SHARE TENDER AGREEMENTShare Tender Agreement • September 12th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores • Delaware
This SHARE TENDER AGREEMENT (this “Agreement”), is dated as of September 10, 2007 (this “Agreement”), by and among Redcats USA, Inc., a Delaware corporation (“Parent”), Boulevard Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), United Retail Group, Inc., a Delaware corporation (the “Company”), and Raphael Benaroya, in his capacity as stockholder of the Company (the “Stockholder”).
George Remeta Amendment to Employment AgreementGeorge Remeta • September 12th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores
This document (the “Amendment”) constitutes an amendment to the Employment Agreement, as restated on June 15, 2007 (the “Current Agreement”), between George Remeta (the “Executive”) and United Retail Group, Inc. (the “Company”), effective as of, and subject to, the occurrence of the “Acceptance Time” (as such term is defined in the Agreement and Plan of Merger (the “Merger Agreement”) by and among Redcats USA, Inc. (“Parent”), Boulevard Merger Sub, Inc. and the Company). To the extent this Amendment conflicts with any provision of the Current Agreement or addresses subject matters not addressed in the Current Agreement, this Amendment shall govern. Otherwise, the Current Agreement shall remain in effect until and unless terminated in accordance with its terms. Capitalized terms that are used and not defined herein shall have the meaning set forth in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER Dated as of September 10, 2007 among REDCATS USA, INC., BOULEVARD MERGER SUB, INC. and UNITED RETAIL GROUP, INC.Agreement and Plan of Merger • September 12th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 10, 2007 (this "Agreement"), is among Redcats USA, Inc., a Delaware corporation ("Parent"), Boulevard Merger Sub, Inc., a newly formed Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and United Retail Group, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are as defined in Section 8.11.
Kenneth Carroll Amendment to Employment AgreementKenneth Carroll • September 12th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores
This document (the “Amendment”) constitutes an amendment to the Employment Agreement, as restated on June 15, 2007 (the “Current Agreement”), between Kenneth Carroll (the “Executive”) and United Retail Group, Inc. (the “Company”), effective as of, and subject to, the occurrence of the “Acceptance Time” (as such term is defined in the Agreement and Plan of Merger (the “Merger Agreement”) by and among Redcats USA, Inc. (“Parent”), Boulevard Merger Sub, Inc. and the Company). To the extent this Amendment conflicts with any provision of the Current Agreement or addresses subject matters not addressed in the Current Agreement, this Amendment shall govern. Otherwise, the Current Agreement shall remain in effect until and unless terminated in accordance with its terms. Capitalized terms that are used and not defined herein shall have the meaning set forth in the Merger Agreement.
AMENDMENT TO RIGHTS AGREEMENTAmendment to Rights Agreement • September 12th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores • Delaware
This Amendment dated as of September 10, 2007 (this “Amendment”), amends the Rights Agreement, dated as of September 14, 1999 (the “Agreement”), by and between United Retail Group, Inc. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York banking corporation (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
Raphael Benaroya Amendment to Employment AgreementRaphael Benaroya • September 12th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores
This document (the “Amendment”) constitutes an amendment to the Employment Agreement, as restated on June 15, 2007 (the “Current Agreement”), between Raphael Benaroya (the “Executive”) and United Retail Group, Inc. (the “Company”), effective as of, and subject to, the occurrence of the “Acceptance Time” (as such term is defined in the Agreement and Plan of Merger (the “Merger Agreement”) by and among Redcats USA, Inc. (“Parent”), Boulevard Merger Sub, Inc. and the Company). To the extent this Amendment conflicts with any provision of the Current Agreement or addresses subject matters not addressed in the Current Agreement, this Amendment shall govern. Otherwise, the Current Agreement shall remain in effect until and unless terminated in accordance with its terms. Capitalized terms that are used and not defined herein shall have the meaning set forth in the Merger Agreement.
