AGREEMENT FOR CREATIVE DIRECTOR SERVICES
Exhibit
99.3
EXECUTION
VERSION
AGREEMENT
FOR CREATIVE DIRECTOR SERVICES
This
Services Agreement (“Agreement”) is made and entered into by and among ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ (“Giannulli”), Mossimo, Inc. (the “Company”) and Iconix Brand Group,
Inc. (“Iconix”) as of October 31, 2006.
W
I T N E S S E T H
WHEREAS,
Iconix has entered into an Agreement and Plan of Merger with the Company,
Giannulli and other parties thereto (the “Merger Agreement”)pursuant to which
the Company will merge with and into a subsidiary of Iconix (the
“Merger”);
WHEREAS,
Giannulli is the founder, majority stockholder and co-chief executive officer
of
the Company, and has unique expertise and prior experience in the operations
of
the Company and its related entities;
WHEREAS,
Iconix desires to retain the services of Giannulli to provide the consulting
services specified in this Agreement; and
WHEREAS,
Giannulli desires to provide consulting services for the benefit of Iconix
and
its related entities using his knowledge, skills, experience and
abilities.
NOW,
THEREFORE, in consideration of the mutual promises contained herein, and other
good and valuable consideration, the parties hereto agree as
follows:
ARTICLE
I - DEFINITIONS
A. Definitions.
Unless
otherwise specifically defined herein, all capitalized terms used herein shall
have the respective meanings ascribed to such terms in the Mossimo
Restated License Agreement dated as of March 31, 2006 by and between the
Company and Target Brands, Inc.(“Target”) (as the same may be amended or
supplemented from time to time, the “Target Agreement”) and the Mossimo
Transition Services Agreement dated as of March 31, 2006 by and between the
Company and Target Brands, Inc. (as the same may be amended or supplemented
from
time to time, the “Transition Agreement”).
ARTICLE
II - SERVICES TO BE PROVIDED
A. Nature
of Services.
Giannulli shall provide to Iconix and its related entities such advice and
suggestions, and perform such tasks and assignments as directed, orally or
in
writing, by Iconix, including but not limited to the areas of design and
marketing. Giannulli
will perform on a timely basis all services to be performed by him under, and
in
accordance with the Target Agreement and the Transition Agreement, and will
render his services in accordance with the scripts or other materials
(including, but not limited to, wardrobe suggestions) provided by Target
pursuant to the Target Agreement and under the Transition Agreement. Without
limiting the generality of the foregoing, Giannulli shall provide the services
of a creative director in connection with the Exclusive
Merchandise
including, but not limited to, (i) providing
advice regarding brand
concepts, positioning statements, themes, product
and trend direction,
recommendations as to trim, fabric, materials,
color,
marketing
and
packaging
and such other related services as Target
may
reasonably request; and (ii) attending and participating
in a
reasonable number of business meetings, internal Target meetings, planning
sessions, strategy meetings and any other meetings related to the planning,
development or promotion of the Exclusive Merchandise, regardless of location,
as requested by Target.
Giannulli
shall devote such of his time and efforts as is sufficient to permit him to
diligently and faithfully serve and endeavor to further the Company’s interests
in the Target Agreement, and the Transition Agreement to the best of his
ability. Giannulli shall not engage in any activity that could reasonably be
expected to allow Target to terminate the Target Agreement or the Transition
Agreement in accordance with their respective terms thereof.
B. Right
of Control.
Giannulli shall have control, but shall consult and collaborate with Iconix,
over the means, manner, methods and processes by which the services called
for
by this Agreement are performed, and shall take all reasonable steps necessary
or appropriate to assure that the services contemplated by this Agreement are
performed to the reasonable satisfaction of both Target and Iconix.
C. Non-exclusive
Services. Giannulli
may engage in such other consulting, business and/or commercial activities
as he
desires during the term of this Agreement, provided that such activities do
not
cause a violation of the terms and conditions of this Agreement or prevent
or
unreasonably interfere with the performance of Giannulli’s duties
hereunder.
ARTICLE
III - COMPENSATION FOR SERVICES
A. Royalty
Payments.
As
payment and consideration for the services to be provided and promises made
herein by Giannulli, Iconix agrees to pay Giannulli 20% of all royalties (the
“Royalty Payments”) earned during the term of this Agreement from sales,
licensing or other economic exploitation of merchandise, licenses, trademarks
or
other tangible or intangible property related to the Mossimo brand (the “Mossimo
Rights”); provided, however, that Giannulli will not be entitled to any
royalties or any other payments from or with respect to (i) the Target
Agreement or any amendments or extensions thereof and (ii) any agreement or
arrangement, written or oral, pursuant to which the Company’s trademarked goods
(including without limitation swimwear manufactured by Lunada Bay) are sold
by
or through Target and/or any affiliate thereof. Giannulli shall be entitled
to
receive a non-refundable draw, at the annual rate of $250,000 per year on a
monthly basis, against the Royalty Payments provided for herein. Such draws
of
$20,833.33 each shall be paid within the Iconix standard payroll policies and
periods, except that no withholding shall occur for taxes.
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B. Payment
of Royalty Payments. Iconix
will pay the Royalty Payments to Giannulli within 30 days of the end of each
fiscal quarter in respect of royalties received during such quarter. Iconix
shall cause the Company or any successor entity or assignee of the Mossimo
Rights to keep true and accurate books and records in respect of the Mossimo
Rights, and Giannulli or his agents shall have the right to inspect, audit
and
copy such records upon reasonable written notice to Iconix.
C. Reimbursement
of Authorized Expenses.
Iconix
agrees to reimburse Giannulli for all actual out-of-pocket expenses that are
(i) necessary for the performance of Giannulli’s services under this
Agreement and (ii) are approved by an officer of Iconix.
D. Travel
Arrangements.
If
Iconix requests or requires Giannulli to travel to provide services under this
Agreement, Giannulli will be provided, at Iconix’s expense, executive-level
accommodations and travel arrangements at least equivalent to those provided
to
senior executive officers of Iconix.
E. Tax
Obligations. Giannulli
understands and agrees that all compensation to which he is entitled under
the
Agreement shall be reported on an IRS Form 1099, and that he is solely
responsible for all income and/or other tax obligations, if any, including
but
not limited to all reporting and payment obligations, if any, which may arise
as
a consequence of any payment under this Agreement.
F. No
Benefits.
Giannulli understands and agrees that since he is not an employee of Iconix,
he
shall not be entitled to any of the benefits provided to employees of Iconix,
including, but not limited to, stock options, participation in retirement
benefit plans; holidays off with pay; vacation time off with pay; paid leaves
of
absence of any kind; and insurance coverage of any kind, specifically including,
but not limited to, medical and dental insurance, workers’ compensation
insurance and state disability insurance.
ARTICLE
IV - TERM AND TERMINATION
A. Effective
Date of Agreement. This
Agreement shall become effective starting on the first calendar day after its
is
dated and signed by both parties hereto.
B. Term
of Agreement. This
Agreement shall continue in full force and effect until January 31, 2010,
but shall be automatically renewed or extended each time the Target Agreement
is
renewed or extended, in each case to terminate on the date the Target Agreement
terminates. Notwithstanding the foregoing, this Agreement may be terminated
by
Iconix, upon 10 days’ written notice to Giannulli in the event (i) the
Target Agreement expires according to its terms or is terminated by Target
due
to a breach caused or committed by Giannulli, or for which Giannulli is
otherwise primarily responsible, prior to its scheduled termination or
expiration date or (ii) Giannulli is no longer, in the reasonable opinion
of Iconix following a written notice from Iconix describing with reasonable
specificity a perceived failure to perform duties under this Agreement and
providing a reasonable period of time, not to exceed 45 days, to cure such
failure, continuing to be in breach of his duties hereunder.
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ARTICLE
V - PROPRIETARY RIGHTS AND CONFIDENTIALITY
A. No
Impediments to Providing Consulting Services. Giannulli
represents that he is not party to any agreement with any prior employer,
individual or business entity, including any relating to protection of alleged
trade secrets or confidential business information, that would prevent him
from
providing the consulting services required under this Agreement or that would
be
violated by the providing of said consulting services.
B. Return
of Property.
Giannulli agrees not to remove any property of Iconix or its related entities
from their premises without express permission, and to return all such property,
including computer data, written materials provided to or obtained during the
term of this Agreement, customer and supplier address lists, and any other
items
of value at the time this Agreement is terminated.
C. Assignment
of Intellectual Property Rights.
1. DEFINITION
OF “INVENTIONS”. As used herein, the term “Inventions” shall mean all
inventions, discoveries, improvements, trade secrets, formulas, techniques,
data, programs, systems, specifications, documentation, algorithms, flow charts,
logic diagrams, source codes, processes, and other information, including
works-in-progress, whether or not subject to patent, trademark, copyright,
trade
secret, or mask work protection, and whether or not reduced to practice, which
are made, created, authored, conceived, or reduced to practice by Giannulli,
either alone or jointly with others, during the term of this Agreement which
(A) relate to the actual or anticipated business, activities, research, or
investigations of the Company or (B) result from or are suggested by work
performed by Giannulli for the Company (whether or not made or conceived during
normal working hours or on the premises of the Company), or (C) which
result, to any extent, from use of the Company’s premises or property. Company
recognizes that Giannulli has responsibilities to Modern Amusement, Inc.
(“Modern Amusement”) and disclaims any claim that items which would be
“Inventions” that are the result of such responsibilities are subject to this
Agreement or are “Inventions”.
2. WORK
FOR
HIRE. Giannulli expressly acknowledges that all copyrightable aspects of the
Inventions (as defined above) are to be considered “works made for hire” within
the meaning of the Copyright Act of 1976, as amended (the “Act”), and that the
Company is to be the “author” within the meaning of such Act for all purposes.
All such copyrightable works, as well as all copies of such works in whatever
medium, fixed or embodied, shall be owned exclusively by the Company as of
the
date of creation, and Giannulli hereby expressly disclaims any and all interest
in any of such copyrightable works and waives any right of DROIT MORALE or
similar rights.
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3. ASSIGNMENT.
Giannulli acknowledges and agrees that all Inventions constitute trade secrets
of the Company and shall be the sole property of the Company or any other entity
designated by the Company. In the event that title to any or all of the
Inventions, or any part or element thereof, may not, by operation of law, vest
in the Company, or such Inventions may be found as a matter of law not to be
“works made for hire” within the meaning of the Act, Giannulli hereby conveys
and irrevocably assigns to the Company, without further consideration, all
his
right, title and interest, throughout the universe and in perpetuity, in all
Inventions and all copies of them, in whatever medium, fixed or embodied, and
in
all written records, graphics, diagrams, notes, or reports relating thereto
in
Giannulli’s possession or under his control, including, with respect to any of
the foregoing, all rights of copyright, patent, trademark, trade secret, mask
work, and any and all other proprietary rights therein, the right to modify
and
create derivative works, the right to invoke the benefit of any priority under
any international convention, and all rights to register and renew
same.
4. PROPRIETARY
NOTICES, NO FILINGS, WAIVER OF MORAL RIGHTS. Giannulli acknowledges that all
Inventions shall, at the sole option of the Company, bear the Company’s patent,
copyright, trademark, trade secret, and mask work notices.
Giannulli
agrees not to file any patent, copyright, or trademark applications relating
to
any Invention, except with prior written consent of an authorized representative
of the Company (other than Giannulli).
Giannulli
hereby expressly disclaims any and all interest in any Inventions and waives
any
right of DROIT MORALE or similar rights, such as rights of integrity or the
right to be attributed as the creator of the Invention.
5. FURTHER
ASSURANCES. Giannulli agrees to assist the Company, or any party designated
by
the Company, promptly on the Company’s request, whether before or after the
termination of employment, however such termination may occur, in perfecting,
registering, maintaining, and enforcing, in all jurisdictions, the Company’s
rights in the Inventions by performing all acts and executing all documents
and
instruments deemed necessary or convenient by the Company, including, by way
of
illustration and not limitation:
5.1 Executing
assignments, applications, and other documents and instruments in connection
with (A) obtaining patents, copyrights, trademarks, mask works, or other
proprietary protections for the Inventions and (B) confirming the
assignment to the Company of all right, title and interest in the Inventions
or
otherwise establishing the Company’s exclusive ownership rights
therein.
5.2 Cooperating
in the prosecution of patent, copyright, trademark and mask work applications,
as well as in the enforcement of the Company’s rights in the Inventions,
including, but not limited to, testifying in court or before any patent,
copyright, trademark or mask work registry office or any other administrative
body.
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Giannulli
will be reimbursed for all out-of-pocket costs reasonably incurred in connection
with the foregoing. In addition, to the extent that, for whatever reason,
Giannulli’s technical expertise shall be required in connection with the
fulfillment of the aforementioned obligations, the Company will compensate
Giannulli at a reasonable rate for the time actually spent by Giannulli at
the
Company’s request rendering such assistance.
6. POWER
OF
ATTORNEY. Giannulli hereby irrevocably appoints the Company to be his
Attorney-In-Fact to execute any document and to take any action in his name
and
on his behalf and to generally use his name for the purpose of giving to the
Company the full benefit of the assignment provisions set forth
above.
7. DISCLOSURE
OF INVENTIONS. Giannulli will make full and prompt disclosure to the Company
of
all inventions subject to assignment to the Company, and all information
relating thereto in Giannulli’s possession or under his control as to possible
applications and use thereof.
D. CONFIDENTIAL
INFORMATION.
1. CONFIDENTIALITY.
Giannulli acknowledges that during prior periods of employment with the Company,
and in performing duties hereunder, he has occupied and will continue to occupy
a position of trust and confidence. Giannulli shall not, except as may be
required to perform his duties hereunder or as required by applicable law,
without limitation in time or until such information shall have become public
other than by Giannulli’s unauthorized disclosure, disclose to others or use,
whether directly or indirectly, any Confidential Information regarding the
Company. “Confidential Information” shall mean information about the Company,
its subsidiaries and affiliates and their respective clients and customers
that
is not disclosed by the Company for financial reporting purposes and that was
learned by Giannulli in the course of his prior employment by the Company or
his
services pursuant to this Agreement, including (without limitation) any
proprietary knowledge, trade secrets, data, formulae, information and client
and
customer lists and all papers, resumes, and records (including computer records)
of the documents containing such Confidential Information. Giannulli
acknowledges that such Confidential Information is specialized, unique in nature
and of great value to the Company, and that such information gives the Company
a
competitive advantage. The Giannulli agrees to (i) deliver or return to the
Company, at the Company’s request at any time or upon termination or expiration
of this Agreement or as soon thereafter as possible, (A) all documents,
computer tapes and disks, records, lists, data, drawings, prints, notes and
written information (and all copies thereof) furnished by the Company or
prepared by the Giannulli during the term of this Agreement and (B) all
notebooks and other data relating to research or experiments or other work
conducted by Giannulli in performing duties hereunder or any Inventions made,
created, authored, conceived, or reduced to practice by Giannulli, either alone
or jointly with others, and (ii) make full disclosure relating to any
Inventions.
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2. NON-SOLICITATION
OF CUSTOMERS AND SUPPLIERS. During the term of this Agreement and for two (2)
years thereafter, Giannulli shall not, directly or indirectly, influence or
attempt to influence customers or suppliers of the Company or any of its
subsidiaries or affiliates, to divert their business to any competitor of the
Company. It is expressly agreed that attempting to induce customers or suppliers
to do business with Modern Amusement or any other business in which Giannulli
has an interest as owner, officer, director, advisor, lender or any similar
capacity shall not violate this Agreement unless such attempt is demonstrably
designed to induce a material reduction in or loss of such person’s business
activity with Company.
3. NON-SOLICITATION
OF EMPLOYEES. Giannulli recognizes that he possesses and will possess
confidential information about other employees of the Company relating to their
education, experience, skills, abilities, compensation and benefits, and
inter-personal relationships with customers of the Company. Giannulli recognizes
that the information he possesses and will possess about these other employees
is not generally known, is of substantial value to the Company in developing
its
business and in securing and retaining customers, and has been and will be
acquired by him because of his business position with the Company. Giannulli
agrees that, during the term of this Agreement and for the two (2) years
thereafter, he will not, directly or indirectly, solicit or recruit any employee
of the Company for the purpose of being employed by him or by any competitor
of
the Company on whose behalf he is acting as an agent, representative or employee
and that he will not convey any such confidential information or trade secrets
about other employees of the Company to any other person, except to the extent
the employee has been advised by the Company his or her duties or position
with
the Company will be materially reduced, modified in a manner adverse to the
employee, or eliminated.
ARTICLE
VI - MISCELLANEOUS PROVISIONS
A. Independent
Contractor Status.
Giannulli understands and agrees that he is an independent contractor and not
an
employee of Iconix and that he shall not become an employee of Iconix by virtue
of the performance of the services called for under this Agreement.
B. Office
Space.
Giannulli understands and agrees that he will not be required to spend time
on
or at the premises of Iconix and/or its related entities in providing the
consulting services under this Agreement; provided, however, that for so long
as
Iconix or an affiliated entity maintains an office in Southern California,
Giannulli shall have the opportunity to use such offices and have access to
telephone, facsimile and Internet services there.
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C. Subconsultants
and Other Contractors.
In order
to perform the consulting services under this Agreement, Giannulli may, from
time to time, be required to engage the services of subconsultants, vendors
or
other contractors. However,
Giannulli is not authorized to engage the services of such subconsultants,
vendors or other contractors on behalf of Iconix or its related entities, unless
he has obtained prior written authorization from Iconix to do so in advance.
To
the extent such advance authorization has been obtained, the parties shall
consult in
good
faith with each other regarding (i) compensation of such subconsultants,
vendors and/or other contractors for the performance of agreed upon services;
and (ii) which party shall pay such agreed upon compensation.
▇. ▇▇▇▇▇▇▇▇▇’▇
Employees.
To the
extent Giannulli has any employees as of the date he signs this Agreement,
Giannulli understands and agrees that all such employees shall be his employees
only, and that Iconix shall not be an employer of the employees. Iconix shall
have no responsibility for providing and shall not provide directions,
instructions or supervision to any of Giannulli’s employees. Only Giannulli
shall provide such directions, instructions and supervision. In addition, all
decisions with respect to the employment of Giannulli’s employees, if any, shall
be made solely and exclusively by Giannulli. Iconix shall have no responsibility
for or input into such decisions.
E. No
Purchases. Giannulli
shall not purchase or make any commitment to purchase materials or supplies
for
the accounts of Iconix or its related entities, or otherwise hold himself out
as
being authorized to make purchases for which Iconix or its related entities
would be billed directly by the seller of the materials or supplies, unless
such
purchase is authorized by Iconix in advance in writing.
F. Compliance
with Governmental Requirements.
Giannulli will maintain in force and/or secure all required licenses, permits,
certificates and exemptions necessary for the performance of his services under
this Agreement, and at all times shall comply with all applicable federal,
state
and local laws, regulations and orders.
G. Indemnification.
Giannulli shall indemnify, defend and hold Iconix and its related entities,
and
the directors, officers, agents, representatives and employees of all such
entities, harmless from and against any and all liabilities, losses, damages,
costs, expenses, causes of action, claims, suits, legal proceedings and similar
matters, including without limitation reasonable attorneys’ fees, resulting from
or arising out of or in connection with any performance, or failure of
performance, of Giannulli or any of his employees related to Giannulli’s
obligations hereunder. If any cause of action, claim, suit or other legal
proceeding is brought against Giannulli in connection with any services rendered
under this Agreement, Giannulli shall promptly notify Iconix upon learning
of
any such proceeding.
Iconix
shall indemnify and hold Giannulli and his agents, employees, representatives
and heirs, harmless from and against any and all liabilities, losses, damages,
costs, expenses, causes of action, claims, suits, legal proceedings and similar
matters, including without limitation reasonable attorneys’ fees, resulting from
or arising out of the performance of any act specifically requested or
authorized by Iconix in connection with this Agreement. This promise does not
apply to any actions arising out of or in connection with Giannulli’s operation
of any motor vehicle. If any cause of action, claim, suit or other legal
proceeding is brought against Iconix in connection with any services provided
by
Giannulli under this Agreement, Iconix shall promptly notify Giannulli upon
learning of any such proceeding.
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H. Notices.
Any
notice, request, demand, waiver, consent, approval or other communication which
is required or permitted hereunder shall be in writing and shall be deemed
given
(a) on the date established by the sender as having been delivered
personally; (b) on the date delivered by a private courier as established
by the sender by evidence obtained from the courier; (c) on the date sent
by facsimile, with confirmation of transmission, if sent during normal business
hours of the recipient, if not, then on the next business day; or (d) on
the fifth day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications, to be valid, must
be
addressed as follows:
If
to
Iconix, to:
▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇▇▇▇, CEO
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
With
a
copy to:
Blank
Rome LLP
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to the
Company:
Mossimo,
Inc.
▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
With
a
copy to:
Paul,
Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
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If
to
Giannulli:
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
c/o
Mossimo, Inc.
▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
With
a
copy to:
Paul,
Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
I. Waiver.
No
purported waiver by either party hereto of any provision of this Agreement
or of
any breach thereof shall be deemed a waiver of such provision or breach unless
such waiver is in writing signed by the party making such waiver. No such waiver
shall be deemed to be a subsequent waiver of such provision or waiver of any
subsequent breach of the same or any other provision hereof.
J. Severability.
The
provisions of this Agreement are severable, and if any part of it is found
to be
unenforceable, the other paragraphs shall remain fully valid and
enforceable.
K. Sole
and Entire Agreement.
This
Agreement sets for the entire agreement between the parties hereto pertaining
to
the subject matter hereof, and fully supersedes any and all prior agreements
or
understandings between the parties hereto, whether written or oral, pertaining
to the subject matter hereof. No change in, modification of, or addition,
amendment or supplement to this Agreement shall be valid unless set forth in
writing and signed and dated by each of the parties hereto subsequent to the
execution of this Agreement.
L. Specific
Performance. Giannulli
acknowledges that damages would be an inadequate remedy for any breach by
Giannulli of the provisions of this Agreement. Accordingly, Giannulli agrees
that his obligations hereunder shall be specifically enforceable and shall
not
take any action to impede Iconix from seeking to enforce such right of specific
performance.
M. Governing
Law.
This
Agreement shall be governed by and interpreted and enforced in accordance with
the laws of the State of New York, without giving effect to any choice of
law or conflict of laws rules or provisions (whether of the State of
New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF,
this
Agreement has been executed and delivered by the parties hereto on the date
first above written.
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By:
/s/
▇▇▇▇
▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇
Title:
President and CEO
Address: ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
MOSSIMO,
INC.
By:
/s/
▇▇▇▇▇
▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇
Title:
Co-Chief Executive Officer
Address:
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Address:
c/o Mossimo, Inc.
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