VOTING AGREEMENTVoting Agreement • July 9th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • New York
This VOTING AGREEMENT (this ‘‘Agreement’’) is entered into as of June 28, 2007, by and among Brands Holding Limited, a private company limited by shares incorporated in England (‘‘Parent’’), EWI Acquisition, Inc., a Delaware corporation (‘‘Merger Sub’’) and The Estate of George Q Horowitz (the ‘‘Stockholder’’).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • August 7th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • Delaware
This Settlement Agreement and Mutual Release (the ‘‘Agreement’’), is made and entered into as of August 3, 2007 (the ‘‘Effective Date’’), by and among (i) Hidary Group Acquisitions, LLC and Hidary Group Acquisitions, Inc. (jointly ‘‘Hidary’’); (ii) Everlast Worldwide Inc. (‘‘Everlast’’); and (iii) Brands Holdings Limited and EWI Acquisition, Inc. (jointly, ‘‘Brands’’).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 9th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • Delaware
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Merger Sub and the Company hereby agree as follows:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Dated as of June 29, 2007Agreement and Plan of Merger • July 9th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2007 (this ‘‘Amendment’’), is made by and among: (1) BRANDS HOLDINGS LIMITED, a private company limited by shares incorporated in England and Wales (‘‘Parent’’); (2) EWI ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (‘‘Merger Sub’’); and (3) EVERLAST WORLDWIDE INC., a Delaware corporation (the ‘‘Company’’).
EVERLAST WORLDWIDE INC.Confidentiality and Standstill Agreement • July 31st, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear
We are aware of your position that the Agreement and Plan of Merger, dated as of June 1, 2007, among Hidary Group Acquisitions, LLC, Hidary Group Acquisitions, Inc. (collectively, “Hidary”) and Everlast Worldwide Inc. (“Everlast”) (the “Hidary Merger Agreement”), remains in effect. We are also aware of your position that, as a consequence, the standstill provision of the Confidentiality and Standstill Agreement, dated as of May 9, 2007, between M. Hidary & Company, Inc. and Everlast (the “Confidentiality Agreement”), that would, among other things, prohibit Hidary from undertaking a tender offer for shares of Everlast’s stock or otherwise make an acquisition proposal under the Agreement and Plan of Merger, dated as of June 28, 2007, by and among Everlast, Brands Holdings Limited and EWI Acquisition, Inc. (the “Brands Merger Agreement”), remains in effect.
Sports Direct International plc Unit A, Brook Park, East Road Shirebrook, Mansfield NH20 8RY UNITED KINGDOM (Incorporated under the Companies Act 1985 and registered in England and Wales with registered number 06035106)Guarantee • July 9th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • New York
