SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2004 • Broder Bros Co • Wholesale-apparel, piece goods & notions • Delaware
THIS SECURITIES PURCHASE AGREEMENT, dated as of August 31, 2004 (this “Agreement”), is made by and among Broder Bros., Co., a Michigan corporation (the “Company”) and the Persons set forth on the “Schedule of Purchasers” attached hereto (hereinafter referred to collectively as the “Purchasers” and individually as a “Purchaser”). The Purchasers will purchase, severally and not jointly, the number of shares of stock and warrants listed on the Schedule of Purchasers attached hereto. Except as otherwise indicated, capitalized terms used herein are defined in Section 6 hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG NES CLOTHING COMPANY HOLDINGS TRUST, THE SHAREHOLDERS OF NES CLOTHING COMPANY HOLDINGS TRUST, NES ACQUISITION CORP. AND (solely with respect to Sections 2.9, 9.1 and 9.16) BRODER BROS., CO. DATED AS OF AUGUST...Agreement and Plan of Merger • September 7th, 2004 • Broder Bros Co • Wholesale-apparel, piece goods & notions • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 30, 2004, by and among NES Clothing Company Holdings Trust, a Massachusetts Business Trust (the “Company”), Ronald J. Nathan (“Nathan”), Michael J. Rosow and the Rosow Family Children’s Trust (each a “Shareholder” and collectively, the “Shareholders”), NES Acquisition Corp., a Delaware corporation (“Merger Corp.”) and, solely with respect to Sections 2.9, 9.1 and 9.16, Broder Bros., Co., a Michigan corporation (“Broder”). Capitalized terms used in this Agreement without definition shall have the meanings given to such terms in Article 1 hereof.
