PROMISSORY NOTEHampshire Group LTD • September 21st, 2015 • Knit outerwear mills • New York
This Promissory Note (“Note”) is being issued pursuant to that certain Stock Purchase Agreement, dated as of April 10, 2015, as amended, among DAVID LEIF GREN, RIO ASSET HOLDINGS, LLC, RIO ASSET HOLDCO, LLC, HAMPSHIRE GROUP, LIMITED, HAMPSHIRE INTERNATIONAL, LLC and RIO GARMENT, S.A. (the “Purchase Agreement”).
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER AND JOINDER TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 21st, 2015 • Hampshire Group LTD • Knit outerwear mills • New York
THIS ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER AND JOINDER TO STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 15, 2015, by and among DAVID GREN (“Gren”) and MINOR VALLE (“Valle”) (each of Gren and Valle individually is referred to sometimes as “Assignor” and together as the “Assignors”), on the one hand, and RIO ASSET HOLDINGS, LLC and RIO ASSET HOLDCO, LLC (together, the “Assignees”), on the other hand.
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 21st, 2015 • Hampshire Group LTD • Knit outerwear mills • New York
THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (“Amendment”) is made and dated as of September 15, 2015 (the “Amendment Date”), by and among DAVID LEIF GREN (“Gren”), RIO ASSET HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), RIO ASSET HOLDCO, LLC, a Delaware limited liability company (“Holdings”), (each of Holdings and Holdco individually is referred to sometimes as a “Buyer” and collectively as the “Buyers”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Hampshire”), HAMPSHIRE INTERNATIONAL, LLC, a Delaware limited liability company (“International”) (Hampshire and International individually are referred to sometimes as a “Seller” and collectively as the “Sellers”) and Rio Garment, S.A., a Sociedad Anónima formed under the laws of Honduras (“Rio”). The parties hereto individually are referred to sometimes as a “Party” and collectively as the “Parties.”
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 21st, 2015 • Hampshire Group LTD • Knit outerwear mills • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of the 15th day of September, 2015 by David Leif Gren, with an address at 12385 E. Tuscola Road, Frankenmuth, MI 48734 (the “Pledgor”) to Hampshire Group, Limited with an address at 114 West 41st Street New York, NY 10036 (the “Secured Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Guaranty Agreement (defined below).
GUARANTY AGREEMENTGuaranty Agreement • September 21st, 2015 • Hampshire Group LTD • Knit outerwear mills • New York
This GUARANTY AGREEMENT(this “Agreement”), dated as of September 15, 2015, is made by and among DAVID LEIF GREN, an individual (“David”), and ANGELA MARIE SMITH, an individual (“Angela”) (each of the foregoing is referred to individually as a “Guarantor” and collectively as the “Guarantors”), and HAMPSHIRE GROUP, LIMITED, a Delaware corporation, and HAMPSHIRE INTERNATIONAL, LLC, a Delaware limited liability company (each of the foregoing is referred to individually as a “Seller” and collectively as the “Sellers”) (each of the Guarantors and Sellers is referred to individually as a “Party” and collectively as the “Parties”).
