EQUITY AND ASSET PURCHASE AGREEMENT By and Among THE EQUITY HOLDERS OF VIONIC GROUP LLC AND VIONIC INTERNATIONAL LLC VCG HOLDINGS LTD. CHRISTOPHER T. GALLAGHER AND DANIEL M. SANNER (solely in their capacity as Sellers’ Representative) CHRISTOPHER T....Equity and Asset Purchase Agreement • October 19th, 2018 • Caleres Inc • Footwear, (no rubber) • Delaware
THIS EQUITY AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2018, by and among the parties signing this Agreement as equity sellers (the “Equity Sellers”), VCG Holdings Ltd., a Cayman Islands corporation, as asset seller (the “Asset Seller”, and together with the Equity Sellers, the “Sellers”), Christopher T. Gallagher and Daniel M. Sanner, solely in their capacity as Sellers’ Representative, Christopher T. Gallagher and C. Bruce Campbell (the “Individual Parties”), solely for purposes of being bound by Section 8.06 and Section 12.17 and Caleres, Inc., a New York corporation (the “Buyer”). The Sellers, Sellers’ Representative and the Buyer are referred to herein collectively as the “Parties” and each individually as a “Party” and the Individual Parties shall be deemed to be “Parties” for purposes of the provisions to which they provide specific representations or covenants hereunder and provisions that are incorporated therein or necessary to
