EXHIBIT 99.5
SHAREHOLDERS AGREEMENT
dated as of August 10, 1999
by and among
ARIS INDUSTRIES, INC.
and
XXXXX XXXXX
and
XXXXXXX XXXXXX
and
XXXXX XXXXXX
and
THE SIMON GROUP, LLC
SHAREHOLDERS AGREEMENT
Shareholders Agreement (this "Agreement"), dated as of August 10, 1999,
among Aris Industries, Inc., a New York corporation (the "Company"), The Simon
Group, LLC, a New York limited liability company ("Simon") and each of Xxxxx
Xxxxx ("Xxxxx"), Xxxxxxx Xxxxxx ("Xxxxxx"), and Xxxxx Xxxxxx
("Xxxxxx,")(individually a "Seller" and together the "Sellers" and together with
Simon, the "Shareholders").
WHEREAS, Simon beneficially owns 41,757,194 shares of the Common Stock
of the Company, par value $.01 per share (the "Common Stock");
WHEREAS, pursuant to the terms and conditions of that certain Agreement
and Plan of Merger dated as of July 19, 1999 as amended by Amendment No. 1 dated
August 2, 1999, (the "Merger Agreement") by and among the Company, Lola, Inc.,
Xxxxx, Xxxxxx and Xxxxxx, Sellers are acquiring an aggregate of 6,500,000 shares
of Common Stock (the "Shares");
WHEREAS, execution and delivery of this Agreement by the parties hereto
is a condition precedent to the closing (the "Closing") under the Merger
Agreement; NOW, THEREFORE, in consideration of the premises, covenants and
agreements contained herein, and for other good and valuable consideration, the
sufficiency and adequacy of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Intentionally Omitted.
2. Corporate Governance.
2.1 Board of Directors; Nomination of Directors.
(a) During the term of this Agreement, Simon shall nominate, and vote
all of its shares of Common Stock for the election of, Xxxxx as a director of
the Company, provided Xxxxx is, at such time, employed as an executive officer
of the Company.
(b) In the event that Xxxxx no longer serves as an executive officer of
the Company, he shall resign as a Director of the Company promptly upon the
written request of Simon.
2.2 Voting for Directors Generally. Xxxxx and Xxxxxx shall vote for
directors of the Company in accordance with this Agreement as follows. Xxxxx and
Bohbot each shall appear in person, or by proxy, at any annual or special
meeting of shareholders of the Company, and shall vote the shares of Common
Stock owned by such Seller, in favor of the election of the individuals
nominated by Simon. Xxxxx and Xxxxxx each shall vote in any solicitation of
written consents or proxies consistent with the foregoing.
3. Restrictive Legends Requirements.
3.1 Restrictive Legend on Certificate. Each of the Shareholders agrees
that the Company shall place during the term of this Agreement the applicable
portion or portions of the following legend on the certificates representing the
shares of Common Stock beneficially owned by each of them.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF THE SHAREHOLDERS AGREEMENT, DATED AS OF August 10, 1999,
WHICH AGREEMENT CONTAINS PROVISIONS RESTRICTING THE TRANSFER OF
SECURITIES EVIDENCED BY THIS CERTIFICATE UNDER CERTAIN CIRCUMSTANCES.
SUCH SHAREHOLDERS AGREEMENT ALSO CONTAINS PROVISIONS REQUIRING THE VOTE
OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IN FAVOR OF INDIVIDUALS
NOMINATED TO THE BOARD OF DIRECTORS OF THE CORPORATION BY OTHER
SHAREHOLDERS REFERRED TO THEREIN UNDER CERTAIN
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CIRCUMSTANCES. A COPY OF SUCH SHAREHOLDERS AGREEMENT
MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE.
4. General Restrictions on Transfer of Common Stock.
4.1 Restrictions on Transfers. During the term of this Agreement, none
of Xxxxx or Bohbot shall sell, assign, transfer, pledge, hypothecate, mortgage,
encumber or otherwise dispose (a "Transfer") of all or any shares of Common
Stock now owned by either of them, except as permitted in this Section 4, or as
permitted by, or in compliance with, Section 5 or Section 6 of this Agreement.
Any Transfer by Xxxxx or Xxxxxx of any shares of Common Stock subject to this
Agreement that does not comply with the terms of this Agreement shall be void ab
initio and of no effect, and the Company and its transfer agent and registrar
shall have no obligation to give effect to such purported Transfer or to
recognize the purported transferee as the holder of such shares.
4.2 Death of Seller. Notwithstanding any provision of this Agreement to
the contrary, effective upon the death of Xxxxx or Bohbot, the terms of this
Agreement shall terminate with respect to such Seller.
4.3 Transfers Subject to Simon's Right of First Offer. Prior to either
of Xxxxx or Xxxxxx effecting the Transfer of 100,000 or more shares of such
Seller's Common Stock in one transaction or series of related transactions in
any 90-day period (other than any Transfer otherwise permitted under this
Agreement), such Seller shall irrevocably offer such shares of Common Stock to
Simon by delivering via facsimile, no later than 1:00 p.m. eastern standard time
(10:00 a.m. pacific standard time), to Simon a Transfer Notice to such effect
stating the terms of such offer, and meeting the requirements of a Transfer
Notice (defined below) and including the proposed closing date, which shall not
be earlier than 1:00 p.m. eastern standard
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time (10:00 a.m. pacific standard time) the next business day after delivery of
such Transfer Notice or 1:00 p.m. eastern standard time (10:00 a.m. pacific
standard time) on the third business day following the delivery of the Transfer
Notice if the proposed Transfer is pursuant to a private sale. If Simon does not
deliver via facsimile a written notice (the "Acceptance Notice") irrevocably
accepting such offer on or prior to 1:00 p.m. eastern standard time (10:00 a.m.
pacific standard time) on the business day after Simon's receipt of the Transfer
Notice or on or before 1:00 p.m. eastern standard time (10:00 a.m. pacific
standard time) on the third business day following delivery of the Transfer
Notice if the proposed Transfer is pursuant to a private sale, then such Seller
shall have the right for a period of 30 days to Transfer such shares of Common
Stock to any Person on terms no less favorable to Seller than the terms
described in such Transfer Notice. If Simon shall deliver the Acceptance Notice
irrevocably accepting the offer within the required time period, the selling
Seller shall sell, and Simon shall purchase, such offered shares at the price
per share and in accordance with the other terms set forth in the applicable
Transfer Notice on the closing date specified therein. As used in this
Agreement, "Transfer Notice" shall mean a notice that (x) sets forth: (i) the
aggregate number of shares of Common Stock to be transferred (the "Offered
Shares"); (ii) the proposed date, time and place of Transfer; (iii) the amount
and form of consideration to be received in the aggregate and on a per-share
basis by the selling Shareholder; (iv) the identity of the transferee or
transferees (provided that in the case of a public sale, or a Transfer pursuant
to Rule 144, the requirement to set forth such identity may be satisfied by a
statement that the transferee or transferees is the public market); and (v) any
other material terms and conditions of the Transfer, together with copies of any
then-available Transfer documents (or the current draft thereof) related
thereto; provided,
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that with respect to a Transfer Notice issued pursuant to Section 4.3,
notwithstanding the provisions of Section 11, a Transfer Notice shall be given
in writing by facsimile to Simon at 0- 000-000-0000, and shall be deemed
received by Simon on the date such facsimile was transmitted, if such Seller has
a confirmation that such transmission was received; and provided further that
with respect to an Acceptance Notice issued pursuant to Section 4.3,
notwithstanding the provisions of Section 11, an Acceptance Notice shall be
given in writing by facsimile to the selling Seller as follows: if to Xxxxx, to
(000) 000-0000 and if to Bohbot, to (000) 000-0000 and shall be deemed received
by the selling Seller on the date such facsimile was transmitted, if Simon has a
confirmation that such transmission was received.
4.4 No Joint and Several Liability. The obligations of the Sellers set
forth in this Section 4 are individual to each Seller and are not joint and
several, and no liability shall be attributed to a particular Seller for the
breach of this Section 4.1 by another Seller.
5. Tag-Along Transfer Rights on Non-Public Dispositions by Simon.
5.1 Delivery of Transfer Notices. If Simon proposes to Transfer shares
of Common Stock in one transaction or a series of transactions in which more
than 50% of the Common Stock owned by him beneficially and of record are being
sold in a privately negotiated transaction, Simon shall deliver to each Seller a
Transfer Notice. Each Seller shall be entitled to offer for transfer in the
proposed Transfer the number of shares of Common Stock as determined pursuant to
the next sentence, on the terms set forth in such Transfer Notice, by delivering
to Simon, within ten business days of receipt of the Transfer Notice, an
irrevocable offer to sell such shares. In the case of a Transfer by Simon giving
rise to a Tag-Along Right, each Seller shall be entitled to sell such number of
shares equal to the product of (A) the number of shares
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set forth in the Transfer Notice and (B) a fraction, the numerator of which is
equal to the aggregate number of shares of Common Stock which such Seller owns
and the denominator of which is equal to the aggregate number of shares of
Common Stock owned beneficially and of record by Simon and Apollo Aris Partners,
L.P. and AIF - II L.P. ("Apollo"); provided, that notwithstanding any other
provision of this Agreement that any reference in this Agreement to the Common
Stock owned by Simon shall include beneficial ownership by Simon and all shares
of Common Stock issuable upon conversion of Series A Preferred Stock of the
Company held beneficially by Simon; provided, further, if Apollo does not sell
shares in the transaction subject to the Transfer Notice, then each Seller shall
be given the opportunity to sell additional shares in the transaction subject to
the Transfer Notice and the aggregate number of shares that each Seller may
transfer shall be determined pursuant to the formula set forth in this Section
5.1 which shall be revised to delete the inclusion of the shares of Common Stock
owned beneficially and of record by Apollo.
5.2 Terms and Conditions of Sale. The shares of Common Stock to be
offered for Transfer pursuant to this Section 5 by the Sellers shall be
transferred on the same terms and conditions as those applicable to Simon as
specified in the Transfer Notice, including the time of Transfer (provided,
however, that Simon shall be entitled to postpone such Transfer date if
reasonably necessary), form of consideration, and per-share sale price. No
Transfer of shares of Common Stock shall occur prior to the expiration of the
ten (10) business day period referred to in Section 5.1. Sellers shall promptly
take all steps described in the relevant Transfer Notice to effectuate the
Transfer of their shares, as applicable, of Common Stock to be offered for
transfer in the Transfer, including the furnishing of information customarily
provided in connection with
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such a Transfer and the executing of customary Transfer documents with customary
representations and warranties limited to its authority to Transfer and the
title to securities and the absence of any liens or other encumbrances thereon.
5.3 Failure to Complete Tag-Along Transfer. If a Transfer described in
a Transfer Notice delivered pursuant to Section 5.1 shall not be completed for
any reason, Simon shall have no liability to the Sellers therefor.
5.4 No Joint and Several Liability. The obligations of the Sellers set
forth in this Section 5 are individual to each Seller and are not joint and
several, and no liability shall be attributed to a particular Seller for the
breach of this Section 5 by another Seller.
6. Bring-Along Right of Simon.
6.1 Qualifying Transaction. If Simon proposes to sell to a third party
that is not an affiliate of Simon all, but not less than all, of the shares of
Common Stock then owned beneficially and of record by Xxxxx, Xxxxx shall have
the right, but not the obligation (the "Bring-Along Right"), to require the
Sellers to sell all, but not less than all, of the shares of Common Stock
acquired by them pursuant to the Merger Agreement to such third party
purchaser(s) in the same manner, at the same purchase price per share, on the
same closing date and on the same other terms and conditions as Simon, provided,
that Simon must exercise such right as to all of the Sellers as a group.
6.2 Exercise of the Bring-Along Right; Closing Date. Xxxxx xxx exercise
the Bring-Along Right by delivering a written notice to the Sellers to such
effect, which notice shall also state (i) that the notice is being delivered
pursuant to the provisions of Section 6, (ii) the purchase price per share of
Common Stock, (iii) whether the purchase price will be paid in cash,
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Marketable Securities (defined below) or a combination thereof, (iv) the number
of shares of Common Stock which each Seller shall be required to sell pursuant
to the exercise of the Bring- Along Right, (v) the identity of the transferee,
and (vi) the date and time for the closing of the purchase and sale of the
securities pursuant to the Bring-Along Right. For purposes of this Agreement,
"Marketable Securities" means marketable securities (i) issued by an issuer with
a public float equal to or greater than $100 million, (ii) listed on a major
national stock exchange, (iii) that constitute, in the aggregate, not more than
5% of the outstanding class of securities of such issuer, and (iv) that have
been registered for sale under the Securities Act of 1933, as amended (the
"Securities Act") or are otherwise freely tradable under the Securities Act and
applicable "blue sky" or state securities laws.
6.3 Closing of Purchase and Sale Pursuant to the Bring-Along Right. At
the closing specified for the purchase and sale of the shares of Common Stock
owned by Sellers pursuant to the exercise by Simon of its Bring-Along Right at
the offices of the Company (x) the party purchasing such shares of Common Stock
shall (i) to the extent the purchase price is to be paid in cash, pay the
aggregate purchase price for such Common Stock payable to each Seller on the
same terms and conditions as regards Simon by wire transfer of immediately
available funds and (ii) to the extent the purchase price is to be paid by
delivery of Marketable Securities to Sellers, deliver such Marketable Securities
to each Seller, and (y) each Seller shall deliver to such purchaser the stock
certificate or certificates representing all such securities free and clear of
any liens or other encumbrances thereon (other than such liens or other
encumbrances which will be satisfied on such closing date by the payment of
money) duly endorsed in blank, or accompanied by stock powers duly executed in
blank, which date shall not be earlier than ten (10) days after
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the date such notice is given pursuant to Section 11. Each Seller shall promptly
take all steps described in the notice delivered to him to effectuate the
Transfer of the shares of Common Stock to be transferred pursuant to the
exercise of the Bring-Along Right, including the furnishing of information
customarily provided in connection with such a Transfer and the executing of
customary Transfer documents with customary representations and warranties
limited to his authority to Transfer, title to such securities and the absence
of any liens or other encumbrances thereon.
7. Registration Rights.
7.1 Piggyback Registration Rights. In the event that the Company
intends to, or has been requested to, register any share of Common Stock under
the Act, the Company shall notify each Seller of its intention to register such
shares not less than 30 days before the expected filing date of the registration
statement. If any Seller notifies the Company, not less than 15 days prior to
the filing of such registration statement, that they desire to have shares of
the Common Stock they received under the Merger Agreement included in the
registration statement, the Company shall, subject to the provisions of Sections
7.2 and 7.3, include such shares in such registration statement, provided that
each Seller making such request, promptly after the Company's request, furnishes
the Company with such information as may be necessary for the inclusion of such
shares in such registration statement.
7.2 Underwritten Offer. If any registration to which the provisions of
Section 7.1 apply is intended to be an underwritten "firm commitment" public
offering, the Company shall describe the terms and conditions of the
underwriting arrangement in the notice given pursuant to Section 7.1 and
Sellers' rights to have shares of the Common Stock registered
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thereunder shall be conditioned on Sellers' agreement, if so requested by the
Company, to sell such shares pursuant to such underwriting agreement.
7.3 Limitation on Shares. Notwithstanding the provisions of Section
7.1, if any such registration to which the provisions of Section 7.1 apply is to
be an underwritten public offering, and the underwriter of such public offering
determines that marketing factors require a limitation of the number of shares
to be underwritten, the underwriter may exclude from such underwriting a number
of the shares proposed to be offered by parties other than the Company;
provided, that such exclusion shall be allocated among them in the same
proportion as the number of shares proposed to be offered by each such party
bears to the number of shares proposed to be offered by all of them.
7.4 Registration Statement. With respect to any registration of shares
of the Common Stock in which a Seller participates pursuant to this Section 7,
the Company shall furnish a manually signed copy of each such registration
statement and all amendments thereto to each participating Seller upon the
filing thereof, such reasonable number of copies of the prospectus included in
each such registration statement and amendments thereto as such party may
reasonably request in order to facilitate the public sale or other disposition
of the shares owned by such participating Seller.
7.5 Expenses; Fees. Sellers shall not be required to pay any expenses,
fees, or charges in connection with any registration pursuant to this Section 7
except that he shall pay all fees and disbursements of counsel incurred by him
and shall pay a portion of any underwriting discounts or commissions and SEC and
blue sky fees in the same proportion that the number of shares being registered
for any applicable Seller bears to the total number of shares being registered.
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7.6 Indemnification. The Company will indemnify and hold harmless
Sellers, and each of them, against any losses, claims, damages or liabilities to
which Sellers, and each of them, may become subject as far as such losses,
claims, damages or liabilities are caused by any untrue statement of any
material fact contained, on the effective date thereof, in any Registration
Statement under which the securities were registered under the Act, any
prospectus contained therein, or any amendment or supplement thereto, or arise
out of or are based upon the omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and will reimburse Sellers, and each of them, for any legal or other expenses
reasonably incurred by him or her in connection with defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable to a particular Seller in any such case to the extent that any such
loss, damage, expense or liability arises out of or is based upon an untrue
statement or omission so made in conformity with information furnished by such
particular Seller for inclusion in the Registration Statement. Promptly after
receipt by any of the Sellers of notice of any claim to which indemnity would
apply or the commencement of any such action, such Seller will notify the
Company of the commencement thereof. In case such action is brought against a
Seller, and he or she notified the Company of the commencement thereof, the
Company will be entitled to participate in, and, to the extent that it may wish,
to assume the defense thereof, with counsel satisfactory to such Seller.
8. Amendment. This Agreement may not be amended except by a written
instrument signed by all of the parties hereto.
9. Assignment; No Third-Party Beneficiaries.
9.1 This Agreement and all the provisions hereof shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs,
assigns, executors,
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administrators or successors; provided, however, that except as specifically
provided herein with respect to certain matters, neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned.
9.2 This Agreement is not intended to offer any rights or remedies upon
any Person other than the parties hereto and their permitted heirs, assigns,
executors, administrators or successors, and no party hereto shall have any
right to enforce the provisions of this Agreement on behalf of any other Person,
including the Company.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving regard to the
conflict of laws principles thereof.
11. Notices. All notices given pursuant to this Agreement shall be in
writing and shall be made by hand delivery, first-class mail (registered or
certified, return receipt requested), or nationally recognized overnight air
courier guaranteeing next business day delivery as follows:
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If to Simon:
Aris Industries, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention.: Xxxxxx X. Xxxxx, Chairman
Telephone No.: 000-000-0000
Facsimile Transmission No.: 000-000-0000
with a copy to:
Xxxxxxx Xxxxxx & Xxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax No. (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
If to Xxxxx:
c/o XOXO, Inc.
0000 Xxxxxx Xx.
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx
with a copy to:
Xxxxx X. Xxxxxx, Esq.
Troop Xxxxxxx Xxxxxx Xxxxxxx & Xxxxx, LLP
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
and a copy to:
Xxxxxxx X. Xxxxx, Esq.
Xxxxxxxxx Xxxxxxxxx Xxxxx & Leeds, LLP
0000 Xxxxxxxx Xxxx.
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
If to Bohbot
c/o Bisou Bisou, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
with a copy to:
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Xxxxxxx X. Xxxxx, Esq.
Xxxxxxxxx Xxxxxxxxx Xxxxx & Leeds, LLP
0000 Xxxxxxxx Xxxx.
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
If to Xxxxxx:
Xxxxx Xxxxxx
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000
with a copy to:
Xxxxxxx X. Xxxxx, Esq.
Jeffer, Mangels, Xxxxxx & Marmaro LLP
2121 Avenue of the Stars, Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Any party hereto may change its address for receiving notices, requests and
other documents by giving written notice of such change to the other parties.
Except as otherwise provided in this Agreement, each such notice shall be deemed
given: at the time delivered, if personally delivered; if mailed, three days
after being mailed by certified or registered mail, postage prepaid, return
receipt requested; and the next business day after timely delivery to the
courier, if sent by nationally recognized overnight air courier guaranteeing
next business day delivery.
12. Entire Agreement. This Agreement supersedes all prior Agreements
between or among any of the parties hereto with respect to the subject matter
contained herein, and such agreements embody the entire understanding among the
parties relating to such subject matter.
13. Injunctive Relief. Each of the parties hereto hereby acknowledges
that in the event of a breach by any of them of any material provision of this
Agreement, the aggrieved party will be irreparably harmed (which harm is
acknowledged to be not readily measurable in damages) and that there will be no
adequate remedy at law. Each of the parties therefore agrees
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that in the event of a breach hereof the aggrieved party shall have the right to
obtain injunctive relief in any court of competent jurisdiction to enforce
specific performance or to enjoin the continuing breach hereof without the
requirement of posting any bond or security or proving any special damages. By
seeking or obtaining any such relief, the aggrieved party will not be precluded
from seeking or obtaining any other relief to which it may be entitled.
14. Termination.
14.1 Termination of Agreement. This Agreement shall terminate ten years
from the date hereof unless sooner terminated by a written instrument signed by
each of the parties hereto or pursuant to Section 14.2 hereof, provided, if
Xxxxx'x employment with the Company, pursuant to that certain Employment
Agreement executed concurrently herewith by and between the Company and Xxxxx
(the "Employment Agreement"), is terminated "For Cause" (as defined in the
Employment Agreement), or for "Good Reason" (as defined in the Employment
Agreement), the provisions of this Agreement, other than the rights of Sellers
set forth in Sections 5 and 7, shall immediately terminate.
14.2 Termination with Respect to Shareholders with De Minimis Holdings.
Unless this entire Agreement is sooner terminated in accordance with Section
14.1, any Shareholder shall cease to be a party hereto as of such earlier date,
if any, as the number of shares of Common Stock owned by such Shareholder equals
less than 10% of the aggregate number of shares of Common Stock owned
beneficially and of record by such Shareholder as of the date hereof, and
thereafter such Shareholder shall have no rights or obligations as a party
hereto and no termination pursuant hereto shall be deemed to be a breach of any
provision hereof.
15. Section Headings. Section headings are for convenience of reference
only and shall not affect the meaning of any provision of this Agreement.
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16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one and the same instrument. All signatures need not be on
the same counterpart.
17. Consent to Jurisdiction. All actions and proceedings arising out
of, or relating to, this Agreement shall be heard and determined in any state or
federal court sitting in New York, unless the Company is reincorporated in the
state of Delaware, in which case, all such actions and proceedings shall be
heard and determined in any state or federal court sitting in Delaware. The
undersigned, by execution and delivery of this Agreement, expressly and
irrevocably consent and submit to the personal jurisdiction of any of such
courts in any such action or proceeding; (ii) consent to the service of any
complaint, summons, notice or other process relating to any such action or
proceeding by delivery thereof to such party by hand or by certified mail,
delivered or addressed as set forth in Section 11 of this Agreement; and (iii)
waive any claim or defense in any such action or proceeding based on any alleged
lack of personal jurisdiction, improper venue or forum non conveniens or any
similar basis.
18. Severability. If any provision of this Agreement shall be
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity and enforceability of the remaining provisions of
this Agreement, unless the result thereof would be unreasonable, in which case
the parties hereto shall negotiate in good faith as to appropriate amendments
hereto.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
ARIS INDUSTRIES, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: President
THE SIMON GROUP, L.L.C.
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
/s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, Individually
/s/ Xxxxxxx Xxxxxx
---------------------------------
Xxxxxxx Xxxxxx, Individually
---------------------------------
Xxxxx Xxxxxx, Individually
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