SHARE TENDER AGREEMENT
EXECUTION
COPY
This
SHARE TENDER AGREEMENT (this “Agreement”), is dated as of September 10,
2007 (this “Agreement”), by and among Redcats USA, Inc., a Delaware
corporation (“Parent”), Boulevard Merger Sub, Inc., a
Delaware corporation and a wholly owned Subsidiary of Parent
(“Merger Sub”), United Retail Group, Inc., a Delaware corporation (the
“Company”), and Xxxxxxx Xxxxxxxx, in his capacity as stockholder of
the
Company (the “Stockholder”).
W
I T N E S S E T H
WHEREAS,
Parent, Merger Sub, and the Company are simultaneously with the execution of
this Agreement entering into an Agreement and Plan of Merger, dated as of the
date of this Agreement (as it may be amended from time to time in accordance
with its terms, the “Merger Agreement”), providing for, among other
things, Merger Sub to commence a cash tender offer (the “Offer”) to
acquire all of the outstanding shares of common stock, par value $0.001 per
share of the Company (the “Common Stock”), followed by the subsequent
merger of Merger Sub with and into the Company with the Company surviving the
merger as a wholly owned subsidiary of Parent, in each case, on the terms and
subject to the conditions set forth in the Merger Agreement (capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to such
terms in the Merger Agreement); and
WHEREAS,
as a condition to Parent’s and Merger Sub’s willingness to enter into and
perform its obligations under the Merger Agreement, Parent and Merger Sub have
required that the Stockholder agree, and the Stockholder has agreed, (i) to
tender in the Offer (and not withdraw) all of the Stockholders’ Owned Shares,
whether upon the exercise of options, conversion of convertible securities
or
otherwise, and any other voting securities of the Company (whether acquired
prior to or after the execution of this Agreement) that are beneficially owned
by the Stockholder, and (ii) that in the event that a vote of the Company’s
stockholders is required in furtherance of the Merger Agreement or the
transactions contemplated thereby, including the Merger, the Stockholder will
vote all of the Owned Shares and the Restricted Shares in favor of any such
proposal, and (iii) to take the other actions described in this Agreement;
and
WHEREAS,
the Stockholder desires to express its support for the Merger Agreement and
the
transactions contemplated thereby, including the Offer and the
Merger.
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration given to each party hereto, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Agreement
to Tender and Vote; Irrevocable Proxy.
1.1 Agreement
to Tender. (a) The Stockholder agrees that as promptly as
practicable after the commencement of the Offer, and in any event no later
than
the 10th
Business Day following the commencement of the Offer, the Stockholder shall
irrevocably tender into the Offer all of the Owned Shares owned by the
Stockholder on or prior to the 10th Business
Day
following the commencement of the Offer, free and clear of all Liens that would
prevent Stockholder from tendering his shares in accordance with this Agreement
or otherwise complying with his obligations under this Agreement. If
the Stockholder acquires any Owned Shares after the 10th Business
Day
following the commencement of the Offer (including during any subsequent
offering period, if any), the Stockholder shall irrevocably tender into the
Offer such Owned Shares on the date that the Stockholder shall acquire such
Owned Shares.
(b)
The Stockholder agrees that once the Owned Shares are tendered into the Offer,
the Stockholder shall not withdraw the tender of such Owned Shares unless the
Offer shall have been terminated or shall have expired, in each case, in
accordance with the terms of the Merger Agreement, or the Merger Agreement
has
been terminated.
1.2 Agreement
to Vote. The Stockholder hereby agrees that, during the term of
this Agreement, at any meeting of the stockholders of the Company, however
called, or any adjournment or postponement of such meeting, the Stockholder
shall be present (in person or by proxy) and vote (or cause to be voted) all
of
the Owned Shares and Restricted Shares (to the extent the Owned Shares are
not
purchased in the Offer) (a) in favor of adoption of (1) the Merger Agreement
and
all the transactions contemplated by the Merger Agreement, including the Merger,
and (2) any other matter that is required to facilitate the consummation of
the
transactions contemplated by the Merger Agreement and in connection with the
Merger Agreement to execute any documents which are necessary or appropriate
in
order to effectuate the foregoing; and (b) against (1) any Takeover Proposal,
any agreement or arrangement related to such Takeover Proposal, and (2) any
action or agreement (other than an adjournment of the Company Stockholders
Meeting which is recommended by the Board of Directors of the Company in
accordance with the terms of the Merger Agreement) that would impair the ability
of Parent and the Merger Sub to complete the Offer or the Merger, the ability
of
the Company to consummate the Merger, or that would otherwise be inconsistent
with, prevent, impede or delay the consummation of the transactions contemplated
by the Merger Agreement.
1.3 Irrevocable
Proxy. The Stockholder hereby irrevocably grants to, and
appoints, Parent and any designee of Parent and each of Parent’s officers, as
Stockholder’s attorney, agent and proxy with full power of substitution and
resubstitution, to the full extent of the Stockholders’ voting rights with
respect to the Owned Shares and the Restricted Shares, to vote all the Owned
Shares and the Restricted Shares or grant a consent or approval, at any meeting
of the stockholders of the Company and in any action by written consent of
the
stockholders of the Company, until the earlier of the acceptance of Shares
pursuant to the Offer or the date of termination of the Merger Agreement, on
the
matters described in Section 1.2, and in accordance therewith. THIS PROXY AND
POWER OF ATTORNEY ARE
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IRREVOCABLE
AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AND IRREVOCABLE PROXY
AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING
ON
ANY PERSON TO WHOM STOCKHOLDER MAY TRANSFER ANY SHARES. The Stockholder revokes
all other proxies and power of attorneys, with respect to all of the Owned
Shares and the Restricted Shares that may have heretofore been appointed or
granted with respect to any matters covered by Section 1.2, and no subsequent
proxy (whether revocable or irrevocable) or power of attorney shall be given
by
the Stockholder, except as required by any letter of transmittal in connection
with the Offer. The Stockholder agrees to execute any further agreement or
form
reasonably necessary or appropriate to confirm and effectuate the grant of
the
proxy contained herein. Such proxy shall automatically terminate upon
the valid termination of this Agreement in accordance with Section
5.1.
2. Representations
and Warranties. The Stockholder hereby represents and warrants to
Parent and Merger Sub as follows:
2.1 Power;
Due Authorization; Binding Agreement. The Stockholder has full
legal capacity, power and authority to execute and deliver this Agreement,
to
perform his obligations under this Agreement, and to consummate the transactions
contemplated by this Agreement. This Agreement has been duly and
validly executed and delivered by the Stockholder and, except for withdrawal
rights that may be required by U.S. federal securities laws, constitutes a
valid
and binding agreement of the Stockholder, enforceable against the Stockholder
in
accordance with its terms.
2.2 Ownership
of Shares. On the date of this Agreement, the Owned Shares set
forth opposite the Stockholder’s name on Schedule 1 are owned
beneficially by the Stockholder and include all of the Owned Shares owned
beneficially by the Stockholder, free and clear of any Liens that would prevent
the Stockholder from tendering his shares in accordance with this Agreement
or
complying with his other obligations under this Agreement, except to the extent
prohibited by the margin loan arrangements referred to in the Company's proxy
statement for its June 15, 2007 annual meeting. As of the date of
this Agreement, the Stockholder has, and as of immediately prior to the
expiration of the Offer, the Stockholder will have sole voting and dispositive
power with respect to the Owned Shares and will be entitled to dispose of the
Owned Shares, except to the extent prohibited by the margin loan arrangements
referred to in the Company's proxy statement for its June 15, 2007 annual
meeting.
2.3 No
Conflicts. The execution and delivery of this Agreement by the Stockholder
does not, and the performance of the terms of this Agreement by the Stockholder
will not, (a) require the Stockholder to obtain the consent or approval of,
or
make any filing with or notification to, any Governmental Authority (other
than
a filing on Schedule 13D), (b) require the consent or approval of any other
Person pursuant to any agreement, obligation or instrument binding on
Stockholder or its properties and assets, (c) except for withdrawal rights
that
may be required by the U.S. federal securities laws, conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to the
Stockholder or pursuant to which any of its properties or assets are bound
or
(d) violate any other agreement to which the Stockholder is a party, including,
without limitation, any voting agreement, stockholders agreement, irrevocable
proxy or voting trust. The Owned Shares are not, with respect to the
voting or
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transfer
of such Owned Shares, subject to any other agreement, including any voting
agreement, stockholders agreement, irrevocable proxy or voting
trust.
2.4 Acknowledgment. The
Stockholder understands and acknowledges that each of Parent and Merger Sub
is
entering into the Merger Agreement in reliance upon the Stockholder’s execution,
delivery and performance of this Agreement.
3. Representations
and Warranties of Parent and Merger Sub. Each of Parent
and Merger Sub hereby represents and warrants to the Stockholders as
follows:
3.1 Power;
Due Authorization; Binding Agreement. Parent and Merger Sub are
each corporations duly organized, validly existing and in good standing under
the laws of their jurisdiction of organization. Parent and Merger Sub
have full corporate power and authority to execute and deliver this Agreement,
to perform their obligations under this Agreement, and to consummate the
transactions contemplated by this Agreement. The execution and
delivery of this Agreement and the consummation by Parent and Merger Sub of
the
transactions contemplated by this Agreement have been duly and validly
authorized by all necessary corporate action on the part of Parent and Merger
Sub, and no other proceedings on the part of Parent and Merger Sub are necessary
to authorize this Agreement or to consummate the transactions contemplated
by
this Agreement. This Agreement has been duly and validly executed and
delivered by Parent and Merger Sub and constitutes a valid and binding agreement
of Parent and Merger Sub.
3.2 No
Conflicts. The execution and delivery of this Agreement by Parent
and Merger Sub does not, and the performance of the terms of this Agreement
by
Parent and Merger Sub will not, (a) require Parent and Merger Sub to obtain
the
consent or approval of, or make any filing with or notification to, any
Governmental Authority, (b) require the consent or approval of any other Person
pursuant to any agreement, obligation or instrument binding on Parent and Merger
Sub or its properties and assets (other than a filing on Schedule 13D), (c)
except as may otherwise be required by federal securities laws, conflict with
or
violate any law, rule, regulation, order, judgment or decree applicable to
Parent and Merger Sub or pursuant to which any of its or its Affiliates’
respective assets are bound or (d) violate any other agreement to which Parent
and Merger Sub or any of its Affiliates is a party.
4. Certain
Covenants of the Stockholders. The Stockholder hereby covenants
and agrees with Parent and Merger Sub as follows:
4.1 Restriction
on Transfer. From the date of this Agreement and until the
termination of this Agreement in accordance with its terms, except any action
contemplated by Section 1, the Stockholder shall not, directly or indirectly,
(i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect
to
the sale, transfer, pledge, encumbrance, assignment or other disposition of,
or
limitation on the voting rights of, any of the Owned Shares (any such action,
a
“Transfer”); provided that nothing in this Agreement shall
prohibit the exercise by Stockholder of any options to purchase Owned Shares,
or
(ii), (x) grant any proxies or powers of attorney, deposit any Owned Shares
into
a voting trust or enter into a voting agreement with respect to any Owned
Shares, (y) take any action that would cause any representation or warranty
of
the Stockholder contained herein to become untrue or incorrect or have the
effect of preventing or
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disabling
Stockholder from performing its obligations under this Agreement, or (z) commit
or agree to take any of the foregoing actions. Notwithstanding the
restrictions in this Section 4.1, the Stockholder may transfer up to 300,000
shares of Common Stock to one or more foundations or charitable institutions;
provided that such foundation or charitable institution agrees in writing
to be bound by the provisions of Section 1 and this Section 4.1 of this
Agreement as if it were the Stockholder.
4.2 Additional
Shares. The Stockholder hereby agrees, during the term of this
Agreement, to promptly notify Parent and Merger Sub of any new Owned Shares
or
Restricted Shares acquired by Stockholder, if any, after the execution of this
Agreement. Any such shares shall be subject to the terms of this
Agreement as though owned by the Stockholder on the date of this Agreement;
provided, however, that the Stockholder shall not be required to
tender any such shares to the extent that such tendering would violate Section
16(b) of the Securities Exchange Act of 1934, as amended, or the rules and
regulations promulgated thereunder. The Stockholder shall use its
reasonable best efforts to seek to cause the Benaroya Charitable Foundation
to
tender all shares of Common Stock into the Offer.
4.3 Stockholder
Capacity. The Stockholder is entering into this Agreement solely
in his capacity as the beneficial owner of the Owned Shares and not in his
capacity as a director or officer of the Company. Nothing herein
shall limit or affect any actions taken by the Stockholder in his capacity
as a
director or officer of the Company.
4.4 No
Solicitation. During the term of this Agreement, the Stockholder
shall not, nor shall it authorize or permit any of its investment banker,
financial advisor, attorney, accountant or other advisor, agent or
representative retained by Stockholder in connection with the Transactions
(collectively, “Representatives”) to, directly or indirectly through
another Person, (i) solicit, initiate, or knowingly encourage or facilitate
(including by way of furnishing information), any inquiries or the making,
submission or announcement of, any proposal or offer that constitutes or is
reasonably likely to lead to a Takeover Proposal, (ii) other than informing
persons of the provisions contained in this Section 4.4, enter into, continue
or
participate in any discussions or negotiations regarding any Takeover Proposal,
or furnish any information concerning himself, the Company and its Subsidiaries
to any Person in connection with any Takeover Proposal, or otherwise cooperate
with or take any other action to knowingly facilitate any effort or attempt
to
make or implement a Takeover Proposal, (iii) approve or recommend, or propose
publicly to approve or recommend, any Takeover Proposal or (iv) approve or
recommend, or propose to approve or recommend, or execute or enter into, any
letter of intent, agreement in principle, merger agreement, acquisition
agreement, option agreement or other similar agreement or propose publicly
or
agree to do any of the foregoing related to any Takeover Proposal;
provided, however, that the foregoing shall not prohibit
the Stockholder from taking any actions as a director or officer with respect
to
the foregoing in accordance with the terms of the Merger Agreement.
4.5 Dissenter’s
Rights. The Stockholder agrees not to exercise, nor to cause the
exercise of, any dissenter’s right in respect of the Owned Shares which may
arise with respect to the Merger.
4.6 Documentation
and Information. The Stockholder (i) consents to and authorizes
the publication and disclosure by Parent and Merger Sub of his identity and
holding of
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the
Owned Shares, and the nature of the Stockholder’s commitments, arrangements and
understandings under this Agreement, in any press release, the Offer Documents,
or any other disclosure document required in connection with the Offer, the
Merger and any transactions contemplated by the Merger Agreement, and (ii)
agrees as promptly as practicable to give to Parent any information reasonably
related to the foregoing it may reasonably require for the preparation of any
such disclosure documents. The Stockholder agrees as promptly as practicable
to
notify Parent of any required corrections with respect to any written
information supplied by it specifically for use in any such disclosure document,
if and to the extent the Stockholder become aware that any shall have become
false or misleading in any material respect.
4.7 Further
Assurances. From time to time, at the request of Parent and
Merger Sub and without further consideration, the Stockholder shall execute
and
deliver such additional documents and take all such further action as may be
necessary or desirable to consummate and make effective the transactions
contemplated by this Agreement.
4.8 Shares
Held Under Retirement Savings Plan. To the extent permissible
under the terms of the Company’s Retirement Savings Plan, the Stockholder shall
instruct the trustee under the Company’s Retirement Savings Plan to tender into
the Offer any shares of Common Stock held under the Company’s Retirement Savings
Plan for the benefit of the Stockholder.
5. Miscellaneous.
5.1 Termination
of this Agreement. This Agreement shall terminate upon the
earlier to occur of (i) the termination of the Merger Agreement in accordance
with its terms, (ii) the termination or expiration of the Offer, without shares
being accepted for payment thereunder and (iii) the Effective Time.
5.2 Effect
of Termination. In the event of termination of this Agreement
pursuant to Section 5.1, this Agreement shall become void and of no effect
with no liability on the part of any party; provided, however, no
such termination shall relieve any party from any liability for any breach
of
this Agreement occurring prior to such termination.
5.3 Entire
Agreement. This Agreement constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof. Nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
5.4 Amendments. This
Agreement may not be modified, amended, altered or supplemented, except upon
the
execution and delivery of a written agreement executed by each of the parties
to
this Agreement.
5.5 Notices. All
notices, requests and other communications to any party hereunder shall be
in
writing and shall be deemed given if delivered personally, facsimiled (which
is
confirmed) or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses:
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If
to Parent or Merger Sub, to:
Redcats
USA, Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attention: Xxxx
Faintreny, Chief Executive Officer
Facsimile: (000)
000-0000
with
a copy (which shall not constitute notice) to:
Wachtell,
Lipton, Xxxxx & Xxxx
00
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxx
X. Xxxx, Esq.
Facsimile: (000)
000-0000
If
to the Stockholder, to:
Xx.
Xxxxxxx Xxxxxxxx
c/o
United Retail Group, Inc.
000
Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx
Xxxx, Xxx Xxxxxx 00000
Attention: Xx.
Xxxxxxx Xxxxxxxx
Facsimile: (000)
000-0000
with
a copy (which shall not constitute notice) to:
Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP
0
Xxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attention: Xxxx
X. Xxxxxxx, Esq. and Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile: (000)
000-0000
If
to the Company, to:
United
Retail Group, Inc.
000
Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx
Xxxx, Xxx Xxxxxx 00000
Attention: Chief
Administrative Officer
Facsimile: (000)
000-0000
with
a copy (which shall not constitute notice) to:
Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP
0
Xxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attention: Xxxx
X. Xxxxxxx, Esq. and Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile: (000)
000-0000
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or
such other address or facsimile number as such party may hereafter specify
by
like notice to the other parties hereto. All such notices, requests
and other communications shall be deemed received on the date of receipt by
the
recipient if received prior to 5 P.M., local time, in the place of receipt
and
such day is a Business Day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding Business Day in the place of receipt.
5.6 Governing
Law; Jurisdiction; Waiver of Jury Trial.
(a) THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF DELAWARE, APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED
ENTIRELY WITHIN THAT STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN
UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
(b) All
actions and proceedings arising out of or relating to this Agreement shall
be
heard and determined in the Chancery Court of the State of Delaware or, in
the
event that such court does not have subject matter jurisdiction over such action
or proceeding, any federal court sitting in the State of Delaware, and the
parties to this Agreement irrevocably submit to the exclusive jurisdiction
of
such courts (and, in the case of appeals, appropriate appellate courts
therefrom) in any such action or proceeding and irrevocably waive the defense
of
an inconvenient forum to the maintenance of any such action or
proceeding. The consents to jurisdiction set forth in this paragraph
shall not constitute general consents to service of process in the State of
Delaware and shall have no effect for any purpose except as provided in this
paragraph and shall not be deemed to confer rights on any Person other than
the
parties hereto. Each of the parties to this Agreement consents to
service being made through the notice procedures set forth in Section 5.5 and
agrees that service of any process, summons, notice or document by registered
mail (return receipt requested and first-class postage prepaid) to the
respective addresses set forth in Section 5.5 shall be effective service of
process for any suit or proceeding in connection with this Agreement or the
transactions contemplated by this Agreement. The parties hereto agree
that a final judgment in any such action or proceeding shall be conclusive
and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by applicable Law.
(c) EACH
OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT.
5.7 Specific
Performance. The parties agree that irreparable damage may occur
in the event that any of the provisions of this Agreement were not performed
in
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accordance
with their specific terms or were otherwise breached. Accordingly,
the parties agree that, if for any reason a party to this Agreement shall have
failed to perform its obligations under this Agreement, then the party seeking
to enforce this Agreement against such nonperforming party under this Agreement
shall be entitled to specific performance and injunctive and other equitable
relief, and the parties further agree to waive any requirement for the securing
or posting of any bond in connection with the obtaining of any such injunctive
or other equitable relief, this being in addition to any other remedy to which
they are entitled at Law or in equity.
5.8 No
Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned, in whole or in part,
by
any of the parties without the prior written consent of the other parties;
provided that Parent and Merger Sub may assign any of or all of its
rights, interests and obligations under this Agreement to Parent or to any
direct or indirect wholly owned Subsidiary of Parent, but no such assignment
shall relieve Parent or Merger Sub of any of its obligations under this
Agreement. Subject to the preceding sentence, this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by, the parties hereto
and their respective successors and permitted assigns. Any purported
assignment not permitted under this Section 5.8 shall be null and
void.
5.9 Counterparts. This
Agreement may be executed in counterparts (including by facsimile) (each of
which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement) and shall become effective when one
or
more counterparts have been signed by each of the parties and delivered to
the
other parties. Copies of executed counterparts transmitted by telecopy, telefax
or electronic transmission shall be considered original executed counterparts
for purposes of this Section 5.9 provided that receipt of copies of such
counterparts is confirmed.
5.10 Interpretation.
(a) The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation." The words
"hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and
not to any particular provision of this Agreement. All terms defined
in this Agreement shall have the defined meanings when used in any document
made
or delivered pursuant hereto unless otherwise defined therein. The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. Any statute defined or
referred to in this Agreement or in any agreement or instrument that is referred
to in this Agreement means such statute as from time to time amended, modified
or supplemented, including by succession of comparable successor statutes and
references to all attachments thereto and instruments incorporated
therein. References to a Person are also to its permitted successors
and assigns.
(b) The
parties hereto have participated jointly in the negotiation and drafting of
this
Agreement and, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as jointly drafted by the parties
hereto and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provision of this Agreement.
5.11 Severability. If
any term or other provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced
by
any rule of Law or public policy, all other terms, provisions and conditions
of
this Agreement shall nevertheless remain in full force and
effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted
by
applicable Law in an acceptable manner
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to
the end that the transactions contemplated by this Agreement
are fulfilled to the extent possible.
[remainder
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
| REDCATS USA, INC. | |||
|
|
By:
|
/s/ Faintreny Xxxx | |
| Name: | Faintreny Xxxx | ||
| Title: | Chairman and CEO | ||
| BOULEVARD MERGER SUB, INC. | |||
|
|
By:
|
/s/ Faintreny Xxxx | |
| Name: | Faintreny Xxxx | ||
| UNITED RETAIL GROUP, INC. | |||
|
|
By:
|
/s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | ||
| Title: | Chief Administrative Officer | ||
| XXXXXXX XXXXXXXX | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxx | |
|
Name:
|
Xxxxxxx Xxxxxxxx | ||
SCHEDULE
1
Details
of Ownership
|
Stockholder
|
Owned
Shares
|
|
Xxxxxxx
Xxxxxxxx
|
2,079,571
|
