July 13, 2000
Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc.
c/o Wind Point Partners c/o Wind Point Partners
000 Xxxxx Xxxxxxxx Xxxxxx Xxx Xxxxx Xxxxxx
Xxxxx 0000 Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx Attention: Salam Chaudhary
Re: Tender and Voting Agreement
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Gentlemen:
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 whether or not adjourned) or by written action of stockholders of the
Company, and (c) not to exercise any options or other rights to acquire any
Shares prior to the Effective Time. Further, the undersigned hereby confirms his
intention to recommend the Merger to the Company's stockholders, subject to the
exercise of applicable fiduciary duties as determined by the undersigned in good
faith after consultation with, and based upon the advice of, outside counsel.
Capitalized terms used, but not otherwise defined, herein shall have the
meanings ascribed to them in the Merger Agreement.
In addition, the undersigned hereby irrevocably waives and releases any
and all claims for or with respect to recapture or unearned incentive
compensation payments and other bonuses that the undersigned may have against
the Company, Purchaser or their respective officers, directors and affiliates
Worldwide Sports and Recreation, Inc.
July 13, 2000
Page 2
The term of this letter agreement shall expire, and this letter
agreement shall have no further force and effect, upon the first to occur of (i)
the termination of the Merger Agreement, (ii) the closing of the Merger, or
(iii) August 18, 2000.
Very truly yours,
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Xxxxxxx Xxxxxxxx
ACCEPTED AND AGREED:
Worldwide Sports and Recreation, Inc.
By:
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Name:
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Title:
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