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
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
meaning ascribed to them in the Merger Agreement.
The term 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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[Authorized Signatory]
