0001193125-11-205111 Sample Contracts

PHOENIX FOOTWEAR GROUP, INC. VOTING AGREEMENT DATED AS OF JULY 21, 2011

Voting Agreement • August 2nd, 2011 • Riedman Corp • Footwear, (no rubber) • Delaware

• Contract Type
  Voting Agreement
• Filed
  August 2nd, 2011
• Company
  Riedman Corp
• Industry
  Footwear, (no rubber)
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of July 21, 2011, among PHOENIX FOOTWEAR GROUP, INC. a Delaware corporation (the “Company”), Steven Tannenbaum (“Mr. Tannenbaum”), individually, Greenwood Investments, Inc. (“Greenwood”), Greenwood Capital LP, and Greenwood Investors LP (the “Investors”, and together with Mr. Tannenbaum, Greenwood and the Investors, the “Greenwood Stockholders”), and James R. Riedman (“Mr. Riedman”), individually , and Riedman Corporation, (the “Riedman Stockholders” and together with the Greenwood Stockholders, the “Stockholders”).

PHOENIX FOOTWEAR GROUP, INC. INVESTOR AGREEMENT DATED AS OF JULY 21, 2011

Investor Agreement • August 2nd, 2011 • Riedman Corp • Footwear, (no rubber) • Delaware

• Contract Type
  Investor Agreement
• Filed
  August 2nd, 2011
• Company
  Riedman Corp
• Industry
  Footwear, (no rubber)
• Jurisdiction
  Delaware

THIS INVESTOR AGREEMENT (this “Agreement”), dated as of July 21, 2011, between PHOENIX FOOTWEAR GROUP, INC. a Delaware corporation (the “Company”), and GREENWOOD CAPITAL LP and GREENWOOD INVESTORS LP (collectively the “Investors”) and, for the purposes of Section 4.5 (Standstill), James R. Riedman and Riedman Corporation.

Joint Filing Agreement

Joint Filing Agreement • August 2nd, 2011 • Riedman Corp • Footwear, (no rubber)

• Contract Type
  Joint Filing Agreement
• Filed
  August 2nd, 2011
• Company
  Riedman Corp
• Industry
  Footwear, (no rubber)

The undersigned agree to file jointly with the U.S. Securities and Exchange Commission the Schedule 13D, and all amendments thereto, required by Commission Rules with respect to their ownership of Phoenix Footwear Group, Inc. Common Stock, par value $.01 per share.

SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 21, 2011 AMONG PHOENIX FOOTWEAR GROUP, INC. GREENWOOD CAPITAL LP AND GREENWOOD INVESTORS LP

Securities Purchase Agreement • August 2nd, 2011 • Riedman Corp • Footwear, (no rubber) • Delaware

• Contract Type
  Securities Purchase Agreement
• Filed
  August 2nd, 2011
• Company
  Riedman Corp
• Industry
  Footwear, (no rubber)
• Jurisdiction
  Delaware

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 21, 2011, between PHOENIX FOOTWEAR GROUP, INC. a Delaware corporation (the “Company”), and GREENWOOD CAPITAL LP and GREENWOOD INVESTORS LP (each an “Investor” and collectively the “Investors”).