Exhibit 10.19
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made as of this 1st day of
September, 1999, by and among iTurf Inc., a Delaware corporation (the
"Company"), and the persons set forth on the signature pages hereto (each a
"Seller" and collectively, the "Sellers").
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company is acquiring T@▇▇▇▇▇▇▇.▇▇▇, Inc., a New Jersey
corporation ("Taponline"), through the merger (the "Merger") of a wholly owned
subsidiary of the Company ("Merger Sub") with and into Taponline, pursuant to
which the Sellers are acquiring shares of iTurf's Class A common stock, par
value $.01 per share (the "Shares") upon the terms and conditions set forth in
the Merger Agreement (the "Merger Agreement"), dated as of August 9, 1999 by and
among the Company, Merger Sub, Taponline, MarketSource Corporation and the
Sellers; and
WHEREAS, pursuant to the Merger Agreement, the Company wishes to grant
certain registration rights to the Sellers with respect to the Shares as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:
1. DEFINITIONS. For purposes of this Agreement:
(a) "Common Stock" means the Class A common stock, par value $.01 per
share, of the Company.
(b) "Closing" means the closing of the Merger pursuant to the Merger
Agreement.
(c) "Dispose of" means to (x) offer, sell, pledge, hypothecate or
otherwise dispose of Shares or (y) establish or increase any "put equivalent
position" (as defined in Rule 16a-1(h) under the Exchange Act) with respect to
Shares.
(d) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(e) Holder" means any Person owning or having the right to acquire
Registrable Securities or any assignee thereof in accordance with Section 8.
(f) "Person" means any individual, partnership, limited liability
company, joint venture, corporation, association, trust or any other entity or
organization.
(g) "Register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.
(h) "Registrable Securities" means all of the unregistered shares of
Common Stock issuable to and acquired by the Sellers pursuant to the Merger
Agreement and any shares of Common Stock issued or issuable with respect to any
such shares of Common Stock by way of stock dividend or stock split, or in
connection with a combination of shares, recapitalization, merger,
consolidation, or other reorganization or otherwise; PROVIDED, HOWEVER, that any
Registrable Securities sold by a Holder in a transaction in which such Holder's
rights under this Agreement are not assigned pursuant to Section 8 below shall
cease to be Registrable Securities from and after the time of such sale.
(i) "SEC" means the Securities and Exchange Commission.
(j) "Securities Act" means the Securities Act of 1933, as amended.
(k) "Sellers" means all of the persons other than iTurf Inc. whose
names are set forth on the signature pages hereto.
(l) "Violation" means any of the following statements, omissions or
violations: (i) any untrue statement or alleged untrue statement of a material
fact contained in a registration statement under this Agreement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto or any documents filed under state securities or "blue
sky" laws in connection therewith, (ii) the omission or alleged omission to
state in any of the foregoing a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act, any
other federal, state or common law or any rule or regulation promulgated under
the Securities Act, the Exchange Act or any state securities law.
2. REGISTRATION.
(a) The Company shall prepare and, on or prior to the earlier of (i)
December 15, 1999 and (ii) the second trading day following the first public
release of the Company's results of operations for the quarter ending October
31, 1999 (the "Registration Date"), file with the SEC one or more Registration
Statements on Form S-1 (or if Form S-1 is not then available, on such form of
registration statement as is then available to effect a registration of the
Registrable Securities) and pursuant to Rule 415 covering the resale from time
to time by the holders thereof of all Registrable Securities issued or issuable
pursuant to the Merger Agreement; PROVIDED, HOWEVER, that if prior to the
Company's filing of a registration statement pursuant to this Section 2(a), the
Sellers collectively have Disposed of, or the Company shall
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have registered, more than 90% of the Registrable Securities, the Company's
obligations under this Section 2(a) shall cease. The Company shall use its best
commercial efforts to cause any Registration Statement filed pursuant to this
Section 2(a) to become effective on or prior to the Registration Date and remain
effective for 24 months thereafter.
(b) Notwithstanding Section 2(a) above, if the Company shall furnish to
Holders requesting a registration statement pursuant to this Section 2, a
certificate signed by a senior officer of the Company stating that in the good
faith judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its stockholders for such registration statement
to be filed by reason of a material pending transaction and it is therefore
essential to defer the filing of such registration statement, the Company shall
have the right to defer such filing for a period of not more than one hundred
twenty (120) days; PROVIDED, HOWEVER, that the Company during such deferment may
not file a registration statement for securities to be issued and sold for its
own account or that of other stockholders.
(c) If (but without any obligation to do so) at any time the Company
proposes to register (including for this purpose a registration effected by the
Company for stockholders other than the Holders) any of its stock or other
securities under the Securities Act in connection with a public offering
(whether for the account of the Company or for selling stockholders) of such
securities solely for cash (other than a registration on Form S-8 relating
solely to the sale of securities to participants in a Company stock plan or to
other compensatory arrangements to the extent includible on Form S-8, or a
registration on Form S-1), the Company shall, at such time, promptly give each
Holder written notice of such registration. Upon the written request of each
Holder given within ten (10) days after receipt by such Holder of such notice by
the Company in accordance with Section 14, the Company shall, subject to Section
2(d), use its best commercial efforts to cause to be registered under the
Securities Act that number of Registrable Securities that each such Holder has
requested to be registered. The Company shall have no obligation under this
Section 2(c) to make any offering of its securities, or to complete an offering
of its securities that it proposes to make, and shall incur no liability to any
Holder for its failure to do so. No registration effected under this Section
2(c) shall relieve the Company of any of its obligations to effect registrations
upon request under Section 2(a). Notwithstanding anything herein to the
contrary, following the first anniversary of the Closing, "Holders" for purposes
of this Section 2(c) shall be limited to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ Grantor Trust u/t/a/d January 1, 1995 and the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Grantor
Trust u/t/a/d January 1, 1995.
(d) In connection with any offering involving an underwriting of shares
being issued by the Company, the Company shall not be required under Section
2(c) to include any Holder's securities in such underwriting unless such Holder
accepts the terms of the underwriting as agreed upon between the Company and the
underwriters selected by the Company, and then only in such quantity as will
not, in the opinion of the underwriters, jeopardize the success of the offering
by the Company; PROVIDED, HOWEVER, that (i) no Holder participating in such
underwriting shall be required to make any representations, warranties or
indemnities except as
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they relate to such Holder's ownership of shares and authority to enter into the
underwriting agreement and such Holder's intended method of distribution, and
(ii) the liability of such Holder shall be limited to an amount equal to the net
proceeds from the offering received by such Holder. Notwithstanding any other
provision of this Agreement, if the managing underwriter or underwriters
determine(s) in good faith that marketing factors require a limitation of the
number of securities to be underwritten, then the managing underwriter(s) may
exclude securities (including Registrable Securities) from the registration and
the underwriting, and the number of securities that may be included in the
registration and the underwriting shall be allocated, first, to the Company,
second to ▇▇▇▇▇*s Inc. and third to any other holders of securities of the
Company entitled to inclusion in such registration (including the Sellers) on a
pro rata basis based upon the number of shares of Common Stock proposed to be
offered. Notwithstanding any provision in this Agreement, no Holder shall be
entitled to include its Registrable Securities in any underwritten public
offering pursuant to Section 2(c) to the extent that a portion of the profit
realized by it upon the sale of such securities would be deemed to inure to the
Company under Section 16(b) of the Securities Exchange Act of 1934, as amended.
3. OBLIGATIONS OF THE COMPANY. Whenever required under this Agreement
to effect the registration of any Registrable Securities, the Company shall use
its best commercial efforts to:
(a) Furnish (at no cost) to the Holders such number of copies of any
registration statement and of each amendment and supplement thereto filed with
the SEC, such number of copies of the prospectus contained in such registration
statement (including each preliminary prospectus and any summary prospectus) and
any other prospectus filed under Rule 424 under the Securities Act, in
conformity with the requirements of the Securities Act, and such other documents
incorporated by reference in the registration statement and such other documents
as Holders may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.
(b) Register and qualify the securities covered by such registration
statement under such other securities or "blue sky" laws of such states or U.S.
jurisdictions as shall be reasonably requested by the Holders and do any and all
other acts and things which may be reasonably necessary to enable each
participating Holder to consummate the disposition of the Registrable Securities
owned by it in such jurisdiction; PROVIDED that the Company shall not be
required in connection therewith or as a condition thereto (i) to qualify to do
business in any state or jurisdiction where it would not otherwise be required
to qualify but for the requirements of this clause (d), or (ii) to file a
general consent to service of process in any such state or jurisdiction.
(c) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in
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such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing and if it is necessary to amend or supplement such
prospectus to comply with law, and at the request of any other Holder, prepare
and furnish, at no cost, to such Holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of Shares of Common Stock, such
prospectus shall not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances then existing, not
misleading and so that such prospectus, as amended or supplemented, will comply
with law.
(d) Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to any such registration statement
and the prospectus used in connection therewith as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
(e) Promptly notify each selling Holder of Registrable Securities
covered by such registration statement: (i) when such registration statement or
any post-effective amendment to the registration statement has been declared
effective by the SEC, (ii) of any request by the SEC for amendments or
supplements to such registration statement or prospectus or for additional
information; and (ii) of the receipt by the Company of any notification from any
public board or body with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for that purpose.
(f) Promptly notify each selling Holder of Registrable Securities of
the issuance of any stop order suspending the effectiveness of the registration
statement or the initiation of any proceedings for that purpose and the Company
shall use its reasonable best efforts to prevent the issuance of any stop order,
or if any order is issued, to obtain the withdrawal thereof.
(g) Take all actions necessary to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities and the transfer thereof upon resale by the Holder of
such Registrable Securities in accordance with the applicable prospectus.
(h) Cause all Registrable Securities registered pursuant hereto on a
Registration Statement for resale by a Holder to be listed on each securities
exchange or included for trading in such automated quotation system on or in
which the shares of Common Stock are then listed or included.
(i) Otherwise use its best commercial efforts in its performance of its
obligations hereunder to comply with all applicable rules and regulations of the
SEC and of state securities commissions and any stock exchange or automated
quotation system.
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4. HOLDER SHALL FURNISH INFORMATION. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Agreement
with respect to the Registrable Securities of any Holder that such Holder shall
furnish to the Company such information regarding himself, herself or itself,
the Registrable Securities held by him, her or it, and the intended method of
disposition of such securities as shall be required to effect the registration
of such Holder's Registrable Securities.
5. EXPENSES OF REGISTRATION. The Company shall bear and pay all
expenses incurred by it in connection with any registration, filing or
qualification of Registrable Securities with respect to the registration of
Registrable Securities, including without limitation all registration, filing
and qualification fees, printers' and accounting fees relating or apportionable
thereto, but excluding underwriting discounts and commissions relating to
Registrable Securities and expenses (including legal fees and expenses) incurred
by the selling stockholders.
6. INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under this Agreement:
(a) The Company will indemnify and hold harmless each Holder and, if
such Holder is a natural person, his or her heirs, personal representatives and
assigns, or if such Holder is a corporation, such Holder's directors, officers,
stockholders, employees and affiliates, and any underwriter (as defined in the
Securities Act) for such Holder and each Person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act against any losses, claims, damages or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon a
Violation; PROVIDED, HOWEVER, that the indemnity agreement contained in this
Section 6(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case to a particular indemnified party
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such indemnified party.
(b) Each selling Holder will indemnify and hold harmless the Company,
each of its directors, officers, stockholders, employees and affiliates, any
underwriter (as defined in the Securities Act) for the Company, any other Holder
selling securities in such registration statement and each Person, if any, who
controls such underwriter or other Holder against any losses, claims, damages or
liabilities (joint or several) to which any of the foregoing Persons may become
subject, under the Securities Act, the Exchange Act or other federal or state
law, insofar as, and only to the extent that, such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by or on behalf of such Holder expressly for use in connection with
such
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registration; PROVIDED, HOWEVER, that the indemnity agreement contained in this
Section 6(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld.
(c) Promptly after receipt by an indemnified party under this Section
6 of written notice of the commencement of any action (including any
governmental action) involving a claim referred to in Section 6(a) or 6(b) of
this Agreement, such indemnified party will, if a claim in respect thereof is to
be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties. Notwithstanding the foregoing, any indemnified
party shall have the right to retain its own counsel in any such action, but the
fees and disbursements of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party shall have failed, within a
reasonable time after having been notified of the existence of such action, to
assume the defense of such action, or shall have failed to defend diligently
such action in accordance with the foregoing; (ii) the indemnifying party and
such indemnified party shall have mutually agreed to the retention of such
counsel; or (iii) the representation of such indemnified party and the
indemnifying party by the counsel retained by the indemnifying party would be
inappropriate due to a conflict of interest between them. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the indemnified party under this Section 6 except if, and only to
the extent that, the indemnifying party is actually prejudiced thereby; and such
failure to deliver written notice to the indemnifying party will not relieve it
of any liability that it may have to any indemnified party otherwise than under
this Section 6. The indemnifying party will not, without the prior written
consent of each indemnified party, settle or compromise or consent to the entry
of any judgment in any pending or threatened claim, action, suit or proceeding
in respect of which indemnification may be sought hereunder (whether or not such
indemnified party or any person who controls such indemnified party is a party
to such claim, action, suit or proceeding), unless such settlement, compromise
or consent includes an unconditional release of such indemnified party from all
liability arising out of such claim, action suit or proceeding and such
settlement, compromise or consent involves only the payment of money and such
money is actually paid by the indemnifying party. Whether or not the defense of
any claim or action is assumed by the indemnifying party, such indemnifying
party will not be subject to any liability for any settlement made without its
consent, which consent will not be unreasonably withheld.
(d) The obligations of the Company and Holders under this Section 6
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement and otherwise.
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(e) Any indemnity agreements contained herein shall be in addition to
any other rights to indemnification or contribution which any indemnified party
may have pursuant to law or contract and shall remain operative and in full
force and effect regardless of any investigation made or omitted by or on behalf
of any indemnified party.
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(f) If for any reason the foregoing indemnity is unavailable or
insufficient in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law or provides a lesser sum to
the indemnified party than the amount hereinafter calculated, in such proportion
as is appropriate to reflect not only the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other but
also the relative fault of the indemnifying party and the indemnified party as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by or on behalf of the
indemnifying party or the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. Notwithstanding anything to the contrary in this Section 6,
no Holder shall be required, pursuant to this Section 6, to contribute any
amount in excess of the net proceeds received by such indemnifying party from
the sale of Shares of Common Stock in the offering to which the losses, claims,
damages, liabilities or expenses of the indemnified party relate.
7. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to
the Holders the benefits of Rule 144 under the Securities Act and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration or pursuant to a registration
statement on Form S-1, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times after
the effective date of the first registration statement filed by the Company for
the offering of its securities to the general public;
(b) take such action as is necessary to enable the Holders to utilize a
registration statement on Form S-1 for the sale of their Registrable Securities;
(c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and
(d) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144 under the Securities
Act (at any time after the effective date of the first registration statement
filed by the Company) and the Securities Act and Exchange
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Act (at any time after it has become subject to such reporting requirements) or
that it qualifies as a registrant whose securities may be resold pursuant to a
registration statement on Form S-1 (at any time it so qualifies), (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or
pursuant to such form.
8. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
to register Registrable Securities pursuant to this Agreement may be assigned in
whole or in part by a Holder to one or more of its partners, employees or
affiliates or to one or more transferees or assignees of Registrable Securities
(or securities exchangeable into Registrable Securities) acquired by the Holder,
provided that such transferee or assignee delivers to the Company a written
instrument by which such transferee or assignee agrees to be bound by the
obligations imposed on Holders under this Agreement to the same extent as if
such transferee or assignee was a party hereto.
9. AMENDMENT; WAIVER. Any provision of this Agreement may be amended
only with the written consent of the Company and each of the Holders and the
observance of any provision of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively) only with
the written consent of the party to be charged. Any amendment or waiver effected
in accordance with this Section 9 shall be binding upon each Holder of
Registrable Securities at the time outstanding, each future Holder of all such
securities, and the Company.
10. CHANGES IN REGISTRABLE SECURITIES. If, and as often as, there are
any changes in the Registrable Securities, by way of stock split, stock
dividend, combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions of this Agreement, as may be
required, so that the rights and privileges granted hereby shall continue with
respect to the Registrable Securities as so changed. Without limiting the
generality of the foregoing, the Company will require any successor by merger or
consolidation to assume and agree to be bound by the terms of this Agreement, as
a condition to any such merger or consolidation.
11. ENTIRE AGREEMENT. This Agreement (together with the Merger
Agreement) constitutes the full and entire understanding and agreement among the
parties with regard to the subject matter hereof. Nothing in this Agreement,
express or implied, is intended to confer upon any Person, other than the
parties hereto and their respective successors and assigns, any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided herein.
12. GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of New York.
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13. SUCCESSORS AND ASSIGNS. The provisions hereof shall inure to the
benefit of, and be binding upon, the successors, permitted assigns (as provided
in Section 8), heirs, executors and administrators of the parties hereto.
14. NOTICES. All notices and other communications provided for herein
shall be dated and in writing and shall be deemed to have been duly given (i) on
the date of delivery, if delivered personally or by telecopier, receipt
confirmed, (ii) on the second following business day, if delivered by a
recognized overnight courier service, or (iii) seven days after mailing, if sent
by registered or certified mail, return receipt requested, postage prepaid, in
each case, to the party to whom it is directed at the following address (or at
such other address as any party hereto shall hereafter specify by notice in
writing to the other parties hereto):
(i) If to the Company, to it at the following address:
iTurf Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
(ii) If to a Seller, to it at the address for such Seller set forth
on the signature pages hereto.
15. SEVERABILITY. Any invalidity, illegality or limitation on the
enforceability of this Agreement or any part thereof, by any party, whether
arising by reason of the law of the respective party's domicile or otherwise,
shall in no way affect or impair the validity, legality or enforceability of
this Agreement with respect to the other party. If any provision of this
Agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
16. TITLES AND SUBTITLES. The titles of the Sections of this Agreement
are for convenience of reference only and are not to be considered in construing
this Agreement.
17. DELAYS OR OMISSIONS; REMEDIES CUMULATIVE. It is agreed that no
delay or omission to exercise any right, power or remedy accruing to the
parties, upon any breach or default of the Company under this Agreement, shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach or default, or any acquiescence therein, or of any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent
or approval of any kind or character by a party of any breach or default under
this Agreement, or any waiver by a party of any provisions or conditions of this
Agreement must be in writing and shall be effective
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only to the extent specifically set forth in writing and that all remedies,
either under this Agreement, or by law or otherwise afforded to a party, shall
be cumulative and not alternative.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year first above written.
ITURF INC.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee of
the ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Grantor
Trust u/t/a/d January 1, 1995
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee of
the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Grantor
Trust u/t/a/d January 1, 1995
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/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Attorney-
in-Fact for each of the following
individuals:
▇▇▇▇▇ ▇▇▇▇▇▇▇
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14
