0000902664-14-001345 Sample Contracts

Contract
Tender Offer Agreement • February 25th, 2014 • Eminence Capital LLC • Retail-apparel & accessory stores • New York

THIS AGREEMENT, dated as of February 24, 2014 (this “Agreement”), is made by and between Eminence Capital, LLC on behalf of itself and certain of its affiliates listed on Exhibit A hereto (collectively, “Eminence”), on the one hand, and The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), and Java Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Purchaser,” and together with the Company, “MW”), on the other hand.

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