Hidary Group Acquisitions, LLC
August
__, 2007
Xxxxxx
Group Acquisitions, LLC
00
Xxxx
00xx Xxxxxx, 9th Floor
New
York,
NY 10001
Ladies
and Gentlemen:
Reference
is made to (i) the Agreement and Plan of Merger dated as of June 1, 2007 (the
“Merger
Agreement”),
by
and among Xxxxxx Group Acquisitions, LLC, a Delaware limited liability company
(“Xxxxxx”),
Xxxxxx Group Acquisitions, Inc., a Delaware corporation (“Merger
Sub”),
and
Everlast Worldwide Inc., a Delaware corporation (the “Company”),
(ii)
the Interim Investors Agreement dated as of June 1, 2007 (the “Interim
Investors Agreement”),
by and
among Xxxxxx, the undersigned investor and the other parties thereto, (iii)
the
Equity Commitment Letter dated _________, 2007 (the “Equity
Commitment Letter”),
by
the undersigned investor in favor of Xxxxxx, and (iv) the Limited Guarantee
dated _______, 2007 (the “Guarantee”
and
together with the Interim Investors Agreement and the Equity Commitment Letters,
the “Investor
Documents”),
by
the undersigned investor in favor of the Company.
For
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of Xxxxxx and the undersigned investor acknowledges and
agrees that notwithstanding any provisions in the Investor Documents regarding
the termination of the Merger Agreement, none of the Investor Documents will
be
deemed to have been terminated and that the provisions thereof will be deemed
to
remain in full force and effect and shall apply, mutatis
mutandis,
to any
agreement and plan of merger entered into among Xxxxxx, Merger Sub and the
Company, as such agreement may be amended, modified or supplemented from time
to
time.
This
letter shall be governed by, construed and enforced in accordance with the
laws
of the State of New York, without regard to principles of conflict of laws
thereof.
|
Sincerely,
[INVESTOR]
By:
___________________________
Name:
Title:
|
Acknowledged
and Agreed to
as
of the
date set forth above:
XXXXXX
GROUP ACQUISITIONS, LLC
By:
The
Xxxxxx Group LLC,
its
managing member
By:
______________________________
Name:
Xxxx X. Xxxxxx
Title:
Managing Member
