ASSET PURCHASE AGREEMENT by and among TANGERINE PROMOTIONS, LTD., TANGERINE PROMOTIONS WEST, INC., THE EQUITY AND PHANTOM EQUITY HOLDERS OF TANGERINE PROMOTIONS, LTD. AND TANGERINE PROMOTIONS WEST, INC., and BAMKO, LLC Dated as of November 30, 2017Escrow Agreement • December 1st, 2017 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
This ASSET PURCHASE AGREEMENT is made and entered into as of November 30, 2017, by and among TANGERINE PROMOTIONS, LTD., an Illinois corporation ("LTD"), TANGERINE PROMOTIONS WEST, INC., a California corporation ("West")(LTD and West are referred to herein, individually as a "Seller Entity" and collectively, as the "Seller Entities"), Steve Friedman, the sole shareholder of the Seller Entities (the "Shareholder"), Adam Rosenbaum, the holder of a phantom stock interest in the Seller Entities ("Rosenbaum" and together with Shareholder, the "Sellers"), and BAMKO, LLC, a Delaware limited liability company (the "Buyer"). SUPERIOR UNIFORM GROUP, INC. ("Parent") joins in this Agreement for the limited purpose of making the deliveries contemplated by Section 2.6(d)(v) and (vi), and providing the guaranty specified in Section 6.15. Buyer, the Sellers and the Seller Entities are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."
