Execution Copy STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (this "Agreement") is made as of October __, 2005, by and among Goody's Family Clothing, Inc., a Tennessee corporation (the "Company"), GF Goods Inc., a Delaware corporation ("Parent"),...Stock Option Agreement • October 24th, 2005 • GMM Capital LLC • Retail-family clothing stores • Tennessee
October 23, 2005 GF Goods Inc. c/o GMM Capital LLC 689 Fifth Avenue 14th Floor New York, NY 10022 Gentlemen and Ladies: Reference is made to that certain Acquisition Agreement and Agreement and Plan of Merger Agreement (the "Agreement"), to be entered...Acquisition Agreement • October 24th, 2005 • GMM Capital LLC • Retail-family clothing stores • New York
This letter will confirm the commitment of Prentice Capital Management, LP, on behalf of one or more of its affiliated funds or managed accounts ("Prentice") and GMM Capital LLC ("GMM"), to provide equity and debt financing (the "Financing") to AcquisitionCo in an amount in cash sufficient for the payment of the aggregate Offer Price, at or prior to the Offer Payment Date (the "Offer Contribution Obligation"), and the aggregate Merger Consideration and Option Consideration, at or prior to the Effective Time (the "Merger Contribution Obligation"). The proceeds to AcquisitionCo from this financing will be used to provide the financing for the acquisition of the Company pursuant to the Agreement (the "Acquisition").
Execution Copy SUPPORT AGREEMENT This SUPPORT AGREEMENT (this "Agreement") is entered into as of October __, 2005, by and among GF Goods Inc., a Delaware corporation ("Parent"), GF Acquisition Corp., a Tennessee corporation ("Acquisition Corp."), and...Support Agreement • October 24th, 2005 • GMM Capital LLC • Retail-family clothing stores • Tennessee
by and amongAcquisition Agreement • October 24th, 2005 • GMM Capital LLC • Retail-family clothing stores • Tennessee
