▇▇▇▇ ▇▇▇▇▇▇▇▇
THE ESTATE OF ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
C/O EVERLAST WORLDWIDE INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
June 19, 2007
▇▇▇▇▇▇ Group Acquisitions, LLC
▇▇▇▇▇▇ Group Acquisitions, Inc.
c/o Hidary Group Acquisitions, LLC
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Voting Agreement (the "Voting Agreement") dated as of June 4,
2007, by and among ▇▇▇▇▇▇ Group Acquisitions, LLC ("Parent"),
▇▇▇▇▇▇ Group Acquisitions, Inc. ("Merger Sub"), ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ and The Estate of ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ (each, a
"Stockholder" and together, the "Stockholders")
Dear Sirs:
Reference is made to Section 1.2(d) of the Voting Agreement.
Capitalized terms used herein and not otherwise defined shall have the same
meaning ascribed to them in the Voting Agreement. Parent, ▇▇▇▇▇▇ Sub and each of
the Stockholders hereby agree that clauses (i) and (ii) of the second sentence
of Section 1.2(d) be revised to read in their entirety as follows:
"(i) 169,514 shares of Common Stock held by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and
(ii) 616,360 shares of Common Stock held by The Estate of ▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇."
Except to the extent expressly amended as described above, the Voting Agreement
remains in full force and effect as previously executed and delivered by the
parties thereto.
This letter shall be governed by, construed and enforced in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law thereof.
IN WITNESS WHEREOF, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub and the Stockholders have caused
this Agreement to be duly executed as of the day and year first above written.
▇▇▇▇▇▇ Group Acquisitions, LLC
▇▇▇▇▇▇ Group Acquisitions, Inc.
June 19, 2007
Page 2
▇▇▇▇▇▇ GROUP ACQUISITIONS, LLC
By: The ▇▇▇▇▇▇ Group LLC,
its member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇ GROUP ACQUISITIONS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & Chief
Executive Officer
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
THE ESTATE OF ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Trustee
