ARTICLE IVoting Agreement • June 29th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
amongAgreement and Plan of Merger • June 4th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • Delaware
Execution Copy AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 29, 2007 THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2007 (this "Amendment"), is made by and among: (1) BRANDS HOLDINGS LIMITED, a private...Agreement and Plan of Merger • July 2nd, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • Delaware
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear
CONTRACT PERIODAmendment Agreement • January 17th, 1997 • Active Apparel Group Inc • Women's, misses', and juniors outerwear
LICENSE AGREEMENT between EVERLAST WORLD'S BOXING HEADQUARTERS CORP. and ACTIVE APPAREL GROUP, INC. LICENSEE (Men's Apparel) (United States)License Agreement • March 30th, 1999 • Active Apparel Group Inc • Women's, misses', and juniors outerwear • New York
AGREEMENTAgreement • June 6th, 2005 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear
amongAgreement and Plan of Merger • June 29th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • Delaware
Exhiit 99.1 SETH HOROWITZ THE ESTATE OF GEORGE Q HOROWITZ C/O EVERLAST WORLDWIDE INC. 1350 BROADWAY NEW YORK, NEW YORK 10018 June 19, 2007 Hidary Group Acquisitions, LLC Hidary Group Acquisitions, Inc. c/o Hidary Group Acquisitions, LLC 10 West 33rd...Voting Agreement • June 21st, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear
AGREEMENT OF LEASE 1350 BROADWAY ASSOCIATES LandlordAgreement of Lease • March 30th, 2004 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear
RECITALSSettlement Agreement and Mutual Release • August 3rd, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • Delaware
1350 BROADWAY ASSOCIATES -------------------------------------------------------- Landlord, to ACTIVE APPAREL GROUP, INC. -------------------------------------------------------- Tenant. LEASE -------------------------------------Active Apparel Group Inc • March 20th, 2000 • Women's, misses', and juniors outerwear
Exhibit 10.39 AMENDMENT OF EMPLOYMENT AGREEMENT This AMENDMENT OF EMPLOYMENT AGREEMENT is dated as of August 9, 1996, between Active Apparel Group, Inc., a Delaware corporation (the "Company"), and George Horowitz (the "Executive").Employment Agreement • March 31st, 1997 • Active Apparel Group Inc • Women's, misses', and juniors outerwear
BETWEENLicense Agreement • December 20th, 2005 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear
Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "FIRST AMENDMENT") made on this 26th day of April, 2007, by and between Everlast Worldwide Inc., a Delaware corporation, with its principal place of...Employment Agreement • April 27th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear
Exhibit 99.2 COMMON STOCK PURCHASE WARRANT EVERLAST WORLDWIDE INC. Dated: January 1, 2006 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY...Common Stock Purchase Warrant • December 20th, 2005 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
EXHIBIT 99.2 AGREEMENT ---------2 Agreement • January 15th, 2004 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
EMPLOYMENT AGREEMENT This agreement dated as of May 2, 2007, between Everlast Worldwide Inc., a corporation incorporated under the laws of the State of Delaware, with its principal place of business located at 1350 Broadway (Suite 2300), New York, NY...Employment Agreement • May 11th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
Shares EVERLAST WORLDWIDE INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • March 22nd, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
PIPER JAFFRAY & CO. As Representative of the several Underwriters named in Schedule II hereto c/o Piper Jaffray & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402
ANDActive Apparel Group Inc • September 15th, 1998 • Women's, misses', and juniors outerwear
Exhibit 99.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "SECOND AMENDMENT") made on this 22nd day of May, 2007, by and between Everlast Worldwide Inc., a Delaware corporation, with its principal place of...Employment Agreement • May 23rd, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear
FIFTH AMENDMENT ---------------Active Apparel Group Inc • March 30th, 1999 • Women's, misses', and juniors outerwear
Exhibit 99.1 AGREEMENT AND RELEASE Agreement and Release ("Agreement") executed this 27th day of April, 2007, by and between Hal G. Worsham ("Employee") who resides at 260 Summer Street, North Andover, MA 01845 and Everlast Worldwide Inc. and its...Agreement and Release • April 30th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
SECURITIES PURCHASE AGREEMENT, dated as of February 7, 2006, by and between Everlast Worldwide Inc., a Delaware corporation (the “Company”) and Arlene Shechet, an individual with a principal contact address of 52 White Street, Buzzer #3, New York, NY 10013 (the “Seller”).
THIS CONSOLIDATED AMENDMENT AGREEMENT made and entered into as of the 1st day of January, 1997 by and between Everlast World's Boxing Headquarters Corp., a New York corporation of 750 East 132nd Street, Bronx, New York 10454 ("Everlast"), and Active...Consolidated Amendment Agreement • January 17th, 1997 • Active Apparel Group Inc • Women's, misses', and juniors outerwear
Exhibit 10.4 Mr. Tom Higgerson 4 Garfield Court North Brunswick, N.J. 08902-1006 Dear Tom: This letter will serve to confirm our understanding and agreement with respect to your employment by Everlast Worldwide Inc. ["Everlast"] 1. DUTIES: You will...Everlast Worldwide Inc • April 27th, 2007 • Women's, misses', and juniors outerwear
Exhibit 10.5 EMPLOYMENT AGREEMENT This agreement dated as of April 3, 2007, between Everlast Worldwide Inc., a corporation incorporated under the laws of the State of Delaware, with its principal place of business located at 1350 Broadway (Suite...Employment Agreement • April 27th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
AMENDED AND RESTATED FACTORING AGREEMENTFactoring Agreement • February 10th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
THIS AMENDED AND RESTATED FACTORING AGREEMENT ("Agreement") made and executed this 7th day of February, 2006 by and between Everlast Worldwide Inc., Everlast World’s Boxing Headquarters Corporation, Everlast Sports Mfg. Corp. ("Client") and WELLS FARGO CENTURY, INC. ("Factor")
July 23, 1996 Mr. Donald J Horowitz 3457 East Alder Seattle, Washington 98122 Dear Don: This letter sets forth the agreement pursuant to which you will provide services as an employee of Active Apparel Group, Inc. ("AAG"), effective September 1, 1996....Active Apparel Group Inc • March 31st, 1997 • Women's, misses', and juniors outerwear
May 26, 1998 Active Apparel Group, Inc. 1350 Broadway, Suite 2300 New York, NY 10018 Attn: Edward R. Epstein, Esq. Reference is made to the agreement dated March 28, 1996, and as amended as of October 21, 1997, with respect to "MTV's THE GRIND" (the...Active Apparel Group Inc • November 13th, 1998 • Women's, misses', and juniors outerwear
FOURTH AMENDMENTActive Apparel Group Inc • March 31st, 1997 • Women's, misses', and juniors outerwear
Exhibit 10.2 ERE RETAINER AGREEMENT RETAINER AGREEMENT This agreement dated as of July 1, 2006, between Everlast WorldWide Inc., a corporation incorporated under the laws of the State of Delaware, with its principal place of business located at 1350...Ere Retainer Agreement • August 4th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
MTV Letterhead] Active Apparel Group, Inc. May 26, 1998 1350 Broadway, Suite 2300 New York, NY 10018 Attn: Edward R. Epstein, Esq. Reference is made to the agreement dated March 28, 1996, and as amended as of October 21, 1997, with respect to "MTV's...Active Apparel Group Inc • March 30th, 1999 • Women's, misses', and juniors outerwear
Exhibit 10.1 GARY EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This agreement dated as of January 1, 2006, between Everlast WorldWide Inc., a corporation incorporated under the laws of the State of Delaware, with its principal place of business located...Gary Employment Agreement • August 4th, 2006 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear • New York
July 26, 2007 Hidary Group Acquisitions, LLC 10 W. 33rd Street, 9th Floor New York, New York 10001 Attention: Jack D. Hidary Gentlemen: We are aware of your position that the Agreement and Plan of Merger, dated as of June 1, 2007, among Hidary Group...Everlast Worldwide Inc • July 30th, 2007 • 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.
