an award of damages against the Buyer Parties for an alleged Willful Breach by the Buyer Parties, the Company may enforce such Final Order and accept damages for such alleged breach, but if and only if, within thirty (30) days following such Final Order, the Buyer Parties have not agreed in a writing signed by the Buyer Parties to effect the Closing and have not effected the Closing during those thirty (30) days or within ten (10) days thereafter. If the Buyer Parties have not so agreed to effect the Closing and have not actually effected the Closing as set forth in the preceding sentence, then this Agreement shall be deemed terminated pursuant to Section 10.1(a) on the date of such expiration (this Section 11.16 constituting the prior mutual consent of the Buyer Parties and the Debtors to a termination of this Agreement under the circumstances described in this Section 11.16(b)(ii)) and the Debtors shall be entitled to cease making payments set forth in Section 2 above enforce the foregoing Final Order. In addition, the Debtors agree to the extent of cause any indemnification payments due from Stockholder under the Asset Purchase Agreement legal action or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue proceeding still pending to be bound by and that he will observe, abide by and honor his obligations hereunder even though dismissed with prejudice at such time as the Company has ceased to make payments hereunderClosing is so effected. (c) The rights and remedies Notwithstanding anything herein to the contrary, the maximum aggregate liability of the Buyer hereunder are not exclusive Parties for damages or otherwise in connection with this Agreement and the transactions contemplated hereby shall be limited to the amounts that would otherwise be payable by the Buyer Parties (or which the Buyer Parties have agreed to cause to be paid) pursuant to clauses (i) through (v) of Section 2.4(b) (the “Buyer Liability Cap”). In no event shall the Debtors seek or limited by permit to be sought on behalf of the Debtors any damages or any other rights recovery, judgment or remedies which damages of any kind, including consequential, indirect, or punitive damages, from any of the Company may haveSponsor, any officer, director, agent or employee of the Sponsor or the Buyer Parties, any direct or indirect holder of any equity interests or securities of the Sponsor (whether at lawsuch holder is a member, in equitypartner, by contract stockholder or otherwise), all any Affiliate of which shall be cumulative (and not alternative). Without limiting the generality Sponsor or of the Buyer Parties or any direct or indirect director, officer, employee, partner, Affiliate, member, controlling Person or representative of any of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to connection with this Agreement or the transactions contemplated hereby; provided that the parties agree that subject to the terms and conditions of the Commitment Letter, the Company can cause the Sponsor to provide funds to the Buyer to the extent provided in the Commitment Letter which shall in no event exceed the Buyer Liability Cap. The Debtors acknowledge and agree that they have no right of recovery against, and no personal liability shall attach to, in each case with respect to damages, any Person (other than the Buyer Parties to the extent provided in this Agreement and the Commitment Letter), whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Buyer against the Sponsor or any Affiliate thereof, by the enforcement of any provision hereof is brought assessment or by Phoenix Footwear and/or any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to cause the Company Sponsor to fund to Buyer its commitment to the extent provided in the Commitment Letter, subject to the terms and conditions thereof. Recourse against the StockholderSponsor under the Commitment Letter, if Phoenix Footwear and/or subject to the Company is amount of the prevailing partyBuyer Liability Cap, they shall be entitled the sole and exclusive remedy of the Debtors against the Sponsor in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the transactions contemplated hereby. The Debtors acknowledge that both Buyer and Canadian Buyer are newly-formed companies and do not have any material assets except in connection with the DIP Loan, this Agreement and the Commitment Letter. The Debtors specifically acknowledge the separate corporate existence of each of Buyer and Canadian Buyer. The provisions of this Section 11.16(c) are intended to recover reasonable attorneys feesbe for the benefit of, costs and disbursements (in addition shall be enforceable by, the Debtor, the Buyer Parties, the Sponsor and the other parties expressly referred to any other relief to which they are entitled)above.

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees The parties agree that the Buyer will suffer irreparable harm damage would occur in the event that Stockholder breaches any of its obligations under the provisions of this Agreement, Agreement were not performed by Company or the Principal Equity Holder in accordance with their specific terms or were otherwise breached. It is accordingly agreed that (i) Purchaser and that monetary damages Merger Sub shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenantentitled, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments set forth in Section 2 above and, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that to which such entity may be available)entitled at law or in equity, which shall be severally enforceable: (i) A decree or order of to compel specific performance to enforce the observance of this Agreement in any Action instituted in accordance with Section 10.3 and performance of such covenant, obligation or other provision; (ii) A temporary restraining ordereach of Company and the Principal Equity Holder will waive, preliminary injunction in any Action for specific performance, the defense of the adequacy of a remedy at law. The parties acknowledge and agree that, other than as expressly provided in Section 6.4(c), Company and the Principal Equity Holder shall not be entitled to an injunction restraining or injunctions to prevent breaches of this Agreement by Purchaser or Merger Sub or to enforce specifically the terms and provisions of this Agreement and that Company’s sole and exclusive remedy with respect to any such breach or threatened breach or by any or all of Stockholder's agentsshall be the remedy set forth in Section 8.3, representatives or other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment subject to the Buyer of all damages caused by Stockholder's breach of limitations set forth therein and in this AgreementSection 10.13. (b) Stockholder further Company agrees that that, whether or not this Agreement is terminated, (i) to the extent it has incurred losses or damages in connection with this Agreement, (A) the maximum aggregate liability of Purchaser and Merger Sub and their respective Representatives and Affiliates shall be limited to $18,500,000, inclusive of the Purchaser Termination Fee, if applicable, for all such losses or damages if liable therefor, (B) the maximum liability of the Guarantor, directly or indirectly, shall be limited to the express obligations of such Guarantor under the Purchaser Guarantee, and (C) in no event shall Company seek to recover any money damages in excess of such amount from Purchaser, Merger Sub, the Guarantor or any of their Affiliates or any of their or their Affiliates’ respective Representatives, (ii) in no event shall any “Non-Recourse Party” (as defined in the Purchaser Guarantee) have any liability or obligations relating to or arising out of this Agreement or the transactions contemplated hereby, (iii) no Affiliate of Company or any of the Equity Holders (other than Company, including on behalf of the Equity Holders in accordance with Section 8.2) or Company Representatives shall be entitled to cease making payments set forth seek to recover damages from Purchaser, Merger Sub, the Guarantor or any of their Affiliates or any of their or their Affiliates’ respective Representatives in connection therewith, it being understood that Company may seek to recover any and all damages on behalf of itself and on behalf of the Equity Holders in accordance with Section 2 above 8.2, and (iv) if the Closing occurs, (A) none of Parent, Merger Sub or the Guarantor shall have any liability or obligation to the extent Surviving Corporation under any theory of law, whether contract, tort or otherwise and (B) from and after the Closing, the sole and exclusive remedy of any Principal Equity Holder Indemnified Party with respect to this Agreement and the transactions contemplated hereby shall be indemnification payments due pursuant to Section 9.3; provided that, from Stockholder and after the Closing, nothing in this Section 10.13 shall be deemed to restrict the Principal Equity Holder, on behalf of the Equity Holders, from enforcing its rights under Section 2.13 or Section 2.14 or seeking recovery of any amount of the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though Escrowed Amount in accordance with the Company has ceased to make payments hereunderterms of the Escrow Agreement. (c) The rights Except as expressly provided in Section 10.13(a), Purchaser and remedies of Merger Sub agree that, if the Buyer hereunder are not exclusive of or limited by any other rights or remedies which the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoingClosing occurs, the rights sole and remedies exclusive remedy of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating Purchaser Indemnified Party with respect to this Agreement or and the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they transactions contemplated hereby shall be entitled indemnification pursuant to recover reasonable attorneys feesSection 9.2 from and to the extent of the Escrowed Amount, costs and disbursements except in the case of indemnification pursuant to clause (in addition iii) of Section 9.2(a) (solely with respect to any other relief breach of Section 6.1(a) with respect to which they are entitledactions prohibited by Sections 3.8(c)(iv) and 3.8(d)), clause (iv) of Section 9.2(a), clause (v) of Section 9.2(a) and clause (vi) of Section 9.2(a).

Specific Performance; Remedies. (a) Stockholder acknowledges In furtherance and agrees that the Buyer will suffer irreparable harm not in the event that Stockholder breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach by Stockholder limitation of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement9(b), the Buyer parties hereto shall be entitled to cease making seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the payments set forth in Section 2 above andterms and provisions of this Agreement, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available)to which they are entitled at law or in equity. FURTHERMORE, which shall be severally enforceable: EACH OF THE PARTIES HERETO (iA) A decree or order of specific performance to enforce the observance and performance of such covenantIRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (B) AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, obligation or other provision; (ii) A temporary restraining orderIN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agentsINCLUDING VALIDITY, representatives or other persons directly or indirectly acting forINTERPRETATION AND EFFECT, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this AgreementBY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Stockholder further agrees that Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company shall be entitled may have in law or equity, in the event that XXXX (or any Affiliate or Associate of XXXX) fails to cease making payments perform or otherwise fulfill its obligations set forth in Section 2 above 5 in any material respect, and shall not have remedied such failure or non-fulfillment if capable of being remedied or fulfilled within three (3) business days following written notice from the Company of such failure or non-fulfillment, the Company shall not be required to perform or fulfill its obligations set forth in Sections 3, 4 or 5 and the XXXX Nominees shall each promptly tender their resignation as a member of the Board effective immediately upon its acceptance by the Company. As a condition to nomination and/or appointment to the extent of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue Board pursuant to be bound by and that he will observethis Agreement, abide by and honor his obligations hereunder even though each XXXX Nominee shall have executed an irrevocable letter agreement with the Company has ceased in which each such XXXX Nominee shall agree to make payments hereunderresign if required in accordance with the immediately preceding sentence. (c) The rights and remedies of the Buyer hereunder are not exclusive of or limited by any other rights or remedies which the Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are parties. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof is brought by Phoenix Footwear and/or the Company against the Stockholder, if Phoenix Footwear and/or the Company is the prevailing party, they shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which they are entitled).

Specific Performance; Remedies. (a) Stockholder acknowledges and agrees that the Buyer will suffer irreparable harm in the event that Stockholder breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate the Buyer for any such breach. Stockholder agrees that in the event of any breach or threatened breach by Stockholder of Section 3(a)(i) or (ii) or any material breach of any other covenant, obligation or other provision contained in this Agreement, the Buyer shall be entitled to cease making the payments set forth in Section 2 above and, in addition, the Company may seek any or all of the following rights and remedies (in addition to any other remedy that may be available), which shall be severally enforceable: (ia) A a decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision; provision and (iib) A a temporary restraining order, preliminary injunction and an injunction restraining such breach or threatened breach or by any or all of Stockholder's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Stockholder, in all cases without the necessity of posting bond; or (iii) An accounting for and repayment to the Buyer of all damages caused by Stockholder's breach of this Agreement. (b) Stockholder further agrees that the Company shall be entitled to cease making payments set forth in Section 2 above to the extent of any indemnification payments due from Stockholder under the Asset Purchase Agreement or for any payments or damages due Buyer from Stockholder. Stockholder acknowledges and agrees that he will continue to be bound by and that he will observe, abide by and honor his obligations hereunder even though the Company has ceased to make payments hereunder. (c) The rights and remedies of the Buyer hereunder are not exclusive of or limited by any other rights or remedies which the Company Buyer may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company Buyer hereunder, and the obligations and liabilities of Stockholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like and any other agreement to which the Stockholder and Phoenix Footwear and/or the Company are partieslike. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision hereof of this Agreement is brought by Phoenix Footwear and/or the Company Buyer against the Stockholder, if Phoenix Footwear and/or the Company Buyer is the prevailing party, they it shall be entitled to recover reasonable attorneys attorneys' fees, costs and disbursements (in addition to any other relief to which they are the prevailing party may be entitled).