AGREEMENT AND PLAN OF MERGER by and among MRGB HOLD CO., MRVK MERGER CO. and R.G. BARRY CORPORATION dated as of May 1, 2014Merger Agreement • May 2nd, 2014 • Barry R G Corp /Oh/ • Footwear, (no rubber) • Ohio
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 1, 2014, by and among MRGB Hold Co., a Delaware corporation (“Parent”), MRVK Merger Co., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and R.G. Barry Corporation, an Ohio corporation (the “Company”).
THIRD AMENDMENT TO THE RIGHTS AGREEMENTRights Agreement • May 2nd, 2014 • Barry R G Corp /Oh/ • Footwear, (no rubber) • Ohio
THIS THIRD AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of May 1, 2014, by and between R. G. Barry Corporation (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent,” which term shall include any successor Rights Agent hereunder). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Rights Agreement (as such term is defined in the recitals below).
VOTING AGREEMENTVoting Agreement • May 2nd, 2014 • Barry R G Corp /Oh/ • Footwear, (no rubber) • Ohio
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of May 1, 2014, by and between Mill Road Capital II, L.P., a Delaware limited partnership (“Shareholder”), and R. G. Barry Corporation, an Ohio corporation (the “Company”).
SPONSOR GUARANTEE May 1, 2014Sponsor Guarantee • May 2nd, 2014 • Barry R G Corp /Oh/ • Footwear, (no rubber) • Ohio
This Sponsor Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road Capital II, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of R. G. Barry Corporation, an Ohio corporation (the “Company”). Capitalized terms used in this Guarantee but not otherwise defined herein have the respective meanings given to such terms in that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Company, MRGB Hold Co., a Delaware corporation (“Parent”), and MRVK Merger Co., an Ohio corporation (“Merger Sub”).
SECOND AMENDMENT TO THE RIGHTS AGREEMENTRights Agreement • May 2nd, 2014 • Barry R G Corp /Oh/ • Footwear, (no rubber) • Ohio
THIS SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of May 1, 2014, by and between R. G. Barry Corporation (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent,” which term shall include any successor Rights Agent hereunder). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Rights Agreement (as such term is defined in the recitals below).
