SHAREHOLDERS AGREEMENT
SHAREHOLDERS AGREEMENT made as of July 15, 1997 (this "Agreement")
by and among DAVCO INDUSTRIES, INC., a New York corporation having its principal
office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to
as, "Davco"), XXXXXX XXXXXX, an individual residing at 00 Xxxxxxx Xxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000 ("SA"), XXXXXXXXXXX XXXXX, an individual residing at
00 Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000("XX") (SA and CH being the owners
of all of the outstanding capital stock of Davco and hereinafter collectively
referred to as, the "Davco Principals"), ARIS MANAGEMENT CORP., a New York
corporation having an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter referred to as "AMC") and ARIS INDUSTRIES, INC., a New York
corporation having an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter referred to as "Aris");
WHEREAS, Davco, the Davco Principals, and AMC(an indirect subsidiary
of Aris) have entered into an Asset Purchase Agreement dated as of July 15, 1997
(the "Asset Purchase Agreement") providing for the sale by Davco to AMC of the
Purchased Assets including the Davco Apparel Business (both as defined in the
Asset Purchase Agreement) and the goodwill thereof as a going concern, its
corporate and trade names and its trademark licenses, and the closing under the
Asset Purchase Agreement has occurred on the date hereof (the "Closing Date");
WHEREAS, the purchase price payable AMC to Davco pursuant to the
Asset Purchase Agreement includes THREE MILLION (3,000,000) shares of the Common
Stock, par value $.01 per share, of Aris ("Aris Common Stock") delivered on the
Closing Date(such shares of Aris Common Stock delivered to Davco pursuant to the
Asset Purchase Agreement referred to herein as the "Shares");
WHEREAS, it is a closing condition under the Asset Purchase
Agreement that Davco and the Davco Principals enter into this Agreement
providing for certain restrictions on the transfer of the Shares; and
WHEREAS, APOLLO ARIS PARTNERS, L.P., a Delaware limited partnership,
having an address c/o Apollo Advisors, L.P., Two Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx,
Xxx Xxxx 00000 (hereinafter referred to as "Apollo") and XXXXXXX X. RAMAT, an
individual residing at 0000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("CSR") are
each shareholders of Aris and shall be the beneficiaries of certain provisions
of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of AMC's
entering into the Asset Purchase Agreement, the mutual agreements and covenants
herein contained, and other good and valuable consideration the receipt and
sufficiency of which is
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto HEREBY AGREE AS FOLLOWS:
1. Applicability of Restrictions of this Agreement. The restrictions
and other provisions set forth in this Agreement with respect to the Shares
shall apply to the Shares as held of record and/or beneficially by Davco and the
Davco Principals, and shall continue to apply in full force and effect
notwithstanding any distribution, transfer or assignment of Shares at any time
from Davco to the Davco Principals and notwithstanding the liquidation,
dissolution or winding up of Davco. Davco and the Davco Principals shall notify
Aris in writing at least ten (10) days in advance of any distribution, transfer
or assignment from Davco to any of the Davco Principals specifying the details
of the number of shares being transferred and the transferee thereof. The
restrictions and other provisions set forth in this Agreement with respect to
the Shares shall also apply to all equity securities of Aris which may be
issued, distributed to, or exchanged with Davco or the Davco Principals, in
respect of the Shares, including those resulting from reclassification,
recapitalization, combinations or exchanges of shares, reorganizations,
liquidations, split-ups, distributions of a dividend payable in stock, changes
in par value, or shares resulting from any merger, consolidation, or sale or
exchange of shares or assets of Aris.
2. Representations, Warranties and Covenants of Davco and Davco
Principals. Davco and the Davco Principals, jointly and severally, represent and
warrant unto and covenant and agree with AMC and Aris, and such representations,
warranties, covenants and agreements are material inducements to AMC and Aris
entering into this Agreement and AMC entering into the Asset Purchase Agreement:
(a) Davco and the Davco Principals acknowledge and agree that
no assurances or representations are made by AMC or Aris as to the present or
future market value of the Shares of Aris Common Stock issued to Davco pursuant
to the Asset Purchase Agreement. Davco and the Davco Principals acknowledge
their receipt and review of Aris' Form 10K for the year ended December 31, 1996,
its Form 10Q for the first quarter ended March 31, 1997, and its Form 8K's dated
May 5, 1997 and June 18, 1997, all as filed with the Securities and Exchange
Commission ("SEC"). Each of Davco and the Davco Principals, and their
representatives, have been granted the opportunity to ask questions of, and
receive answers from, representatives of Aris concerning the terms and
conditions of the purchase of the Shares and to obtain any additional
information that they deem necessary regarding Aris or the Shares and each of
their knowledge and experience in financial and business matters is such that he
or it is capable of evaluating the merits and risks of the investment in the
Shares, or he or it has been advised by a representative possessing such
knowledge and experience. Neither Aris nor AMC nor their professional advisors
have provided or offered to provide any tax, legal or financial advice to Davco
or the Davco Principals in connection with the Asset Purchase
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Agreement or their acquisition of the Shares and they are relying solely on
their own advisors for tax, legal and finance advice relating thereto.
(b) All Shares of Aris Common Stock delivered pursuant to the
Asset Purchase Agreement shall be acquired by Davco and the Davco Principals for
investment and not with a view toward, or for sale in connection with, any
distribution thereof, nor with any intention of distributing or selling such
shares of Aris Common Stock; provided however, that the foregoing shall not
preclude Davco or the Davco Principals from transferring shares of Aris Common
Stock in accordance with Rule 144 Brokers Transactions (as defined herein)
subject to the limitations as to timing and amounts of Shares set forth in this
Agreement.
(c) The Shares of Aris Common Stock obtained by the Seller
pursuant to this Agreement have not been registered under the Securities Act of
1993, as amended (the "Securities Act"), shall be "restricted stock", and even
if a sale is otherwise permitted by this Agreement, the Shares may not be resold
without an effective registration statement under the Securities Act or an
exemption therefrom pursuant to Rule 144 or otherwise and shall be so legended.
Any Transfer of Shares otherwise permitted by this Agreement shall be made only
in full compliance with the Securities Act and the rules and regulations of the
Securities and Exchange Commission (the "SEC") thereunder and applicable state
securities law and regulations. Any Transfer (as defined in Section 3 below) of
the shares of Aris Common Stock obtained pursuant to this Agreement shall
require an opinion of counsel of Aris to the effect that the Transfer is in
compliance with the Securities Act (the cost of which shall be paid by Seller);
such opinion shall not be unreasonably withheld or delayed. Davco and the Davco
Principals undertake to file with the SEC and with Aris all necessary Forms 144,
Forms 3, 4 and 5, Forms 13D and other required reports and filings, and
amendments thereof, in connection with any Transfer of Shares. Davco and the
Davco Principals agree that prior to making any Transfer of the Shares they will
give written notice to Aris describing the manner of such proposed Transfer and
the number of Shares involved. Davco and the Davco Principals agree to furnish
any additional information reasonably requested by Aris to assure compliance
with applicable federal and state securities laws in connection with any
Transfer of Shares.
(d) Davco and the Davco Principals acknowledge that it and
they are familiar with Rule 144, as amended, under the Act, and that they have
been advised that Rule 144 permits, only under certain circumstances, the public
resale of restricted securities such as the Shares.
3. No Transfers Except as Permitted by This Agreement. Neither
Davco nor the Davco Principals shall directly or indirectly sell, exchange,
transfer, gift, pledge, hypothecate, grant a security interest in, grant a proxy
with respect to, devise, assign
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or in any other way dispose of, encumber or grant a security interest in
(hereinafter referred to as a "Transfer"), any of the Shares, or any interest
therein or any certificates representing any such Shares, nor shall they or any
of them attempt to do so, except as permitted by this Agreement. Any purported
Transfer in violation of this Agreement shall be invalid.
4. Transfers Must Comply With Securities Laws. Any Transfer of
Shares otherwise permitted by this Agreement shall be made only in full
compliance with the Securities Act and applicable and state securities laws and
regulations.
5. Legend. So long as this Agreement remains in effect, there shall
be noted conspicuously upon each stock certificate representing Shares (and any
replacement certificate therefor), the following statement:
"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 as amended ("the Securities
Act") nor under any applicable state securities act and may not be
transferred, offered, sold, pledged or hypothecated except pursuant to (i)
an effective registration statement relating to such stock under the
Securities Act and any applicable state securities act, or (ii) to the
extent applicable, Rule 144 under the Securities Act (or any similar rule
under such act or acts relating to the disposition of securities). An
opinion of counsel satisfactory to the Corporation that Rule 144 is
available and applicable shall be a condition to any proposed transaction
involving such shares.
"The rights to transfer and vote the Shares represented by this
certificate are further restricted by the terms and provisions contained
in a Shareholders Agreement dated July 15, 1997 on file at the offices of
the Corporation."
6. Additional Transfer Restrictions; Rule 144 Brokers Transactions
in Limited Amounts. Davco and the Davco Shareholders hereby agree that, in
addition to limitations on Transfer imposed by Rule 144 and other applicable
federal and state securities laws and regulations, Transfers of the Shares shall
be further limited to sales which are over the market in "brokers
transactions"(as defined in Rule 144 and attached as Exhibit A hereto) and
meeting the manner of sale and all other requirements of Rule 144 (such sales
referred to herein as "Rule 144 Brokers' Transactions"), at the times and in the
amounts set forth as follows:
(a) No Transfers may be made during the first year
following the Closing Date.
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(b) In each of the second, third and fourth years following
the Closing Date, a maximum of 300,000 of such Shares per year may be sold in
Rule 144 Brokers Transactions for the account of SA (beneficially or of record)
and a maximum of 300,000 of such Shares per year may be sold in Rule 144 Brokers
Transactions for the account of CH (beneficially or of record).
(c) Commencing in the fifth year following the Closing Date, a
maximum of 600,000 of such Shares per year may be sold in Rule 144 Brokers
Transactions for the account of SA (beneficially or of record) and a maximum of
600,000 of such Shares per year may be sold in Rule 144 Brokers Transactions for
the account of CH (beneficially or of record).
References herein to the limitation on Shares sold for the account of SA or CH
"beneficially or of record" shall mean shares sold directly by SA or CH if
certificates for Shares are registered in their individual names and shares sold
by Davco(which must be allocated to either SA or CH for this purpose) if
certificates for Shares are registered in Davco's name. In the event Davco, SA
or CH desire to sell any Shares in Rule 144 Brokers Transactions as permitted by
this Section 5, they shall notify Aris in writing at least five (5) days in
advance of the proposed sale, specifying the details as to the transferor, for
whose account such transfer is allocated, and the number of Shares proposed to
be sold.
7. Additional Transfer Restrictions-Private and Other Sales.
(a) During the first four (4) years following the Closing
Date, Transfers of the Shares (other than in Rule 144 Brokers Transactions
subject to the limitation in amounts and timing set forth in Section 5 above)
shall NOT be permitted without the advance written consent of Aris in each case,
which it may withhold in its sole discretion. Without limiting the generality of
the foregoing, privately negotiated sales, regardless of amount, and whether or
not involving a significant block or bulk of Shares, or any sales which are the
result of solicitation or offers of or to a purchaser or purchasers by Davco or
the Davco Principals, shall NOT be permitted during the first four (4) years
following the Closing Date.
(b) Commencing in the fifth year following the Closing Date,
Transfers of the Shares(other than in Rule 144 Brokers Transactions subject to
the limitation in amounts and timing set forth in Section 5 above) for an
all-cash purchase price shall only be permitted subject to successive rights of
first refusal of (1) Aris, and (2) Apollo and CSR, in compliance with the
procedures and limitations set forth in Section 6(c) below. Transfer of Shares
other than for an all-cash purchase price shall not be permitted.
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(c) In the event that from and after the completion of four
(4) years from the Closing Date, either Davco or the Davco Principals desire to
Transfer any Shares(other than in Rule 144 Brokers Transactions subject to the
limitation in amounts and timing set forth in Section 5 above) (such transferor
referred to as a "Selling Shareholder") and intends to accept a bona fide
written offer received from a third party unaffiliated with Davco, the Davco
Principals or Aris (including an offer which is the result of solicitation by
the Selling Shareholder) for any of his Shares of Aris for an all-cash purchase
price, then the Selling Shareholder shall promptly give to Aris, Apollo and CSR
written notice thereof, attaching the written offer of the third party, and
setting forth the number of Shares to be transferred, the cash purchase price
per share to be paid by the third party, the identity of the third party
offeror, evidence of the financial capability of the third party offeror and
details as to the transferor and for whose account the Shares will be sold. Aris
shall have the right, by written notice to the Selling Shareholder, Apollo and
CSR within thirty(30) days thereafter, to purchase any or all the Shares covered
by such offer at same all-cash purchase price per share set forth in the third
party offer. In the event that Aris shall not elect to exercise such right of
first refusal, or shall elect to exercise such right of first refusal for less
than all of the Shares proposed to be transferred, then Apollo and CSR shall
have the right, by written notice given to the Selling Shareholder and Aris
within a further thirty (30) day period, to purchase any or all the Shares
(which Aris has not elected to purchase) covered by such offer at the same
all-cash purchase price per share set forth in the third party offer. As between
Apollo and CSR, they shall have equal rights to purchase any such Shares
available; if either of Apollo or CSR does not purchase its full portion of the
Shares available to be purchased, the other of Apollo and CSR shall have the
right to purchase the balance.
To the extent that Aris, Apollo and/or CSR elect to exercise
their rights of first refusal to purchase any Shares covered by such third party
offer, a closing for the purchase of such Shares will be held at a time and
place specified by Aris, Apollo and/or CSR, as applicable, within ninety (90)
days of the Selling Shareholder's original notice of proposed transfer, at which
time the purchaser(s) shall tender the cash purchase price for the Shares to be
transferred to them, and the Selling Shareholder shall transfer such Shares to
the purchaser(s), free and clear of all liens, claims and encumbrances
whatsoever, and shall deliver stock certificates and stock powers therefor
endorsed in blank.
Failure to give any notice during said exercise periods shall
be deemed to be an election not to exercise a right of first refusal as to such
offer. The election by Aris, Apollo or CSR not to exercise their right of first
refusal as to any offer shall not affect their right of first refusal as to any
subsequent offer. If Aris, Apollo and CSR, in the aggregate, elect to
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exercise their rights of first refusal, as to less than all the Shares offered
by the Selling Shareholder, then the Selling Shareholder may proceed to transfer
the balance of his or its Shares covered by the third party offer within a
period of ninety (90) days after the original notice of the offer and shall
provide Aris, Apollo and CSR with written notification of the completion of such
sale; but if such sale is not consummated within such 90 day period, the Shares
covered by the offer, if subsequently to be transferred by the Selling
Shareholder, will be subject to the right of first refusal provided by this
Section 6(c). A Selling Shareholder may not initiate the procedure to transfer
Shares pursuant to this Section 6(c) by sending notice more frequently than once
every six months.
8. Restriction on Acquisitions of Additional Aris Shares Except for
the Shares issued on the Closing Date, neither Davco nor the Davco Principals,
nor any affiliate or family member thereof shall, directly or indirectly,
purchase or acquire any shares of Aris Common Stock or other capital stock,
securities or debt instruments of Aris (or its subsidiaries) of any class,
except with the advance written consent of Aris in each instance.
9. Voting Agreements. For so long as Xxxxxxx X. Ramat is Chairman,
Chief Executive Officer or President of Aris, Davco and the Davco Principals
agree that upon any matter submitted to or requiring the vote of the holders of
Aris Common Stock (including without limitation, for the election of Directors
of Aris), they will vote all of the shares of Aris Common Stock owned by them or
their affiliates (including without limitation, the Shares) for the
recommendations, proposals and nominations of the Board of Directors of Aris,
and on the Closing Date and from time to time thereafter, Davco and the Davco
Shareholders shall execute and deliver such proxies and other documentation to
effectuate such obligation.
10. Registration Rights.
(a) Davco and the Davco Principals shall be entitled to
certain "piggyback" registration rights with respect to the Shares to the extent
and in accordance with the terms and procedures set forth in this Section 10;
provided, however, that under no circumstances shall they be entitled to demand
registration rights. The Shares owned by Davco and the Davco Principals which at
the time of a registration by Aris may be entitled to registration rights under
this Section 10 are referred to as the "Eligible Shares"; the Eligible Shares
shall be defined to include those specific Shares issued to Davco and the Davco
Principals on the Closing Date pursuant to the Asset Purchase Agreement which at
the time of registration are still owned by Davco and/or the Davco Principals.
Registration rights granted herein to Davco and the Davco Principals shall not
be transferable or assignable.
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(b) Aris shall advise Davco and the Davco Principals by
written notice at least fifteen (15) days prior to the filing by Aris of any
underwritten registration statement under the Securities Act covering Aris
Common Stock(other than on Form S-8 or equivalent successor form) and in which
the "Existing Major Shareholders" (as defined herein) would be eligible to have
their shares of Aris Common Stock included in such registration on a "piggyback"
basis pursuant to the Equity Registration Rights Agreement dated June 30, 1993
between Aris and the Existing Major Shareholders (the "Registration Rights
Agreement") and will upon the written request of Davco and the Davco Principals
specifying the number of Eligible Shares requested to be included, include in
any such registration statement the requested Eligible Shares to the same
proportionate extent as if Davco and the Davco Principals were Existing Major
Shareholders (to the extent of such requested Eligible Shares) and the Existing
Major Shareholders' shares of Aris Common Stock were eligible for inclusion in
such registration statement on a "piggyback" basis pursuant to the Registration
Rights Agreement, after giving effect to all adjustments, allocations,
reallocations and limitations provided for in the Registration Rights
Agreement (such portion of the Eligible Shares which may be included in the
proposed registration collectively referred to as the "Registerable Shares").
The Existing Major Shareholders are defined as Apollo, CSR, Xxxxxx Xxxxxxxx,
Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxx Xxxxx, and trusts affiliated with, or for
the benefit of family members of, such persons, who are parties to the
Registration Rights Agreement.
(c) Davco and the Davco Principals shall furnish Aris with
appropriate information in connection with any registration of the Registerable
Shares as Aris may request. All costs and expenses of such registration
statement covering the Registerable Shares shall be borne by Aris, except that
Davco and the Davco Principals shall bear the fees of their own counsel, pay any
and all taxes applicable to the sale of the securities sold by the them and pay
any underwriting discounts or commission applicable to any of the securities
sold by them.
(d) Whenever a registration statement relating to any of the
Registerable Shares is filed under the Securities Act, Aris will indemnify and
hold harmless each of Davco and the Davco Principals as a holder of the
Registrable Shares covered by such registration statement to the same extent
(and subject to the same limitations and exclusions) as Aris would be required
to indemnify the Existing Major Shareholders who would be entitled to
participate in such registration on a "piggyback basis" pursuant to the
Registration Rights Agreement, and Davco and the Davco Principals will indemnify
Aris to the same extent(and subject to the same limitations and exclusions) as
the Existing Major Shareholders would be required to indemnify Aris if they were
to participate in such registration pursuant to the Registration Rights
Agreement, in each case under the same terms, conditions and procedures as set
forth in the Registration Rights Agreement.
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(e) The parties hereto acknowledge and agree that the
registration rights granted to Davco and the Davco Principals hereunder shall
expire and shall no longer be exercisable five (5) years from the Closing Date.
(f) Davco and the Davco Principals agree that they will not
Transfer any shares of Aris Common Stock during the five(5) business days prior
to, and during the sixty (60) day period beginning on, the effectiveness of any
registration statement with respect to Aris Common Stock or other securities of
Aris.
11. General Provisions.
(a) This Agreement (together with the Asset Purchase Agreement
and the other documentation executed in connection therewith) contains all of
the terms of the understanding between Davco, the Davco Principals, AMC and Aris
with respect to the subject matter hereof and, except as expressly set forth
herein or therein, no representation has been made by or relied upon by either
party hereto. This Agreement may not be changed or modified except in a writing
signed by the each of the parties hereto.
(b) Each of Davco and the Davco Principals represents and
warrants that he and it is not a party to any agreement, contract or
understanding, which would in any way restrict or prohibit him from undertaking
or performing the terms and conditions of this Agreement.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Each party hereto for himself
or itself and his or its successors and assigns hereby consents to personal
jurisdiction over him or it in the courts of the State of New York and of any
federal court located in such state in connection with any action or proceeding
arising out of, or related to, this Agreement. Each party hereto agrees that
service of process upon him or it may be made in any manner permitted by the
laws of the State of New York, and in addition, specifically agrees that service
of will be deemed sufficient for personal jurisdiction over him or it if service
is made by registered or certified mail at the address of such party set forth
above. Each of Davco and the Davco Principals, for itself, himself its and his
heirs, personal representatives, successors and assigns, agrees that no action,
suit or proceeding of any kind may be brought, and no claim may be asserted
(whether by counter-claim, cross-claim or otherwise) by it, him or them against
Aris or any affiliates thereof with respect to any matter arising from this
Agreement, except in the courts of the State of New York and the federal courts
located in the State of New York.
(d) All notices and other communications hereunder shall be in
writing and deemed to have been duly given if personally delivered or mailed,
first class, postage prepaid, certified mail, return receipt requested, to the
other party hereto
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at its or his address above written or at such other address as either of the
parties may designate in conformity with the foregoing. All notices to Aris or
AMC shall be sent to Xxxxxxx X. Ramat, President of Aris. Copies of all notices
to Aris, AMC, Apollo or CSR shall be sent to Xxxxxxx, Xxxxxxxxx LLP, 0 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx X. Xxxxxxxx, Esq. Copies
of all notices to Davco or the Davco Principals shall be sent to Xxxxxxx &
Xxxxxxx, 000 Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Att: Xxxxxx Xxxxxxx,
Esq.
(e) No waiver of any breach of any terms hereof shall be
effective unless made in writing signed by the party against whom enforcement of
the waiver is sought, and no such waiver shall be construed as a waiver of any
subsequent breach of that term or of any other term of the same or different
nature.
(f) This Agreement shall be binding upon the parties hereto
and their heirs, executors, administrators, successors and assigns. Neither
Davco nor the Davco Principals may assign any of its or their rights or
obligations under this Agreement. The liquidation and dissolution of Davco shall
not modify, reduce, or release any obligation of Davco or the Davco Principals
under this Agreement, all of which shall remain in full force and effect and
enforceable against the Davco Principals, notwithstanding the liquidation and
dissolution of Davco. Davco shall not be permitted to dissolve or liquidate
except pursuant to the procedures set forth in the Asset Purchase Agreement.
(g) This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
(h) The provisions and covenants set forth in this Agreement
are for the benefit of the parties to this Agreement, Apollo and CSR and not for
the benefit of any creditor or other person, and no creditor or other person
shall have any right to enforce the provisions and covenants against any party
hereto.
(i) If any provision of this Agreement shall be invalid or
unenforceable, in whole or in part, or as to any jurisdiction, such provision
shall be deemed to be modified or restricted to the extent and in the manner
necessary to render the same valid and enforceable, or shall be deemed excised
from this Agreement, as the case may require, and this Agreement shall be
construed and enforced to the maximum extent permitted by law as if such
provision had been originally incorporated herein as so modified or restricted,
or as if such provision had not been originally incorporated herein, as the case
may be.
(j) Each of the parties hereto shall cooperate and
take such actions, and execute such other documents as may be
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reasonably requested by the other in order to carry out the provisions and
purposes of this Agreement.
(k) Notwithstanding any other provision of this Agreement, it
is understood and agreed that CSR and Apollo are beneficiaries of certain
obligations of Davco, the Davco Principals and Aris set forth herein, that CSR
and Apollo have countersigned this Agreement solely as beneficiaries of such
obligations and to confirm that they may enforce such obligations against Davco,
the
[balance of page intentionally left blank]
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Davco Principals and Aris, and neither CSR nor Apollo shall have any obligation
to Davco, the Davco Principals or Aris by reason of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day and year first above written.
By /s/ XXXXXX XXXXXX
------------------------------
Name: Xxxxxx Xxxxxx
Title: President
By /s/ XXXXXXXXXXX XXXXX
------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Chief Executive Officer
/s/ XXXXXX XXXXXX
------------------------------
Xxxxxx Xxxxxx, Individually
/s/ XXXXXXXXXXX XXXXX
------------------------------
Xxxxxxxxxxx Xxxxx, Individually
ARIS MANAGMENT CORP.
By /s/ XXXXXXX X. RAMAT
------------------------------
Name: Xxxxxxx X. Ramat
Title: Chairman
ARIS INDUSTRIES, INC.
By /s/ XXXXXXX X. RAMAT
------------------------------
Name: Xxxxxxx X. Ramat
Title: President
APOLLO ARIS PARTNERS, L.P. (Beneficiary)
By: AIF-II, L.P., its General Partner
By: Apollo Advisors, L.P., its General
Partner
By: Apollo Capital Management, Inc., its
General Partner
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, Vice President
/s/ XXXXXXX X. RAMAT
------------------------------
Xxxxxxx X. Ramat, individually
(Beneficiary)
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