Amendment No. 1 to Stockholders' Agreement among Aeropostale, Inc., Bear Stearns MB 1998-1999 Pre-Fund, LLC, and Julian R. Geiger

Summary

This amendment updates the Stockholders' Agreement originally signed on August 3, 1998, among Aeropostale, Inc., Bear Stearns MB 1998-1999 Pre-Fund, LLC, and Julian R. Geiger. The amendment clarifies definitions related to founders and founder shares, limits certain registration rights during the company's initial public offering (IPO) to holders of founder shares, and waives the requirement for notice regarding the IPO. The amendment is effective as of April 23, 2002, and is binding on the parties who signed it.

EX-10.16 6 y57903a1ex10-16.txt AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT Exhibit 10.16 AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT This Amendment No. 1 to Stockholders' Agreement (this "Amendment") is entered into as of April 23, 2002 by and among Aeropostale, Inc., f/k/a MSS-Delaware, Inc., a Delaware corporation (the "Company"), Bear Stearns MB 1998-1999 Pre-Fund, LLC, a Delaware limited liability company and successor-in-interest to MSS Acquisition Corp. II, a Delaware corporation ("Bear Stearns"), and Julian R. Geiger (the "Majority Management Holder"). WHEREAS, the Company, Bear Stearns, Federated Specialty Stores, Inc., a Delaware corporation, David R. Geltzer, John S. Mills and the Majority Management Holder entered into a certain Stockholders' Agreement, dated as of August 3, 1998 (the "Stockholders' Agreement"), pursuant to which the Company granted certain registration rights to the parties with respect to shares of the Company's common stock; WHEREAS, the Company has determined that it is in the best interests of all of its stockholders to consummate the initial public offering of its common stock and in order to do so, to amend certain registration rights contained in the Stockholders' Agreement as provided herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company, Bear Stearns and the Majority Management Holder hereby agree as follows: 1. Amendments to Section 1. The provisions of Section 1 of the Stockholders' Agreement are hereby amended by adding the following definitions (with each new definition being placed alphabetically among the existing definitions contained in Section 1): "Founder" shall mean each of the Bear Stearns MB 1998-1999 Pre-Fund, LLC, Julian R. Geiger, David R. Geltzer and John. S. Mills. "Founder Shares" means Registrable Securities held by a Founder or by a Person who obtained such Registrable Securities from a Founder pursuant to an Exempt Transfer. "IPO" means the Company's initial Qualified Public Offering. 2. Amendments to Section 4.1.1. The provisions of Section 4.1.1 of the Stockholders' Agreement are hereby amended by inserting the following proviso and the end of the first sentence of such Section, before the period: "provided, however, that in the case of the Company's IPO, only Stockholders holding Founder Shares shall have the rights set forth in this Section 4.1.1" 3. Waiver of Notification. Each Stockholder (as defined in the Stockholders' Agreement) shall be deemed to have waived any notice required by Section 4.1.1 of the Stockholders' Agreement with respect to the IPO (as defined in the Stockholders' Agreement, as amended hereby). 4. Miscellaneous. ------------- (a) This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. (b) This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not effect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first above written. AEROPOSTALE, INC. By:/s/ John S. Mills -------------------------- Name: John S. Mills Title:President, COO BEAR STEARNS MB 1998-1999 PRE-FUND, LLC By:/s/ Mark Lehman -------------------------- Name:Mark Lehman Title: /s/ Julian R. Geiger ----------------------------- Julian R. Geiger 2