LIMITED GUARANTEELimited Guarantee • March 2nd, 2020 • Stein Mart Inc • Retail-family clothing stores
THIS LIMITED GUARANTEE (“Guarantee”) is made as of January 30, 2020, by Kingswood Capital Opportunities Fund I, L.P. and Kingswood Capital Opportunities Fund I-A, L.P., jointly and severally (each, a “Guarantor”, and together, the “Guarantors”), in favor of Stein Mart, Inc., a Florida corporation (the “Company”).
January 30, 2020 Stratosphere Holdco, LLC c/o Kingswood Capital Management, L.P. 11777 San Vicente Blvd. Suite 650 Los Angeles, CA 90049 Attention: Alex WolfLetter Agreement • March 2nd, 2020 • Stein Mart Inc • Retail-family clothing stores • Florida
This letter agreement (this “Agreement”) sets forth the commitment of Stein Family Holdco LLC (the “Rollover Investor”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Common Stock described in Section 1 below to Stratosphere Holdco, LLC, a Delaware limited liability company (“Parent”), in exchange for equity securities of Parent as described in Section 1 below. It is contemplated that, pursuant to the Agreement and Plan of Merger dated as of January 30, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Stratosphere Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Stein Mart, Inc., a Florida corporation (the “Company”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger. Each capitalized term used and not defined herei
