VOTING AGREEMENTVoting Agreement • July 9th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • New York
This VOTING AGREEMENT (this ‘‘Agreement’’) is entered into as of June 28, 2007, by and among Brands Holding Limited, a private company limited by shares incorporated in England (‘‘Parent’’), EWI Acquisition, Inc., a Delaware corporation (‘‘Merger Sub’’) and The Estate of George Q Horowitz (the ‘‘Stockholder’’).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 9th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • Delaware
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Merger Sub and the Company hereby agree as follows:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Dated as of June 29, 2007Agreement and Plan of Merger • July 9th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2007 (this ‘‘Amendment’’), is made by and among: (1) BRANDS HOLDINGS LIMITED, a private company limited by shares incorporated in England and Wales (‘‘Parent’’); (2) EWI ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (‘‘Merger Sub’’); and (3) EVERLAST WORLDWIDE INC., a Delaware corporation (the ‘‘Company’’).
Sports Direct International plc Unit A, Brook Park, East Road Shirebrook, Mansfield NH20 8RY UNITED KINGDOM (Incorporated under the Companies Act 1985 and registered in England and Wales with registered number 06035106)Guarantee • July 9th, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear • New York
