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 13, 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 (a) to tender all of the Shares
owned by the undersigned to Acquisition Sub pursuant to the Offer, (b) 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, and (c) not to exercise any
options or other rights to acquire any Shares prior to the Effective Time.
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.(1)
Capitalized terms used, but not otherwise defined, herein shall have the
meanings ascribed to them in the Merger Agreement.
In addition, the undersigned hereby irrevocably waives
and releases any and all claims for or with respect to recapture or unearned
incentive compensation payments and other bonuses that the undersigned may
have against the Company, Purchaser or their respective officers, directors
and affiliates.(2)
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(1) This sentence is not included in the Tender and Voting Agreement for the
Xxxxxx Family Trust.
(2) This paragraph is included only in the Tender and Voting Agreement for
Xxxxxxx Xxxxxxxx.
Worldwide Sports and Recreation, Inc.
July 13, 2000
Page 2
The term of this letter agreement shall expire, and this letter
agreement 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]
ACCEPTED AND AGREED:
Worldwide Sports and Recreation, Inc.
By: _____________________________
Name: _____________________________
Title: _____________________________
