EVERLAST WORLDWIDE INC.Confidentiality and Standstill Agreement • July 31st, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear
We are aware of your position that the Agreement and Plan of Merger, dated as of June 1, 2007, among Hidary Group Acquisitions, LLC, Hidary Group Acquisitions, Inc. (collectively, “Hidary”) and Everlast Worldwide Inc. (“Everlast”) (the “Hidary Merger Agreement”), remains in effect. We are also aware of your position that, as a consequence, the standstill provision of the Confidentiality and Standstill Agreement, dated as of May 9, 2007, between M. Hidary & Company, Inc. and Everlast (the “Confidentiality Agreement”), that would, among other things, prohibit Hidary from undertaking a tender offer for shares of Everlast’s stock or otherwise make an acquisition proposal under the Agreement and Plan of Merger, dated as of June 28, 2007, by and among Everlast, Brands Holdings Limited and EWI Acquisition, Inc. (the “Brands Merger Agreement”), remains in effect.
