AGREEMENT AND PLAN OF MERGER BY AND AMONG KCP HOLDCO, INC., KCP MERGERCO, INC. AND KENNETH COLE PRODUCTIONS, INC. DATED AS OF JUNE 6, 2012Agreement and Plan of Merger • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement“), dated as of June 6, 2012, is entered into by and among KCP HOLDCO, INC., a Delaware corporation (“Parent“), KCP MERGERCO, INC., a New York corporation and wholly owned subsidiary of Parent (“Merger Sub“), and KENNETH COLE PRODUCTIONS, INC., a New York corporation (the “Company“ and, together with Parent and Merger Sub, the “Parties“). Certain capitalized terms used in this Agreement are used as defined in Section 8.11.
VOTING AGREEMENTVoting Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This VOTING AGREEMENT (this “Agreement”), dated as of June 6, 2012, is entered into by and among Kenneth Cole Productions, Inc., a New York corporation (the “Company”), and each of the stockholders of the Company listed on Annex A hereto (each a “Stockholder” and collectively, the “Stockholders”).
ROLLOVER AGREEMENTRollover Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This Rollover Agreement (this “Agreement”) is made and entered into as of June 6, 2012, by and among Cole Family Holdco, LLC, a Delaware limited liability company (“Family LLC”), and the stockholders (“Family Stockholders”) of Kenneth Cole Productions, Inc. (the “Company”) listed on Annex A attached hereto.
EXCHANGE AGREEMENTExchange Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of June 6, 2012, by and among Cole Family Holdco, LLC, a Delaware limited liability company (“Family LLC”), KCP Holdco, Inc., a Delaware corporation and wholly-owned subsidiary of Family LLC (“Parent”), and KCP Acquisitions, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Intermediate Holdco”, and together with Family LLC and Parent, the “Parties”).
June 6, 2012Merger Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This letter sets forth the commitment of Marlin Equities VII, LLC (the “Investor”) to purchase certain equity securities (as described herein) of KCP Holdco, Inc. (“Parent”), which has been formed for the purpose of acquiring Kenneth Cole Productions, Inc. (the “Company”) through the merger of KCP Mergerco, Inc. (“Merger Sub”) with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of June 6, 2012 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”). Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
LIMITED GUARANTEELimited Guarantee • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
Limited Guarantee, dated as of June 6, 2012 (this “Limited Guarantee”), by Kenneth D. Cole (the “Guarantor”) in favor of Kenneth Cole Productions, Inc., a New York corporation (the “Guaranteed Party”).
June 6, 2012Merger Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This letter sets forth the commitment of (i) Cole Family Holdco, LLC (the “Investor”) and Kenneth D. Cole (“KDC”) to jointly and severally purchase equity securities of KCP Holdco, Inc. (“Parent”), which has been formed for the purpose of acquiring Kenneth Cole Productions, Inc. (the “Company”) through the merger of KCP Mergerco, Inc. (“Merger Sub”) with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of June 6, 2012 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”) and (ii) the Family Stockholders (as defined in the Merger Agreement) to effectuate, and cause the Investor, Parent and KCP Acquisitions, Inc. (“Intermediate Holdco”) to effectuate, the transactions contemplated by the Rollover Agreement, attached hereto as Exhibit A, and the Exchange Agreement, attached hereto as Exhibit B, immediately prior to the Effective Time
