EXHIBIT 10.11 SERENGETI EYEWEAR, INC. 8125 25th COURT STREET EAST SARASOTA, FLORIDA 34243 January 1, 1999 Mr. Douglas Hinton 13409 Williams Street Thorton, CO 80241 Dear Mr. Hinton: Upon the terms and subject to the conditions set forth below, this...Serengeti Eyewear Inc • March 30th, 2000 • Ophthalmic goods • Florida
WITNESSETH:License Agreement • April 15th, 1997 • Solar Mates Inc • Ophthalmic goods • New York
EXHIBIT 10.10 (i) SERENGETI EYEWEAR, INC. 8125 25th COURT STREET EAST SARASOTA, FLORIDA 34243 June 1, 1998 Mr. William L. McMahon 4739 Spinnaker Drive Bradentown, Florida 34208 Dear Mr. McMahon: Upon the terms and subject to the conditions set forth...Serengeti Eyewear Inc • March 30th, 2000 • Ophthalmic goods • Florida
EXHIBIT 10Term Loan Agreement • November 15th, 1999 • Serengeti Eyewear Inc • Ophthalmic goods • Florida
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 14, 2000Agreement and Plan of Merger • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods • New York
Regulation S Offshore Subscription Agreement Solar-Mates, Inc. 8125 25th Court East Sarasota, FL 34243 Attention: Stephen Nevitt, President Dear Mr. Nevitt: This Subscription Agreement (the "Agreement") is being executed and delivered by the...Solar Mates Inc • November 14th, 1996 • Ophthalmic goods • New York
January 28, 1997 Mr. Neil Winter 5299 DTC Boulevard, Suite 300 Englewood, Colorado 80111 Dear Mr. Winter: Upon the terms and subject to the conditions set forth below, this letter shall constitute the agreement pursuant to which Solar-Mates, Inc....Serengeti Eyewear Inc • May 22nd, 1998 • Ophthalmic goods • Florida
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF SERENGETI EYEWEAR, INC. AT $3.95 NET PER SHARE BY SUNSHINE ACQUISITION, INC. A WHOLLY OWNED SUBSIDIARY OF WORLDWIDE SPORTS AND RECREATION, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL...Merger Agreement • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods
Exhibit 10 REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENT Dated as of February 13, 1997Credit and Term Loan Agreement • February 19th, 1997 • Solar Mates Inc • Ophthalmic goods • Florida
RECITALS --------Preferred Stock and Escrow Agreement • July 20th, 2000 • Serengeti Eyewear Inc • Ophthalmic goods • Illinois
January 1, 1997 Mr. Michael Burke 3615 Roundtree Court Boulder, Colorado 80304 Dear Mr. Burke: Upon the terms and subject to the conditions set forth below, this letter shall constitute the agreement pursuant to which Solar-Mates, Inc. ("Solar-Mates")...Serengeti Eyewear Inc • May 22nd, 1998 • Ophthalmic goods • Florida
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan 48076 Attention:...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation, and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 14, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees not to exercise any options, warrants or other rights to acquire any Shares prior to the Effective Time. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan 48076 Attention:...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation, and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 14, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees not to exercise any options, warrants or other rights to acquire any Shares prior to the Effective Time. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.
Exhibit (5)(e) October 8th, 1999 Mr. Salam Chaudhary Vice President Wind Point Partners One Towne Square Suite 780 Southfield, Michigan 48076 Dear Mr. McMahon: CONFIDENTIALITY AGREEMENT This will confirm our understanding with you that we shall treat...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
This will confirm our understanding with you that we shall treat any information concerning Serengeti Eyewear, Inc. (the "Company") (whether prepared by the Company, its advisors or otherwise) which is furnished to us by or on behalf of the Company and identified in writing as confidential to the Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this letter and take or abstain from taking certain other actions as set forth below.
INTRODUCTION:Lens Blank Supply Agreement • April 15th, 1997 • Solar Mates Inc • Ophthalmic goods • New York
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan 48076 Attention:...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w
SERENGETI EYEWEAR November 9, 1999 Mr. William L. McMahon 6142 Turnbury Park Drive #5101 Sarasota, Florida 34243 Dear Mr. McMahon: This letter is to serve as the first amendment to your contract dated June 1, 1998 with Serengeti Eyewear, Inc. The...Serengeti Eyewear Inc • March 30th, 2000 • Ophthalmic goods
BY AND BETWEENAgreement of Purchase and Sale • November 14th, 1996 • Solar Mates Inc • Ophthalmic goods • New York
July 13, 2000 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation, and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 14, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees not to exercise any options, warrants or other rights to acquire any Shares prior to the Effective Time. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan 48076 Attention:...Serengeti Eyewear Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 13, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees (a) to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and w
