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 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.
The terms of this letter agreement shall expire, and 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 Xxxxx
