G-III Leather Fashions, Inc.
512 Seventh Avenue
New York, New York 10018
May 7, 2008
Sammy Aaron
Andrew Reid
Lee Lipton
c/o G-III Apparel Group, Ltd.
512 Seventh Avenue
New York, NY 10018
Re: Stock Purchase Agreement
Dear Sammy, Andrew and Lee:
Reference is made to the Stock Purchase Agreement (the “SPA”), dated July 11, 2005, as amended January 30, 2007 (the “Amendment”), by and among the Marvin Richards Shareholders, the CK Members and the Fabio Selling Members (collectively, the “Sellers”), Sammy Aaron, as Sellers’ Representative, G-III Leather Fashions, Inc. and G-III Apparel Group, Ltd. All capitalized terms not otherwise defined herein shall have the meanings given to them in the SPA.
This letter agreement, when executed by each of you, shall constitute our agreement that, effective February 1, 2008, the Amendment shall be of no further force and effect and that the SPA, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, without giving effect to the Amendment.
This letter agreement may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission, or in “PDF” format circulated by electronic means, shall be deemed to be an original signature hereto.
Sammy Aaron
Andrew Reid
Lee Lipton
May 7, 2008
Page 2
If the foregoing accurately sets forth our agreement, please execute this letter and return it to the undersigned.
| | | Very truly yours, |
| | |
G-III LEATHER FASHIONS, INC.
|
| | | | By: |
/s/ Wayne Miller
|
| | | | | Name: Wayne Miller |
| | | | | Title: Chief Operating Officer |
| | |
G-III APPAREL GROUP, LTD.
|
| | | | By: |
/s/ Wayne Miller
|
| | | | | Name: Wayne Miller |
| | | | | Title: Chief Operating Officer |
Accepted and agreed to: | | | |
/s/ Sammy Aaron
| | | |
SAMMY AARON | | | |
/s/ Andrew Reid
| | | |
ANDREW REID | | | |
/s/ Lee Lipton
| | | |
LEE LIPTON | | | |
/s/ Sammy Aaron
| | | |
SAMMY AARON, as Sellers’ Representative | | | |
