AGREEMENT AND PLAN OF MERGER by and among NAF HOLDINGS II, LLC, NAF ACQUISITION CORP. and HAMPSHIRE GROUP, LIMITED Dated as of February 23, 2009Agreement and Plan of Merger • February 24th, 2009 • Hampshire Group LTD • Knit outerwear mills • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) is entered into as of February 23, 2009, by and among NAF Holdings II, LLC (“Parent”), a Delaware limited liability company, NAF Acquisition Corp. (“Purchaser”), a Delaware corporation and direct wholly-owned subsidiary of Parent, and Hampshire Group, Limited, a Delaware corporation (the “Company”).
GUARANTEE EFREM GERSZBERGEfrem Gerszberg • February 24th, 2009 • Hampshire Group LTD • Knit outerwear mills • Delaware
Guarantee, dated as of February 23, 2009 (this “Guarantee”), by Efrem Gerszberg (the “Guarantor”), in favor of Hampshire Group, Limited, a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof, between NAF Acquisition Corp., a Delaware corporation, NAF Holdings II, LLC, a Delaware limited liability company (collectively, the “Purchaser”) and the Guaranteed Party (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 24th, 2009 • Hampshire Group LTD • Knit outerwear mills • New York
This FIRST AMENDMENT TO RIGHTS AGREEMENT dated as of February 23, 2009 (the “Amendment”) is entered into by and between Hampshire Group, Limited, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
