XXXX XXXXXXXX
THE ESTATE OF XXXXXX X XXXXXXXX
C/O EVERLAST WORLDWIDE INC.
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
June 19, 2007
Xxxxxx Group Acquisitions, LLC
Xxxxxx Group Acquisitions, Inc.
c/o Hidary Group Acquisitions, LLC
00 Xxxx 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Voting Agreement (the "Voting Agreement") dated as of June 4,
2007, by and among Xxxxxx Group Acquisitions, LLC ("Parent"),
Xxxxxx Group Acquisitions, Inc. ("Merger Sub"), Xxxx X.
Xxxxxxxx and The Estate of Xxxxxx X Xxxxxxxx (each, a
"Stockholder" and together, the "Stockholders")
Dear Sirs:
Reference is made to Section 1.2(d) of the Voting Agreement.
Capitalized terms used herein and not otherwise defined shall have the same
meaning ascribed to them in the Voting Agreement. Parent, Xxxxxx Sub and each of
the Stockholders hereby agree that clauses (i) and (ii) of the second sentence
of Section 1.2(d) be revised to read in their entirety as follows:
"(i) 169,514 shares of Common Stock held by Xxxx X. Xxxxxxxx and
(ii) 616,360 shares of Common Stock held by The Estate of Xxxxxx X
Xxxxxxxx."
Except to the extent expressly amended as described above, the Voting Agreement
remains in full force and effect as previously executed and delivered by the
parties thereto.
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
conflicts of law thereof.
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Stockholders have caused
this Agreement to be duly executed as of the day and year first above written.
Xxxxxx Group Acquisitions, LLC
Xxxxxx Group Acquisitions, Inc.
June 19, 2007
Page 2
XXXXXX GROUP ACQUISITIONS, LLC
By: The Xxxxxx Group LLC,
its member
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Member
XXXXXX GROUP ACQUISITIONS, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: President & Chief
Executive Officer
/s/ Xxxx X. Xxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxx
THE ESTATE OF XXXXXX X XXXXXXXX
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Trustee
