Execution Copy STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (this "Agreement") is made as of October 27, 2005, by and among Goody's Family Clothing, Inc., a Tennessee corporation (the "Company"), GF Goods Inc., a Delaware corporation ("Parent"),...Stock Option Agreement • October 31st, 2005 • GMM Capital LLC • Retail-family clothing stores • Tennessee
October 23, 2005 GF Goods Inc. c/o GMM Capital LLC 689 Fifth Avenue 14th Floor New York, NY 10022 Gentlemen and Ladies: Reference is made to that certain Acquisition Agreement and Agreement and Plan of Merger Agreement (the "Agreement"), to be entered...Acquisition Agreement • October 24th, 2005 • GMM Capital LLC • Retail-family clothing stores • New York
This letter will confirm the commitment of Prentice Capital Management, LP, on behalf of one or more of its affiliated funds or managed accounts ("Prentice") and GMM Capital LLC ("GMM"), to provide equity and debt financing (the "Financing") to AcquisitionCo in an amount in cash sufficient for the payment of the aggregate Offer Price, at or prior to the Offer Payment Date (the "Offer Contribution Obligation"), and the aggregate Merger Consideration and Option Consideration, at or prior to the Effective Time (the "Merger Contribution Obligation"). The proceeds to AcquisitionCo from this financing will be used to provide the financing for the acquisition of the Company pursuant to the Agreement (the "Acquisition").
Exhibit 4 --------- L O A N A G R E E M E N T This Loan Agreement (hereinafter; the "Agreement") is made as of the 30th day of August, 2005, (hereinafter; the "Signing Date") between UNITED MIZRAHI BANK LTD., a banking institution duly incorporated...Loan Agreement • September 1st, 2005 • GMM Capital LLC • Women's, misses', children's & infants' undergarments
FORM OFShareholder Agreement • August 17th, 2005 • GMM Capital LLC • Women's, misses', children's & infants' undergarments • Tel-Aviv
BY AND BETWEENShare Purchase Agreement • August 17th, 2005 • GMM Capital LLC • Women's, misses', children's & infants' undergarments
Execution Copy SUPPORT AGREEMENT This SUPPORT AGREEMENT (this "Agreement") is entered into as of October 27, 2005, by and among GF Goods Inc., a Delaware corporation ("Parent"), GF Acquisition Corp., a Tennessee corporation ("Acquisition Corp."), and...Support Agreement • October 31st, 2005 • GMM Capital LLC • Retail-family clothing stores • Tennessee
by and amongAcquisition Agreement • October 24th, 2005 • GMM Capital LLC • Retail-family clothing stores • Tennessee
Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments...Joint Filing Agreement • October 6th, 2005 • GMM Capital LLC • Retail-family clothing stores
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock of Goody's Family Clothing, Inc., and that this Agreement be included as an Exhibit to such joint filing.
Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments...Joint Filing Agreement • February 15th, 2007 • GMM Capital LLC • Women's, misses', and juniors outerwear
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Tarrant Apparel Group, and that this Agreement be included as an Exhibit to such joint filing.
by and amongAcquisition Agreement • October 31st, 2005 • GMM Capital LLC • Retail-family clothing stores • Tennessee
A G R E E M E N T Entered into and executed on July 1, 2007 by and betweenAgreement • July 3rd, 2007 • GMM Capital LLC • Women's, misses', children's & infants' undergarments
GMM Capital LLC, a limited liability company, organized and existing under the laws of the State of Delaware, with registered offices at 1450 Broadway, New York City, New York (hereinafter "GMM"),
Contact: Edward R. Carlin Chief Financial Officer, Goody’s Family Clothing, Inc.Settlement Agreement • December 23rd, 2005 • GMM Capital LLC • Retail-family clothing stores
New York, New York and Knoxville, Tennessee (December 23, 2005) — Goody’s Family Clothing, Inc. (Nasdaq:GDYS) and GF Acquisition Corp., an affiliate of Prentice Capital Management, LP and GMM Capital LLC, announced today that an agreement in principle on a settlement has been reached in the litigation relating to the Acquisition Agreement and Agreement and Plan of Merger, dated as of October 27, 2005, among Goody’s, GF Goods Inc. (now known as Goody’s Holdings, Inc.) and GF Acquisition Corp. The Chancery Court for Knox County, Tennessee, lifted the temporary injunction which required that $1,000,000 be withheld from the proceeds of the tender offer contemplated by the Merger Agreement.
SHAREHOLDERS AGREEMENT Entered into and executed on July 5, 2007 by and betweenShareholder Agreement • July 3rd, 2007 • GMM Capital LLC • Women's, misses', children's & infants' undergarments • Tel-Aviv
WHEREAS the Parties are shareholders in Delta Galil Industries Limited (hereinafter referred to as "the Company" or "Delta Galil"); and
