Exhibit C
September 24, 1998
Candie's, Inc.
Attn: Xxxx Xxxx, Chairman
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: LOCK-UP AGREEMENT
Gentlemen:
In connection with the acquisition of all of the outstanding
capital stock (the "Transaction") of Xxxxxx & Co., Inc. ("Xxxxxx & Co.") by a
wholly-owned subsidiary of Candie's, Inc. (the "Company") pursuant to the
stock purchase agreement of even date herewith (the "Purchase Agreement")
among the Company, its subsidiary, Xxxxxx & Co. and the undersigned former
stockholders of Xxxxxx & Co. (the "Undersigned"), and as a condition of the
Transaction, each of the Undersigned, in consideration for the issuance to
them of shares of the Company's Common Stock in accordance with the terms of
the Purchase Agreement, hereby covenants and agrees:
1. From the date hereof (the "Effective Date") until the first
anniversary of the Effective Date, not to, directly or indirectly, sell,
offer for sale, assign, transfer, hypothecate, encumber, pledge, contract to
sell, grant an option to purchase or otherwise dispose of any of the shares
of common stock of the Company acquired in connection with the Purchase, all
as more particularly set forth in the Schedule annexed hereto (the "Company
Securities"), in any manner whatsoever, pursuant to Rule 144 of the rules and
regulations promulgated under the Securities Act of 1933, as amended, or
otherwise.
2. Each of the undersigned hereby consents to the Company giving
the transfer agent for its Common Stock written stop-transfer instructions
consistent with the provisions of paragraph 1 hereof.
3. It is intended by the parties to the Transaction that this
Agreement, shall be a valid and binding restriction on transfer of securities
within the meaning of Section 202 of the Delaware General Corporation Law
("DGCL") (or any successor provisions). Accordingly, each of the undersigned
consents to the placement of an appropriate legend upon any certificates
Candies, Inc.
September 24, 1998
Page 2
evidencing its Company Securities, as contemplated by Section 202(a) of the
DGCL (or any related or successor provisions) and, upon request by the
Company, the undersigned will submit the certificates representing its
Company Securities for legending in accordance with this Agreement.
4. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York, without regard to its
choice of law principles.
5. This Agreement constitutes the entire agreement, and
supersedes all prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof.
6. This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.
Very truly yours,
Dated: September 24, 1998 /s/ Xxxxxxx Xxxxxx
--------------------- -------------------------------------
Xxxxxxx Xxxxxx, as trustee of the
Claudio Trust dated February 2, 1990,
stockholder
Dated: September 24, 1998 /s/ Xxxx Xxxxxxxxx
--------------------- -------------------------------------
Xxxx Xxxxxxxxx, stockholder
Candies, Inc.
September 24, 1998
Page 3
SCHEDULE OF COMPANY SECURITIES BEING LOCKED UP
Stockholder Number of Company Securities
----------- ----------------------------
Xxxxxxx Xxxxxx, as Trustee 1,475,806 shares
of the Claudio Trust dated
February 2, 1990
Xxxx Xxxxxxxxx 491,936 shares
