EXHIBIT (C)(3)
November 24, 1999
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:
Bolle, Inc., a Delaware corporation (the "Company"), Worldwide Sports and
Recreation, Inc., a Delaware corporation (the "Purchaser") and Shade
Acquisition, Inc., a newly formed Delaware corporation and a wholly-owned
subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement
and Plan of Merger, dated on or about November 24, 1999 (the "Merger
Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer
(the "Offer") to acquire all of the issued and outstanding shares of common
stock of the Company and all associated rights (the "Shares"). In order to
induce the Purchaser to enter into the Agreement, the undersigned hereby agrees
to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant
to the Offer and to vote the Shares owned by the undersigned in favor of the
Offer, the Merger, the Merger Agreement and each of the transactions
contemplated thereby at any meeting (whether special or annual, and whether or
not adjourned) or by written action of stockholders of the Company. Further, the
undersigned hereby confirms his intention to recommend the Merger to the
Company's stockholders, subject to the exercise of applicable fiduciary duties
as determined by the undersigned in good faith after consultation with, and
based upon the advice of, outside counsel. Capitalized terms used, but not
otherwise defined, herein shall have the meanings ascribed to them in the Merger
Agreement.
The term of this letter agreement shall be until the first to occur of (i)
the termination of the Merger Agreement, (ii) the closing of the Merger, or
(iii) February 28, 2000.
Very truly yours,
________________________________
Xxxxxx X. Xxxxxxxx
Worldwide Sports and Recreation, Inc.
November 24, 1999
Page 2
ACCEPTED AND AGREED:
Worldwide Sports and Recreation, Inc.
By:_______________________________
Title:____________________________
EXHIBIT (C)(3)
November 24, 1999
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:
Bolle, Inc., a Delaware corporation (the "Company"), Worldwide Sports and
Recreation, Inc., a Delaware corporation (the "Purchaser") and Shade
Acquisition, Inc., a newly formed Delaware corporation and a wholly-owned
subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement
and Plan of Merger, dated on or about November 24, 1999 (the "Merger
Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer
(the "Offer") to acquire all of the issued and outstanding shares of common
stock of the Company and all associated rights (the "Shares"). In order to
induce the Purchaser to enter into the Agreement, the undersigned hereby agrees
to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant
to the Offer and to vote the Shares owned by the undersigned in favor of the
Offer, the Merger, the Merger Agreement and each of the transactions
contemplated thereby at any meeting (whether special or annual, and whether or
not adjourned) or by written action of stockholders of the Company. Further, the
undersigned hereby confirms his intention to recommend the Merger to the
Company's stockholders, subject to the exercise of applicable fiduciary duties
as determined by the undersigned in good faith after consultation with, and
based upon the advice of, outside counsel. Capitalized terms used, but not
otherwise defined, herein shall have the meanings ascribed to them in the Merger
Agreement.
The term of this letter agreement shall be until the first to occur of (i)
the termination of the Merger Agreement, (ii) the closing of the Merger, or
(iii) February 28, 2000.
Very truly yours,
________________________________
Ian X.X. Xxxxxx
Worldwide Sports and Recreation, Inc.
November 24, 1999
Page 2
ACCEPTED AND AGREED:
Worldwide Sports and Recreation, Inc.
By:_______________________________
Title:____________________________
