PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 19th, 2013 • FOHG Holdings, LLC • Women's, misses', children's & infants' undergarments • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of December 18, 2013, by and between TTG Apparel, LLC, a Delaware limited liability company (“Seller”), and HGI Funding, LLC, a Delaware limited liability company (“Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FOHG HOLDINGS, LLC FOHG ACQUISITION CORP. AND FREDERICK’S OF HOLLYWOOD GROUP INC. DATED AS OF DECEMBER 18, 2013Merger Agreement • December 19th, 2013 • FOHG Holdings, LLC • Women's, misses', children's & infants' undergarments • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 18, 2013, is entered into by and among FOHG HOLDINGS, LLC, a Delaware limited liability company (“Parent”), FOHG ACQUISITION CORP., a New York and wholly-owned subsidiary of Parent (“Merger Sub”), and FREDERICK’S OF HOLLYWOOD GROUP INC., a New York corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). Certain capitalized terms used in this Agreement and not otherwise defined are used as defined in Section 8.11.
ROLLOVER AGREEMENTRollover Agreement • December 19th, 2013 • FOHG Holdings, LLC • Women's, misses', children's & infants' undergarments • New York
This Rollover Agreement (this “Agreement”) is made and entered into as of December 18, 2013, by and among, FOHG Holdings, LLC, a Delaware limited liability company (“Parent”) and the shareholders (the “Rollover Shareholders”) of Frederick’s of Hollywood Group Inc. (the “Company”) listed on Annex A attached hereto.
VOTING AGREEMENTVoting Agreement • December 19th, 2013 • FOHG Holdings, LLC • Women's, misses', children's & infants' undergarments • New York
This VOTING AGREEMENT (this “Agreement”), dated as of December 18, 2013, is entered into by and among FOHG Holdings, LLC, a Delaware limited liability company (“Parent”), Frederick’s of Hollywood Group Inc., a New York corporation (the “Company”), HGI Funding, LLC, a Delaware limited liability company (“HGI Funding”) and each of the shareholders of the Company listed on Annex A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
