amongMerger Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear • Delaware
OFLimited Liability Company Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear • Delaware
SETH HOROWITZ THE ESTATE OF GEORGE Q HOROWITZ C/O EVERLAST WORLDWIDE INC. 1350 BROADWAY NEW YORK, NEW YORK 10018 June 19, 2007 Hidary Group Acquisitions, LLC Hidary Group Acquisitions, Inc. c/o Hidary Group Acquisitions, LLC 10 West 33rd Street 9th...Voting Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear
ARTICLE II VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear • New York
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with...Joint Filing Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.002 par value per share, of Everlast Worldwide Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings; PROVIDED, that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
ARTICLE II VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear • New York
June ___, 2007 Hidary Group Acquisitions, LLC 10 West 33rd Street, 9th Floor yNew York, NY 10001 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of June 1, 2007 (as amended, modified or supplemented from...Equity Commitment Letter • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear
Reference is made to that certain Agreement and Plan of Merger, dated as of June 1, 2007 (as amended, modified or supplemented from time to time, the "MERGER AGREEMENT"), by and among Everlast Worldwide, Inc., a Delaware corporation (the "COMPANY"), Hidary Group Acquisitions, LLC, a Delaware limited liability company ("PARENT"), and Hidary Group Acquisitions, Inc., a Delaware corporation ("MERGER SUB"). Capitalized terms used in this letter (this "EQUITY COMMITMENT LETTER") and not defined herein have the meanings ascribed to such terms in the Merger Agreement.
June 1, 2007 Everlast Worldwide Inc. 1350 Broadway New York, NY 10018 Ladies and Gentlemen: To induce Everlast Worldwide Inc., a Delaware corporation (the "COMPANY"), to enter into an Agreement and Plan of Merger of even date herewith (as amended and...Guarantee Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear
To induce Everlast Worldwide Inc., a Delaware corporation (the "COMPANY"), to enter into an Agreement and Plan of Merger of even date herewith (as amended and restated, supplemented or otherwise modified from time to time, the "MERGER AGREEMENT"), by and among Hidary Group Acquisitions, LLC, a Delaware limited liability company ("PARENT"), Hidary Group Acquisitions, Inc., a Delaware corporation ("MERGER SUB") and the Company, pursuant to which Merger Sub will merge with and into the Company, the undersigned hereby absolutely, unconditionally and irrevocably guarantee to the Company the due and punctual performance and discharge of the greater of (a) The Hidary Group, LLC's ("HIDARY") pro rata portion (which shall be equal to a fraction, the numerator of which shall be the amount of Hidary's equity commitment and the denominator of which shall be the aggregate equity commitment of all investors in Parent) of the Parent Termination Fee and (b) 70% of the Parent Termination Fee less the a
RECITALSInterim Investors Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear • New York
LIMITED GUARANTEE Limited Guarantee, dated as of June 13, 2007 (this "LIMITED GUARANTEE"), by Aquamarine Master Fund, L.P. (the "GUARANTOR"), in favor of Everlast Worldwide Inc. (the "GUARANTEED PARTY"). 1. LIMITED GUARANTEE. In connection with that...Limited Guarantee • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear • New York
June 18, 2007 To: Hidary Group Acquisitions, LLC Re: Everlast Worldwide Inc. Gentlemen: Reference is made to the Agreement and Plan of Merger dated as of June 1, 2007 (as it may be amended from time to time, the "MERGER AGREEMENT"), by and among...Merger Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear
Reference is made to the Agreement and Plan of Merger dated as of June 1, 2007 (as it may be amended from time to time, the "MERGER AGREEMENT"), by and among Hidary Group Acquisitions, LLC, a Delaware limited liability company ("PARENT"), Hidary Group Acquisitions, Inc., a Delaware corporation ("MERGER SUB") and Everlast Worldwide Inc., a Delaware corporation (the "COMPANY"), pursuant to which Merger Sub will be merged with and into the Company (the "MERGER"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The undersigned and the parties to the Equity Commitment Letters (and such other parties that enter into similar equity commitment letters with Parent) are collectively referred to herein as the "INVESTORS".
LIMITED GUARANTEE Limited Guarantee, dated as of June 18, 2007 (this "LIMITED GUARANTEE"), by Burlingame Asset Management, LLC, for itself and on behalf of its funds and managed accounts (the "GUARANTOR"), in favor of Everlast Worldwide Inc. (the...Limited Guarantee • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear • New York
June 13, 2007 To: Hidary Group Acquisitions, LLC Re: Everlast Worldwide Inc. Gentlemen: Reference is made to the Agreement and Plan of Merger dated as of June 1, 2007 (as it may be amended from time to time, the "MERGER AGREEMENT"), by and among...Merger Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear
Reference is made to the Agreement and Plan of Merger dated as of June 1, 2007 (as it may be amended from time to time, the "MERGER AGREEMENT"), by and among Hidary Group Acquisitions, LLC, a Delaware limited liability company ("PARENT"), Hidary Group Acquisitions, Inc., a Delaware corporation ("MERGER SUB") and Everlast Worldwide Inc., a Delaware corporation (the "COMPANY"), pursuant to which Merger Sub will be merged with and into the Company (the "MERGER"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The undersigned and the parties to the Equity Commitment Letters (and such other parties that enter into similar equity commitment letters with Parent) are collectively referred to herein as the "INVESTORS".
