AGREEMENT AND PLAN OF MERGER by and among FELDENKREIS HOLDINGS LLC, GF MERGER SUB, INC. and PERRY ELLIS INTERNATIONAL, INC. _________________________ Dated as of June 15, 2018Agreement and Plan of Merger • June 20th, 2018 • Feldenkreis George • Men's & boys' furnishgs, work clothg, & allied garments • Florida
AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2018 (this “Agreement”), by and among Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), GF Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Perry Ellis International, Inc., a Florida corporation (the “Company”).
June 15, 2018 To: Feldenkreis Holdings LLC Gentlemen:Feldenkreis George • June 20th, 2018 • Men's & boys' furnishgs, work clothg, & allied garments • Florida
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Agreement”), among Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), GF Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Perry Ellis International, Inc., a Florida corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
LIMITED GUARANTEELimited Guarantee • June 20th, 2018 • Feldenkreis George • Men's & boys' furnishgs, work clothg, & allied garments
THIS LIMITED GUARANTEE (“Guarantee”) made as of June 15, 2018, by George Feldenkreis, individually (“Guarantor”), in favor of Perry Ellis International, Inc., a Florida corporation (the “Company”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 20th, 2018 • Feldenkreis George • Men's & boys' furnishgs, work clothg, & allied garments • New York
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is effective as of June 15, 2018 and is by and between Perry Ellis International, Inc., a Florida corporation (the “Company”) and George Feldenkreis, individually (the “Pledgor”).
VOTING AGREEMENTVoting Agreement • June 20th, 2018 • Feldenkreis George • Men's & boys' furnishgs, work clothg, & allied garments • Florida
This VOTING AGREEMENT (this “Agreement”), is dated as of June 15, 2018, by and among FELDENKREIS HOLDINGS LLC, a Delaware limited liability company (“Parent”), PERRY ELLIS INTERNATIONAL, INC., a Florida corporation (the “Company”), and the individuals and entities listed on Annex A (collectively, “Shareholder”).
Joinder to JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • June 20th, 2018 • Feldenkreis George • Men's & boys' furnishgs, work clothg, & allied garments
This JOINDER (the “Joinder”) is dated as of June 19, 2018 by and among George Feldenkreis, Feldenkreis Family Foundation, Inc., Mary Ellen Kanoff, Scott A. LaPorta and Matthew McEvoy (collectively, the “Existing Members”) and Oscar Feldenkreis, Fanny Hanono, Feldenkreis Holdings LLC and GF Merger Sub, Inc. (collectively, the “New Members”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 8th, 2017 • Feldenkreis George • Men's & boys' furnishgs, work clothg, & allied garments
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Perry Ellis International, Inc., a Florida corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • May 18th, 2018 • Feldenkreis George • Men's & boys' furnishgs, work clothg, & allied garments
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Perry Ellis International, Inc., a Florida corporation (the “Company”);
George FeldenkreisGeorge Feldenkreis • May 18th, 2018 • Feldenkreis George • Men's & boys' furnishgs, work clothg, & allied garments
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of George Feldenkreis, for election as a director of Perry Ellis International, Inc. (the “Company”) at the Company’s 2018 annual meeting of shareholders including or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
