TAILORED BRANDS INC (Form: 8-K12B, Received: 02/01/2016 06:13:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2016

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction
of incorporation)

1-16097
(Commission File Number)

47-4908760
(IRS Employer Identification No.)

6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices)

77072
(Zip Code)

281-776-7000
(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 31, 2016, The Men’s Wearhouse, Inc., a Texas corporation (“Men’s Wearhouse”) reorganized into a holding company structure (the “Reorganization”) pursuant to a merger agreement (the “Merger Agreement”), dated as of January 26, 2016, by and among Men’s Wearhouse, Tailored Brands, Inc. (“Tailored Brands”), a Texas corporation and a direct, wholly owned subsidiary of Men’s Wearhouse, and Holdco Merger Sub, Inc. (“Merger Sub”), a Texas corporation and a direct, wholly owned subsidiary of Tailored Brands, pursuant to and in accordance with Section 10.005 of Texas Business Organizations Code (the “TBOC”).

As provided for in the Merger Agreement, Merger Sub merged with and into Men’s Wearhouse, with Men’s Wearhouse continuing as the surviving corporation and as a wholly-owned subsidiary of Tailored Brands (the “Merger”). Pursuant to the Merger Agreement, the Merger was effective as of 12:01 a.m., Central Standard Time, on January 31, 2016, (the “Effective Time”). In accordance with Section 10.005 of the TBOC, shareholder approval was not required for the Merger.

At the Effective Time, each issued and outstanding share of common stock, par value $0.01, of Men’s Wearhouse was automatically converted into one share of common stock, par value $0.01, of Tailored Brands, having the same designations, preferences, limitations, and relative rights and corresponding obligations in respect of the shares of common stock as the shares of common stock of Men’s Wearhouse. The conversion of the shares of Men’s Wearhouse in the Merger occurred without an exchange of shares. Accordingly, certificates formerly representing outstanding shares of common stock of Men’s Wearhouse are deemed to represent the same number of shares of common stock of Tailored Brands. Further, as part of the Reorganization, Men’s Wearhouse’s treasury shares were canceled. In addition, pursuant to the terms of the Merger Agreement, each share of restricted stock or other equity-based award related to Men’s Wearhouse outstanding immediately prior to the Effective Time (the “Awards”) whether or not then exercisable will be assumed by Tailored Brands. The Awards will continue to have, and be subject to, the same terms and conditions except that the Awards will be exercisable (or will become exercisable in accordance with its terms) for, or shall be denominated with reference to, that number of shares of Tailored Brands common stock equal to the number of shares of Men’s Wearhouse common stock subject to such Awards.

Except as provided by the TBOC, Tailored Brands’ certificate of formation and bylaws immediately following the Merger contain provisions substantively identical to the Amended and Restated Certificate of Incorporation and Sixth Amended and Restated Bylaws of Men’s Wearhouse immediately preceding the Merger. The directors and executive officers of Tailored Brands following the Merger are the same individuals who were directors and executive officers, respectively, of Men’s Wearhouse immediately prior to the Merger.

Upon completion of the Reorganization, Tailored Brands replaced Men’s Wearhouse as the publicly held corporation. Tailored Brands’ common stock will trade on the New York Stock Exchange (“NYSE”) under the trading symbol TLRD.

In connection with the Reorganization, Tailored Brands assumed and agreed to perform all of Men’s Wearhouse’s obligations under the 1996 Long-Term Incentive Plan, the Non-Employee

Director Stock Option Plan, the Employee Stock Discount Plan and the 2004 Long-Term Incentive Plan, as amended and restated (together, the “Equity Plans”). In addition, Tailored Brands became a guarantor of Men’s Wearhouse’s obligations under the Credit Agreement and the Notes, each as described in Item 2.03, which descriptions are incorporated in this Item 1.01 by reference.

In connection with the Reorganization and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Tailored Brands is the successor registrant to Men’s Wearhouse and has succeeded to the attributes of Men’s Wearhouse as the registrant, including Men’s Wearhouse’s commission file number (1-16097). Tailored Brands common stock is deemed to be registered under Section 12(b) of the Exchange Act, and Tailored Brands is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and will hereafter file reports and other information with the Securities and Exchange Commission (the “SEC”) using Men’s Wearhouse’s commission file number. Tailored Brands hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

The foregoing description of the Merger Agreement is qualified in its entirety by this reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the Reorganization, on January 29, 2016, Tailored Brands entered Supplement No. 2 to Guarantee and Collateral Agreement and Supplement No. 2 to ABL Pledge and Security Agreement (the “Supplements”), pursuant to which Tailored Brands and Tailored Shared Services, LLC, a direct wholly owned subsidiary of Men’s Wearhouse (“Shared Services”), each became a guarantor of Men’s Wearhouse’s obligations and indebtedness, as of the Effective Time, under the term loan credit agreement (the “Term Facility”) and the asset-based revolving credit agreement (the “ABL Facility”), dated June 18, 2014 (as amended from time to time, the “2014 Credit Facilities”).

The foregoing description of the Supplements is qualified in its entirety by reference to the full text of the Supplements, which are attached hereto as Exhibits 4.1 and 4.2 and are incorporated herein by reference.

In connection with the Reorganization, on January 29, 2016, Tailored Brands entered into a Second Supplemental Indenture (the “Supplemental Indenture”) to that certain Indenture, dated as of June 18, 2014, by and among Men’s Wearhouse, The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and the guarantors party thereto (as supplemented from time to time, the “Indenture”), relating to Men’s Wearhouse’s $600 million aggregate principal amount of 7% Senior Notes due 2022 (the “Notes”). The Supplemental Indenture was entered into by and among Men’s Wearhouse, Tailored Brands, Shared Services and the Trustee. Pursuant to the Supplemental Indenture, as of the Effective Time, Tailored Brands and Shared Services has each provided an unconditional, unsecured guarantee of the Notes.

The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached hereto as Exhibit 4.3 and is incorporated herein by reference.

The terms of the 2014 Credit Facilities and amendments thereto and the terms of the Notes have been previously reported by Men’s Wearhouse in filings with the SEC.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference. In connection with the Merger, as of February 1, 2016, the shares of common stock of Tailored Brands will commence trading on the NYSE under the symbol “TLRD”. As a result of the Merger, Men’s Wearhouse’s common shares, which previously traded on the NYSE under the symbol “MW” are deemed to no longer be publicly traded.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, each of the executive officers and directors of Men’s Wearhouse immediately prior to the Merger had been appointed to the same position(s) with Tailored Brands and will hold such positions until their respective successors are duly elected or appointed and qualified, or until earlier of their death, resignation or removal.

In connection with the Reorganization, Tailored Brands assumed and agreed to perform all of Men’s Wearhouse’s obligations under the Equity Plans, including those in which its named executive officers and other officers may participate. The Assumption Agreements are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

In addition, in connection with the Reorganization, Men’s Wearhouse assigned to Tailored Brands the existing employment agreements with Douglas S. Ewert, Chief Executive Officer, Jon W. Kimmins, Chief Financial Officer and Bruce K. Thorn, Chief Operating Officer, of Men’s Wearhouse. The Assignment Agreements are attached hereto as Exhibits 10.3, 10.4 and 10.5 and are incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Except as provided by the TBOC, Tailored Brands’ certificate of formation and bylaws immediately following the Merger contain provisions substantively identical to the Amended and Restated Certificate of Incorporation and Sixth Amended and Restated Bylaws of Men’s Wearhouse immediately preceding the Merger. Each share of common stock of Tailored Brands has the same designations, preferences, limitations, and relative rights and corresponding obligations in respect of the shares of common stock as the shares of common stock of Men’s Wearhouse. The Certificate of Formation and Bylaws of Tailored Brands are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.

Item 8.01 Other Events

On January 29, 2016, Men’s Wearhouse issued a press release announcing the Reorganization. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits . The following exhibits are included in this Form 8-K:

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of January 26, 2016, among The Men’s Wearhouse, Inc., Tailored Brands, Inc., and HoldCo Merger Sub, Inc.

3.1		Certificate of Formation for Tailored Brands, Inc.

3.2		Bylaws of Tailored Brands, Inc.

4.1		Supplement No. 2 to Guarantee and Collateral Agreement, dated as of January 29, 2016, among The Men’s Wearhouse, Inc., Tailored Brands, Inc., and Tailored Shared Services, LLC and JPMorgan Chase Bank, N.A., as administrative agent.

4.2		Supplement No. 2 to ABL Pledge and Security Agreement, dated as of January 29, 2016, among The Men’s Wearhouse, Inc., Tailored Brands, Inc., and Tailored Shared Services, LLC and JPMorgan Chase Bank, N.A., as administrative agent.

4.3		Second Supplemental Indenture relating to the Notes, dated as of January 29, 2016, among The Men’s Wearhouse, Inc., Tailored Brands, Inc., Tailored Shared Services, LLC and The Bank of New York Mellon Trust Company, N.A, as trustee.

10.1		Agreement for Adoption and Assumption of The Men’s Wearhouse, Inc. Equity Incentive Plans, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

10.2		Agreement for Adoption and Assumption of The Men’s Wearhouse, Inc. Employee Stock Discount Plan, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

10.3		Assignment and Amendment of Employment Agreement for Douglas S. Ewert, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

10.4		Assignment and Amendment of Employment Agreement for Jon W. Kimmins, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

10.5		Assignment and Amendment of Employment Agreement for Bruce K. Thorn, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

99.1		Press Release of Men’s Wearhouse.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 1, 2016

	TAILORED BRANDS, INC.


	By:	/s/ Brian T. Vaclavik
		Brian T. Vaclavik
	Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit
Number		Description

2.1		Agreement and Plan of Merger, dated as of January 26, 2016, among The Men’s Wearhouse, Inc., Tailored Brands, Inc., and HoldCo Merger Sub, Inc.

3.1		Certificate of Formation for Tailored Brands, Inc.

3.2		Bylaws of Tailored Brands, Inc.

4.1		Supplement No. 2 to Guarantee and Collateral Agreement, dated as of January 29, 2016, among The Men’s Wearhouse, Inc., Tailored Brands, Inc., and Tailored Shared Services, LLC and JPMorgan Chase Bank, N.A., as administrative agent.

4.2		Supplement No. 2 to ABL Pledge and Security Agreement, dated as of January 29, 2016, among The Men’s Wearhouse, Inc., Tailored Brands, Inc., and Tailored Shared Services, LLC and JPMorgan Chase Bank, N.A., as administrative agent.

4.3		Second Supplemental Indenture relating to the Notes, dated as of January 29, 2016, among The Men’s Wearhouse, Inc., Tailored Brands, Inc., Tailored Shared Services, LLC and The Bank of New York Mellon Trust Company, N.A, as trustee.

10.1		Agreement for Adoption and Assumption of The Men’s Wearhouse, Inc. Equity Incentive Plans, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

10.2		Agreement for Adoption and Assumption of The Men’s Wearhouse, Inc. Employee Stock Discount Plan, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

10.3		Assignment and Amendment of Employment Agreement for Douglas S. Ewert, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

10.4		Assignment and Amendment of Employment Agreement for Jon W. Kimmins, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

10.5		Assignment and Amendment of Employment Agreement for Bruce K. Thorn, between The Men’s Wearhouse, Inc. and Tailored Brands, Inc., effective as of January 31, 2016.

99.1		Press Release of Men’s Wearhouse.

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger dated as of January 26, 2016 (this “Agreement”), pursuant to the Texas Business Organizations Code (the “TBOC”), is entered into by and between The Men’s Wearhouse, Inc., a Texas corporation (“TMW”), Tailored Brands, Inc., a Texas corporation (“TBI”), and HoldCo Merger Sub, Inc., a Texas corporation (“Merger Sub”).

W I T N E S S E T H :

WHEREAS, TBI is a direct, wholly owned subsidiary of TMW, and Merger Sub is a direct, wholly owned subsidiary of TBI;

WHEREAS, TBI and Merger Sub are newly formed corporations organized for the purpose of participating in the transactions herein contemplated;

WHEREAS, TMW is a corporation duly organized and existing under the laws of the State of Texas, and having an authorized capital stock of (i) one hundred million (100,000,000) shares of common stock, par value $0.01 per share (“TMW Common Stock”), of which approximately 48,428,721 shares are issued and outstanding (excluding treasury shares) on the date hereof, and (ii) two million (2,000,000) shares of preferred stock, par value $0.01 per share (“TMW Preferred Stock”), of which no shares are issued and outstanding on the date hereof;

WHEREAS, TBI is a corporation duly organized and existing under the laws of the State of Texas, and having an authorized capital stock of (i) one hundred million (100,000,000) shares of common stock, par value $0.01 per share (“TBI Common Stock”), of which 1,000 shares are issued and outstanding on the date hereof, and (ii) two million (2,000,000) shares of preferred stock, par value $0.01 per share (“TBI Preferred Stock”), of which no shares are issued and outstanding on the date hereof;

WHEREAS, Merger Sub is a corporation duly organized and existing under the laws of the State of Texas, and having an authorized capital stock of one thousand (1,000) shares of common stock, par value $0.01 per share, of which 1,000 shares are issued and outstanding on the date hereof (“Merger Sub Common Stock”);

WHEREAS, the designations, preferences, limitations and relative rights and corresponding obligations of each of the TBI Common Stock and the TBI Preferred Stock are the same as those of the TMW Common Stock and the TMW Preferred Stock, respectively;

WHEREAS, pursuant to Section 10.005 of the TBOC, TMW desires to create a new holding company structure by merging Merger Sub with and into TMW (the “Merger”), with TMW continuing as the surviving corporation of such Merger (the “Surviving Corporation”), and in connection therewith each share (or any fraction thereof) of TMW Common Stock outstanding immediately prior to the Effective Time (as defined below) being converted on a one-for-one basis in the Merger into shares of TBI Common Stock, all in accordance with the terms of this Agreement;

WHEREAS, as a result of the Merger, TMW will be a direct, wholly owned subsidiary of TBI;

WHEREAS, the Certificate of Formation of TBI (the “TBI Charter”) and the Bylaws of TBI (the “TBI Bylaws”), in each case, in effect immediately after the Effective Time will contain provisions substantively identical to the Restated Articles of Incorporation, as amended, of TMW (the “TMW Charter”) and the Sixth Amended and Restated Bylaws of TMW (the “TMW Bylaws”), in each case, in effect immediately before the Effective Time (other than with respect to matters excepted by Section 10.005(c) of the TBOC);

WHEREAS, immediately following the Effective Time, the certificate of formation of the Surviving Corporation will contain provisions substantively identical to the TMW Charter immediately before the Effective Time (other than with respect to matters excepted or required by Section 10.005(c) and 10.005(d) of the TBOC);

WHEREAS, the directors and executive officers of TMW immediately prior to the Effective Time will be the directors and executive officers of TBI immediately following the Effective Time;

WHEREAS , for U.S. federal income tax purposes, it is intended that (i) the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder and (ii) this Agreement shall constitute a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code;

WHEREAS, the Board of Directors of TMW has determined, based on the advice of its external and internal tax advisors, in accordance with Section 10.005(b)(10) of the TBOC, that the shareholders of TMW will not recognize gain or loss for United States federal income tax purposes as a result of the Merger, the United States federal tax classification of TBI will be the same as that of TMW, and the Merger will not result in the loss of any tax benefit or attribute of TMW; and

WHEREAS, the respective Boards of Directors of each of TMW, TBI and Merger Sub deem the Merger advisable and in the best interests of the respective companies and have approved this Agreement and the Merger upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

MERGER

At the Effective Time, Merger Sub shall be merged with and into TMW, the separate existence of Merger Sub shall cease, and TMW shall continue as the Surviving Corporation.

ARTICLE II

TERMS AND CONDITIONS OF MERGER

The terms and conditions of the Merger are (in addition to those set forth elsewhere in this Agreement) as follows:

2.1 Effective Time of Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Chapter 10 of the TBOC, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Texas (the time of such filing, or such later time specified in the Certificate of Merger, being referred to as the “Effective Time”). The form of the Certificate of Merger is attached hereto as Exhibit A .

2.2 Effects of Merger. From and after the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the TBOC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (a) all the rights, powers, privileges, and properties (whether real or personal, tangible or intangible) of TMW and Merger Sub shall vest in the Surviving Corporation, and (b) all debts, liabilities and duties of TMW and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation and may be enforced against the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by it and all rights of creditors and all liens upon any property of TMW and Merger Sub shall be preserved unimpaired.

2.3 Certificate of Formation. The certificate of formation of TMW as existing and constituted immediately prior to the Effective Time shall, from and after the Effective Time and until thereafter amended in the manner provided therein and in accordance with applicable law, be and constitute the certificate of formation of the Surviving Corporation; provided, however, from and after the Effective Time, such certificate of formation of TMW shall be restated in its entirety as attached to the form of Certificate of Merger and a new Article Nine shall be added thereto reading as follows:

“Pursuant to Section 10.005(d)(1) of the Texas Business Organizations Code, an act or transaction by or involving the Company, other than the election or removal of the board of directors of the Company, that requires for its approval under the Texas Business Organizations Code or the governing documents of the Company the approval of the shareholders of the Company shall require the approval of the shareholders of Tailored Brands, Inc., or any successor by merger, by the same vote as is required by the Texas Business Organizations Code and the governing documents of the Company.”

2.4 Bylaws. The bylaws of TMW as existing and constituted immediately prior to the Effective Time shall, from and after the Effective Time, be and constitute the bylaws of the Surviving Corporation until thereafter amended in the manner provided by therein and in accordance with applicable law.

2.5 Board of Directors of Surviving Corporation. The parties hereto shall take all actions necessary so that from and after the Effective Time, the directors of Merger Sub in office

immediately prior to the Effective Time shall be the directors of the Surviving Corporation to serve in accordance with the bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualified.

2.6 Officers of Surviving Corporation. The parties hereto shall take all actions necessary so that from and after the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation to serve in accordance with the bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualified.

2.7 Certificate of Formation and Bylaws of TBI. From and after the Effective Time, the TBI Charter and TBI Bylaws, as in effect immediately prior to the Effective Time, shall be the Certificate of Formation and Bylaws of TBI, until thereafter amended in accordance with their respective terms in accordance with applicable law.

2.8 Board of Directors and Executive Officers of TBI. Prior to the Effective Time, TMW in its capacity as the sole shareholder of TBI agrees to take or cause to be taken all such actions as are necessary to cause those persons serving as the directors and executive officers of TMW immediately prior to the Effective Time to be elected or appointed as the directors and executive officers of TBI, each such person to have the same office(s) with TBI (and the same committee memberships, in the case of directors) as he or she held with TMW, with the directors to serve from and after the Effective Time until the earlier of the next meeting of the TBI shareholders at which an election of directors is held and until their successors are elected or appointed (or their earlier death, disability or retirement).

2.9 Capital Stock. The total authorized capital stock of the Surviving Corporation shall be as set forth in the certificate of formation of the Surviving Corporation, that is, one hundred million (100,000,000) shares of common stock, par value $0.01 per share, and two million (2,000,000) shares of preferred stock, par value $0.01 per share.

2.10 Conversion of Securities. As of the Effective Time, by virtue of the Merger and without any action on the part of TMW, TBI, Merger Sub or the holders of the respective shares:

(a) each share of TMW Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares held in treasury, which shall be automatically cancelled and retired and cease to exist without the payment of any consideration in exchange therefor) shall be cancelled and be converted automatically into and thereafter represent one duly issued, fully paid and nonassessable share of TBI Common Stock;

(b) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and be converted automatically into and thereafter represent one duly issued, fully paid and nonassessable share of common stock of the Surviving Corporation;

(c) each share of TBI Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and retired and cease to exist without the

payment of any consideration therefor upon the conversion of the outstanding shares of TMW Common Stock into shares of TBI Common Stock; and

(d) Holders of certificates formerly evidencing TMW Common Stock shall cease to have any rights as shareholders of TMW, except as provided by law or as set forth in Section 2.11 of this Agreement.

2.11 No Surrender of Certificates. From and after the Effective Time in accordance with Section 3.1 below, the designations, preferences, limitations and relative rights and corresponding obligations of the TBI Common Stock will, in each case, be identical to those of the TMW Common Stock immediately prior to the Effective Time. Each outstanding stock certificate that, immediately prior to the Effective Time, evidenced shares of TMW Common Stock shall be deemed and treated for all corporate purposes to evidence the ownership of the number of shares of TBI Common Stock into which such shares of TMW Common Stock were converted pursuant to the provisions of Section 2.10(a) hereof. In addition, each outstanding book-entry share that, immediately prior to the Effective Time, evidenced TMW Common Stock shall, from the Effective Time, be deemed and treated for all corporate purposes to evidence the ownership of one outstanding book-entry share of TBI Common Stock.

2.12 Equity-Based Plans. At the Effective Time, all unexercised and unexpired options to purchase TMW Common Stock, shares of restricted stock or other equity-based awards (collectively, the “TMW Awards”) then outstanding under TMW’s 1992 Non-Employee Director Stock Option Plan, 1996 Long-Term Incentive Plan or 2004 Long-Term Incentive Plan or other rights to acquire TMW Common Stock under TMW’s 401(k) Savings Plan or the TMW Employee Stock Discount Plan, as each is amended and in effect (collectively, the “TMW Plans”), whether or not then exercisable or vested, shall be assumed by TBI. Each TMW Award shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable TMW Plan and related agreement evidencing the TMW Award, except that appropriate changes shall be made to the TMW Plans and the TMW Awards to reflect the assumption, including that all references to TMW shall be to TBI and all references to TMW Common Stock shall be to TBI Common Stock and the right to receive TMW Common Stock under such TMW Awards shall become the right to receive shares of TBI Common Stock on a one-for-one basis.

ARTICLE III

ACTIONS TO BE TAKEN IN CONNECTION WITH THE MERGER

3.1 TMW Plans.

(a) At the Effective Time, TBI shall assume sponsorship of, and all obligations of TMW under, each TMW Plan and the Board of Directors of TBI (or, as applicable, a committee thereof) shall assume the authority of the Board of Directors of TMW (or, as applicable, a committee thereof) under each such TMW Plan. In addition, each of the TMW Plans, the TMW Awards and the agreements evidencing the TMW Awards shall be adjusted in accordance with their terms to reflect the assumption, as appropriate, including that shares issuable thereunder (including with respect to new awards) shall be shares of TBI Common Stock;

(b) At the Effective Time, TMW hereby assigns to TBI, and TBI hereby assumes and agrees to perform, all obligations of TMW pursuant to the TMW Plans, the TMW Awards and the agreements evidencing the TMW Awards;

(c) On or prior to the Effective Time, TBI shall take all action reasonably necessary or appropriate to reserve sufficient shares of TBI Common Stock to provide for the issuance of TBI Common Stock as awards under the TMW Plans, including with respect to shares available for future grant under the TMW Plans and upon settlement or exercise, as applicable, of the TMW Awards outstanding at the Effective Time under the TMW Plans; and

(d) TMW and TBI shall take or cause to be taken all actions necessary or desirable in order to implement the assumption by TBI of the TMW Plans, the TMW Awards and each agreement evidencing the TMW Awards in each case pursuant to this Section 3.1, all to the extent deemed appropriate by TMW and TBI and in accordance with applicable law.

3.2 Successor Issuer. It is the intent of the parties hereto that TBI be deemed a “successor issuer” of TMW in accordance with Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 414 under the Securities Act of 1933, as amended. At or after the Effective Time in accordance with TMW’s filing obligations under the Exchange Act, TBI shall file (i) an appropriate report on Form 8-K describing the Merger and (ii) appropriate pre-effective and/or post-effective amendments, as applicable, to any Registration Statements of TMW on Form S-8 in each case within the time periods prescribed by the Exchange Act.

3.3 Listing of TBI Common Stock. TBI shall use its reasonable best efforts to obtain, at or before the Effective Time, confirmation of listing on the New York Stock Exchange of the TBI Common Stock to be received by TMW shareholders in connection with the conversion of TMW Common Stock to TBI Common Stock pursuant to Section 2.10(a) of this Agreement.

3.4 Procurement of CUSIP Numbers. On or prior to the Effective Time, TBI shall use commercially reasonable efforts to procure a new CUSIP number for the TBI Common Stock and for any other securities which so require new CUSIP numbers in connection with the Merger.

3.5 Section 16 Matters. TMW and TBI shall cause any dispositions of shares of TBI Common Stock (including derivative securities with respect to shares of TBI Common Stock) or acquisitions of shares of TBI Common Stock (including derivative securities with respect to shares of TBI Common Stock) resulting from the transactions contemplated by this Agreement by each officer or director of TBI who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to TBI to be exempt under Rule 16b-3 promulgated under the Exchange Act.

3.6 Insurance. TBI shall procure insurance or cause the assignment and assumption of the insurance policies of TMW such that, at the Effective Time, TBI shall have insurance

coverage that is substantially equivalent to the insurance coverage held by TMW immediately prior to the Effective Time.

3.7 Additional Actions. Subject to the terms of this Agreement, the parties hereto shall take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger and carry out the purposes of this Agreement. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances, other instruments or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of TMW or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation and TBI shall be authorized to execute and deliver, in the name and on behalf of each of TBI, TMW and Merger Sub, all such deeds, bills of sale, assignments, assurances and other instruments and to take and do, in the name and on behalf of each of TMW or Merger Sub or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the purpose of this Agreement.

ARTICLE IV

CONDITIONS OF MERGER

The obligations of the parties to this Agreement to consummate the Merger and the transactions contemplated by this Agreement shall be subject to fulfillment or waiver by the parties hereto at or prior to the Effective Time of each of the following conditions:

(a) The TBI Common Stock to be received by TMW shareholders in connection with the conversion of the TMW Common Stock to TBI Common Stock pursuant to the Merger shall have been approved for listing by the New York Stock Exchange;

(b) No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order that is in effect shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality that prohibits or makes illegal the consummation of the Merger or the transactions contemplated hereby; and

(c) KPMG LLP, special tax advisor to TMW (opining on the US federal income tax consequences), shall render an opinion to the Board of Directors of TMW, in form and substance reasonably satisfactory to TMW, on the basis of certain facts, representations and assumptions set forth in such opinion, to the effect that the shareholders of TMW will not recognize gain or loss for United States federal income tax purposes as a result of the Merger, the United States federal tax classification of TBI will be the same as that of TMW, and the Merger will not result in the loss of any tax benefit or attribute of TMW. In rendering the opinion, KPMG LLP may require and rely upon

representations contained in certificates of officers of TMW, TBI and Merger Sub (state tax consequences were opined internally by TMW).

ARTICLE V

TERMINATION AND AMENDMENT

5.1 Termination. This Agreement may be terminated and the Merger and the other transactions contemplated hereby may be abandoned at any time prior to the Effective Time by action of the Board of Directors of TMW in its sole discretion. In the event of such termination and abandonment, this Agreement shall become void and none of TMW, TBI or Merger Sub nor any of their respective shareholders, directors or officers shall have any liability with respect to such termination and abandonment.

5.2 Amendment. To the fullest extent permitted by law, this Agreement may be supplemented, amended or modified by the mutual written consent of the each of the parties to this Agreement.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas.

6.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.

6.3 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

6.4 Binding Effect and Assignment. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

6.5 Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

6.6 No Third Party Beneficiaries. This Agreement is not intended to, and shall not be construed to, confer upon any person, other than the parties hereto and their respective successors and assigns, any rights or remedies hereunder.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement and Plan of Merger as of the date first written above.

	THE MEN’S WEARHOUSE, INC., a Texas corporation


	By:	/s/ Douglas S. Ewert
	Name: Douglas S. Ewert
	Title: Chief Executive Officer


	TAILORED BRANDS, INC., a Texas corporation


	By:	/s/ Bruce K. Thorn
	Name: Bruce K Thorn
	Title:Executive Vice President and Chief Operating Officer


	HOLDCO MERGER SUB, INC., a Texas corporation


	By:	/s/ Bruce K. Thorn
	Name: Bruce K Thorn
	Title:Executive Vice President and Chief Operating Officer

Exhibit 3.1

CERTIFICATE OF FORMATION

TAILORED BRANDS, INC.

The undersigned natural person of the age of eighteen years or more, acting as organizer of a for-profit corporation under the Texas Business Organizations Code, hereby adopts the following Certificate of Formation for such corporation:

ARTICLE ONE

The name of the corporation is “Tailored Brands, Inc.”

ARTICLE TWO

The period of duration of the corporation is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is to transact any or all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code.

ARTICLE FOUR

The total number of shares of all classes of stock that the corporation shall be authorized to issue is 102,000,000, comprising 2,000,000 shares of preferred stock, of the par value of $.01 per share (“Preferred Stock”), and 100,000,000 shares of common stock, of the par value of $.01 per share (“Common Stock”).

A description of the respective classes of stock and a statement of the designations, preferences, limitations and relative rights of such classes of stock and the limitations on or denial of the voting rights of the shares of such classes of stock are as follows:

A. PREFERRED STOCK

The Preferred Stock may be divided into and issued in one or more series. The Board of Directors is hereby vested with authority from time to time to establish and designate such series, and within the limitations prescribed by law or set forth herein, to fix and determine the relative rights and preferences of the shares of any series so established, but all shares of Preferred Stock shall be identical except as to the following relative rights and preferences as to which there may be variations between different series: (a) the rate of dividend; (b) whether shares may be redeemed and, if

so, the price at and the terms and conditions on which shares may be redeemed; (c) the amount payable upon shares in the event of liquidation, involuntary or voluntary; (d) sinking fund provisions for the redemption or purchase of shares; (e) the terms and conditions upon which shares may be converted, if the shares of any series are issued with the privilege of conversion; and (f) voting rights.

The Board of Directors shall exercise such authority by the adoption of a resolution or resolutions as prescribed by law.

B. COMMON STOCK

1. Dividends . Subject to all the rights of the Preferred Stock or any series thereof, and on the conditions set forth in Part A of this ARTICLE FOUR or in any resolution of the Board of Directors providing for the issuance of any series of Preferred Stock, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends payable in cash, stock or otherwise.

2. Voting Rights . Each holder of Common Stock shall be entitled to one vote for each share held.

C. PROVISIONS APPLICABLE TO ALL CLASSES

1. Preemptive Rights . No holder of securities of the corporation shall be entitled as a matter of right, preemptive or otherwise, to subscribe for or purchase any securities of the corporation now or hereafter authorized to be issued, or securities held in the treasury of the corporation, whether issued or sold for cash or other consideration or as a share dividend or otherwise. Any such securities may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

2. Cumulative Voting . No holder of securities of the corporation shall have the right of cumulative voting at any election of directors or upon any other matter.

ARTICLE FIVE

The initial registered agent of the corporation is an organization by the name of Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company. The business address of the registered agent and the registered office address is 211 E. 7th Street, Suite 620, Austin, TX 78701-3218.

ARTICLE SIX

The directors of the corporation need not be residents of the State of Texas or shareholders of the corporation. The names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders, or until their successors are elected and qualified, are:

Name		Address

A. Alexander Rhodes		6100 Stevenson Blvd. Fremont, California 94538

Laura Ann Smith		6380 Rogerdale Road Houston, Texas 77072

ARTICLE SEVEN

The name and address of the organizer is:

Name		Address

Laura Ann Smith		6380 Rogerdale Road Houston, Texas 77072

ARTICLE EIGHT

A. No director of the corporation shall be liable to the corporation or any of its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except that this ARTICLE EIGHT shall not authorize the elimination or limitation of liability of a director of the corporation to the extent the director is found liable for: (i) a breach of such director’s duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty of such director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute.

B. If the Texas Business Organizations Code or any other applicable Texas statute hereafter is amended to authorize the further elimination or limitation of the liability of directors of the corporation, then the liability of a director of the corporation shall be limited to the fullest extent permitted by the Texas Business Organizations Code and such other applicable Texas statute, as so amended, and such limitation of liability shall be in addition to, and not in lieu of, the limitation on the liability of a director of the corporation provided by the foregoing provisions of this ARTICLE EIGHT.

C. Any repeal of or amendment to this ARTICLE EIGHT shall be prospective only and shall not adversely affect any limitation on the liability of a director of the corporation existing at the time of such repeal or amendment.

EXECUTION

The undersigned affirms that the person designated as the registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute this filing instrument.

IN WITNESS WHEREOF, I have hereunto set my hand this 8 th day of October, 2015.

	/s/ LAURA ANN SMITH
	Laura Ann Smith

Exhibit 3.2

TAILORED BRANDS, INC.

BYLAWS

(ADOPTED AS OF OCTOBER 13, 2015)

ARTICLE I

OFFICES

Section 1.01. Principal Place of Business. The principal place of business of the corporation may be located within or without the State of Texas as the board of directors may from time to time determine.

Section 1.02. Other Offices. The corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.01. Time and Place of Meetings. Meetings of shareholders for any purpose may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof and, if authorized by the board of directors may be held by remote communications.

Section 2.02. Annual Meeting. The annual meeting of shareholders shall be held annually at such date and time as shall be designated from time to time by the board of directors and stated in the notice of meeting.

Section 2.03. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the chairman of the board or the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of shareholders owning at least ten percent of all the shares entitled to vote at the meetings. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 2.04. Notice of Meeting. Written notice stating the place, day and hour of the meeting, the means of any remote communications by which shareholders may be considered present and may vote at the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally, by electronic transmission or by mail, by or at the direction of the chairman of the board, the president, the secretary, or the officer or

persons calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 2.05. Procedures with Respect to Matters to be Considered at a Meeting.

(A) Annual Meetings of Shareholders .

(1) Nominations of persons for election to the board of directors and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the board of directors, or (c) by any shareholder of the corporation who (i) was a shareholder of record of the corporation at the time the notice provided for in this Section 2.05 of Article II is delivered to the Secretary of the corporation and at the time of the annual meeting, including any adjournment or postponement thereof, (ii) shall be entitled to vote at such meeting, and (iii) complies with the notice procedures set forth in this Section 2.05 of Article II as to such nomination or business. Clause (c) shall be the exclusive means for a shareholder to make nominations or submit business (other than matters properly brought under Rule 14a-8 (or any successor thereto) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), and indicated in the corporation’s notice of meeting) at an annual meeting of shareholders.

(2) Without qualification, for nominations or any other business to be properly brought before an annual meeting by a shareholder pursuant to Section 2.05(A)(1)(c) of Article II, the shareholder, in addition to any other applicable requirements, must have given timely notice thereof in writing to the Secretary of the corporation and any such proposed business must constitute a proper matter for shareholder action. To be timely, a shareholder’s notice must be delivered to the Secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the date (as specified in the corporation’s proxy materials for its immediately preceding annual meeting of shareholders) on which the corporation first mailed its proxy materials for its immediately preceding annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than sixty (60) days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall the public announcement of an adjournment or postponement of the annual meeting of shareholders commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. To be in proper form, a shareholder’s notice to the Secretary (whether pursuant to this Section 2.05(A)(2) of Article II or Section 2.05(B) of Article II) shall set forth:

(a) as to each person, if any, whom the shareholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in

each case pursuant to and in accordance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder, any beneficial owner on whose behalf the nomination is made, their respective affiliates and associates, and any other persons acting in concert with any of them (such shareholder, beneficial owners, affiliates, associates and other persons, the “ Nominating Persons ”), on the one hand, and each proposed nominee, each such nominee’s respective affiliates and associates, and any other persons acting in concert with any of them (collectively, the “ Nominee Parties ”), on the other hand, including without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Nominating Persons were the “registrant” for purposes of such item and the Nominee Parties were directors or executive officers of such registrant, (iii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (iv) such person’s completed and signed questionnaire, representation and agreement required by Section 2.06 of this Article II;

(b) if the notice relates to any business (other than the nomination of persons for election as directors) that the shareholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the annual meeting, (ii) the reasons for conducting such business at the annual meeting, (iii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the corporation, the language of the proposed amendment), (iv) any material interest in such business of such shareholder, any beneficial owner on whose behalf the proposal is made, their respective affiliates and associates, and any other persons acting in concert therewith (such shareholder, beneficial owners, affiliates, associates and other persons, the “ Proposing Persons ”) and (v) a description of all agreements, arrangements and understandings among any Proposing Persons or between any Proposing Persons, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the proposal of such business by such shareholder; and

(c) as to the Nominating Persons and/or the Proposing Persons, as the case may be, (i) the name and address of such persons (in the case of a holder of record, as they appear on the corporation’s books), (ii)(A) the class or series and number of shares of capital stock of the corporation that are, directly or indirectly, owned beneficially or of record by any Nominating Person or Proposing Person, (B) any option, warrant, convertible security, stock appreciation right, contract, or similar right or agreement with an exercise or conversion privilege or a settlement

payment or mechanism at a price related to any class or series of shares of the corporation, whether or not such instrument, right or agreement shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (a “ Derivative Instrument ”) directly or indirectly owned beneficially by any Nominating Person or Proposing Person and any other direct or indirect opportunity of any such person to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation, (C) the existence and material terms of any proxy, contract, arrangement, understanding, or relationship pursuant to which any Nominating Person and/or Proposing Person has a right to vote any shares of any security of the corporation (including, if applicable, any contract, arrangement, understanding or relationship pursuant to which any economic interest in the capital stock to be voted is beneficially owned by a person or persons other than the shareholder of record as of the record date), (D) any short interest in any security of the corporation in which any such person has an interest (for purposes of this Section 2.05 of Article II, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through a contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E)(x) if any Nominating Person or Proposing Person is ( 1 ) a general or limited partnership, syndicate or other group, the identity of each general partner and each person who functions as a general partner of the general or limited partnership, each member of the syndicate or group and each person controlling the general partner or member, ( 2 ) a corporation or a limited liability company, the identity of each officer and each person who functions as an officer of the corporation or limited liability company, each person controlling the corporation or limited liability company and each officer, director, general partner and person who functions as an officer, director or general partner of any entity ultimately in control of the corporation or limited liability company or ( 3 ) a trust, any trustee of such trust (each such person or persons set forth in the preceding clauses ( 1 ), ( 2 ) and ( 3 ), a “ Responsible Person ”), any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Nominating Person or Proposing Person and any material interests or relationships of such Responsible Person that are not shared generally by other record or beneficial holders of the shares of any class or series of the corporation and that reasonably could have influenced the decision of such Nominating Person or Proposing Person to make such nomination or propose such business to be brought before the meeting (together with a true and correct copy of any agreement or disclosure document for investors establishing or describing the same), and (y) if such Nominating Person or Proposing Person is a natural person, any material interests or relationships of such natural person that are not shared generally by other record or beneficial holders of the shares of any class or series of the corporation and that reasonably could have influenced the decision of such Nominating Person or Proposing Person to make such nomination or propose such business to be brought before the

meeting; (F) any shares or other equity interests or any Derivative Instrument in any principal competitor of the corporation or any affiliate thereof held by any Nominating Person or Proposing Person; (G) a summary of any material discussions regarding any nomination or business proposed to be brought before the meeting (x) between or among any Nominating Persons or Proposing Persons or (y) between or among any Nominating Persons or Proposing Persons and any other record or beneficial holder of the shares of any class or series of the corporation (including their names); and (H) any direct or indirect material interest in any material contract or agreement of any Nominating Person or Proposing Person with any principal competitor of the corporation or any affiliate thereof (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement) ; in each case with respect to the information required to be included in the notice pursuant to (A) through (H) above, as of the date of such notice and as of any applicable date specified in Section 2.05(C)(4) of Article II, (iii) any other information relating to any Nominating Person or Proposing Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (v) a representation whether any Nominating Person or Proposing Person intends or is part of a group that intends (a) to deliver a proxy statement or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominees or (b) otherwise to solicit proxies from shareholders in support of such proposal or nomination.

The corporation may require any proposed nominee to furnish such other information as it may reasonably require (i) to determine the eligibility of such proposed nominee to serve as a director of the corporation, (ii) to determine whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly-disclosed corporate governance guideline or committee charter of the corporation; and (iii) that could be material to a reasonable shareholder’s understanding of the independence and qualifications, or lack thereof, of such nominee.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 2.05 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation at an annual meeting is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased board of directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 2.05 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation not later than the close of

business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

(B) Special Meetings of Shareholders . Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2) provided that the Board of Directors has determined that the directors shall be elected at such meeting, by any shareholder of the corporation who is a shareholder of record at the time the notice provided for in this Section 2.05 is delivered to the Secretary of the corporation and at the time of the special meeting and any adjournment or postponement thereof, who is entitled to vote at the meeting and upon such election, and who complies with the notice procedures set forth in this Section 2.05. In the event the corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder of record entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the shareholder’s notice in the same form as required by paragraph (A)(2) of this Section 2.05 with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.06 of this Article II) shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting of shareholders commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

(1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.05 of Article II shall be eligible to be elected at an annual or special meeting of shareholders of the corporation to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.05 of Article II. Except as otherwise provided by law, the certificate of formation or these bylaws, the Chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.05 of Article II and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 2.05 of Article II, in the reasonable judgment of the Chairman of the meeting under the circumstances existing at the time and given the information available to the Chairman, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.05 of Article II, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed

business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 2.05 of Article II, to be considered a qualified representative of the shareholder, a person must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of the shareholders.

(2) For purpose of this Section 2.05 of Article II,

(a) “ principal competitor ” shall include any public or private business (including predecessors, successors, parents, subsidiaries or affiliate operations) that carries on, or is engaged, concerned or interested in the retail business that is substantially similar the business of the corporation or its subsidiaries and where the retail dollar amount sold by such business equals or exceeds 5% of the consolidated revenue of such business.

(b) “ public announcement ” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(c) “ affiliate ” and “ associate ” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act.

(3) Nothing in this Section 2.05 of Article II, shall be deemed to affect any rights (a) of shareholders to request inclusion of proposals or nominations in the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor thereto) promulgated under the Exchange Act or (b) of the holders of any series of preferred stock to nominate and elect directors pursuant to and to the extent provided in any applicable provisions of the certificate of formation.

(4) A shareholder delivering a notice pursuant to Section 2.05(A)(2) of Article II or Section 2.05(B) of Article II shall update and supplement its notice, if necessary (or shall affirm in a supplement that updating is not necessary), so that the information provided or required to be provided in such notice shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such supplement shall be delivered to, or mailed and received by, the Secretary of the corporation at the principal executive offices of the corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the supplement required to be made as of such record date) and not later than eight (8) business days prior to the date of the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

Section 2.06. Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the corporation (other than a nominee nominated pursuant to Section 2.05(A)(1)(a) or (b) or Section 2.05(B)(1) of Article II), a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.05 of Article II of these bylaws) to the Secretary at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “ Voting Commitment ” ) that has not been disclosed to the corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock trading policies and guidelines of the corporation.

Section 2.07. Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of formation. If, however, a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. After an adjournment, at any reconvened meeting any business may be transacted that might have been transacted if the meeting had been held in accordance with the original notice thereof, provided a quorum shall be present or represented thereat.

Section 2.08. Vote Required. With respect to any matter, other than the election of directors or a matter for which a different vote is required by law or the certificate of formation, the affirmative vote of the holders of a majority of the shares entitled to vote on, and that voted for or against or expressly abstained with respect to, that matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders. Unless otherwise required by law or by the certificate of formation, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 2.09. Voting; Proxies. Each outstanding share having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent provided otherwise in the certificate of formation or the Code. Any shareholder may vote either in person or by proxy executed in writing by the shareholder. A telegram, telex,

cablegram or other form of electronic transmission, including telephone transmissions by the shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the shareholder shall be treated as an execution in writing for purposes of this Section 2.09. Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder.

Section 2.10. Action Without Meeting. Any action required to, or which may, be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

Section 2.11. Shareholder Meetings by Remote Communication. The board of directors may, in its discretion, determine that any meeting of shareholders may be held solely by means of remote communication as provided in this Section 2.11. If authorized by the board of directors, and subject to any guidelines and procedures adopted by the board of directors, shareholders not physically present at a meeting of shareholders, by means of remote communication (i) may participate in a meeting of shareholders; and (ii) may be considered present in person and may vote at a meeting of shareholders held at a designated place or held solely by means of remote communication if (A) the corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder; (B) the corporation implements reasonable measures to provide the shareholders at the meeting by means of remote communication a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of a meeting substantially concurrently with the proceedings; and (C) the corporation maintains a record of any shareholder vote or other action taken at the meeting by means of remote communication.

ARTICLE III

DIRECTORS

Section 3.01. Powers. The powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.

Section 3.02. Number, Election and Term. The number of directors that shall constitute the whole board of directors shall be not less than one. Such number of directors shall from time to time be fixed and determined by resolution adopted by the directors and shall be set forth in the notice of any meeting of shareholders held for the purpose of electing directors. The directors shall be elected at the annual meeting of shareholders, except as provided in Section 3.03 of these bylaws, and each director elected shall hold office until his successor shall be elected and qualify. Directors need not be residents of Texas or shareholders of the corporation.

Section 3.03. Vacancies. Any vacancy occurring in the board of directors may be filled by a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 3.04. Change in Number. The number of directors may be increased or decreased from time to time as provided in these bylaws but no decrease shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders or may be filled by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the board of directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 3.05. Removal. Any director may be removed for cause at any special meeting of shareholders duly called and held for such purpose. At any meeting of shareholders called expressly for the purpose of removing a director or directors, such director or directors may be removed only for cause by a vote of a majority of the shares of stock of the corporation then entitled to vote at an election of directors.

Section 3.06. Place of Meetings. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 3.07. Regular Meetings. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event that the shareholders fail to fix the time and place of such first meeting, it shall be held without notice immediately following the annual meeting of shareholders, and at the same place, unless by the unanimous consent of the directors then elected and serving such time or place shall be changed.

Section 3.08. Notice of Regular Meetings. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 3.09. Special Meetings. Special meetings of the board of directors may be called by the chairman of the board of directors or the president and shall be called by the secretary on the written request of two or more directors. Notice of each special meeting of the board of directors shall be given to each director at least two days before the date of the meeting.

Section 3.10. Waiver and Requirements of Notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as may be otherwise provided by law or by the certificate of formation or by these bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 3.11. Quorum; Vote Required. At all meetings of the board of directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, unless otherwise specifically provided by law, the certificate of formation or these bylaws. If a quorum shall not be present at any meeting of directors, the directors present

thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.12. Committees. The board of directors, by resolution passed by a majority of the full board, may from time to time designate a member or members of the board to constitute committees that shall in each case consist of one or more directors and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the board of directors, replace absent or disqualified members at any meeting of that committee. Any such committee shall have and may exercise such powers as the board may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have power at any time to change the number, subject as aforesaid, and members of any such committee, to fill vacancies and to discharge any such committee.

Section 3.13. Action Without Meeting. Any action required or permitted to be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the board of directors or committee, as the case may be. A telegram, telex, cablegram, or other electronic transmission by a director consenting to an action to be taken and transmitted by a director is considered written, signed, and dated for the purposes of this Section 3.13 if the transmission sets forth or is delivered with information from which the corporation can determine that the transmission was transmitted by the director and the date on which the director transmitted the transmission.

Section 3.14. Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors, or a meeting of a committee thereof, and may be paid a fixed sum for attendance at each meeting of the board of directors, or a meeting of a committee thereof, or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

Section 4.01. Form of Notice; Delivery. Any notice to directors or shareholders shall be in writing and shall be delivered personally or mailed to the directors or shareholders at their respective addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice to directors may also be given by telegram, telex, cablegram, facsimile or other similar transmission.

Section 4.02. Notice by Electronic Transmission. On consent of a director or shareholder, notice from the corporation may be given to the director or shareholder by electronic transmission. The director or shareholder may specify the form of electronic transmission to be used to communicate notice. The director or shareholder may revoke this consent by written notice to the corporation. The director’s or shareholder’s consent is deemed to be revoked if the corporation is unable to deliver by electronic transmission two consecutive notices and the secretary of the corporation or other person responsible for delivering the notice

on behalf of the corporation knows that the delivery of these two electronic transmissions was unsuccessful. The inadvertent failure to treat the unsuccessful transmissions as a revocation of the director’s or shareholder’s consent does not invalidate a meeting or other action. Notice under this Section 4.02 is deemed given when the notice is (i) transmitted to a facsimile number provided by the director or shareholder for the purpose of receiving notice; (ii) transmitted to an electronic mail address provided by the director or shareholder for the purpose of receiving notice; (iii) posted on an electronic network and a message is sent to the director or shareholder at the address provided by the director or shareholder for the purpose of alerting the director or shareholder of a posting; or (iv) communicated to the director or shareholder by any other form of electronic transmission consented to by the director or shareholder.

Section 4.03. Waiver. Whenever any notice is required to be given under the provisions of the Code or of the certificate of formation or of these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The business to be transacted at a regular or special meeting of the shareholders, directors, or members of a committee of directors or the purpose of a meeting is not required to be specified in a written waiver of notice or a waiver by electronic transmission.

ARTICLE V

OFFICERS

Section 5.01. Officers. The officers of the corporation shall be elected by the board of directors and shall consist of a chairman of the board, a president and a secretary and may consist of a chief operating officer, one or more vice presidents, a treasurer, an assistant treasurer and an assistant secretary, who need not be members of the board of directors. Two or more offices may be held by the same person.

Section 5.02. Additional Officers. The board of directors may appoint such other officers and assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the board by resolution not inconsistent with these bylaws.

Section 5.03. Compensation. The salaries and terms of employment of the chairman of the board, the president and the chief operating officer, if any, of the corporation shall be fixed by the board of directors. The board of directors shall have the power to cause the corporation to enter into contracts for the employment and compensation of officers for such terms as the board deems advisable.

Section 5.04. Term; Removal; Vacancies. The officers of the corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the board of directors may be removed at any time by the board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.

Section 5.05. Chief Executive Officer. The chairman of the board shall be the chief executive officer of the corporation, unless the board of directors designates the president as the chief executive officer of the corporation. The chief executive officer shall preside at all meetings of shareholders, shall have general and active management of the business of the corporation, and shall see that all resolutions of the board of directors are carried into effect. The board of directors may change the designation of chief executive officer at any time, but no such change shall constitute removal of any person from the office of chairman of the board or president, as the case may be. If the chairman of the board shall be chief executive officer, then in the absence or disability of the chairman of the board, the president shall perform the duties and have the authority of the chief executive officer. If the president shall have been last designated as chief executive officer, then in the absence or disability of the president, the chairman of the board shall perform the duties and have the authority of the chief executive officer.

Section 5.06. Chairman of the Board. The chairman of the board, if one is elected, shall preside at all meetings of the board of directors and shall have such other powers and duties as may from time to time be prescribed by the board of directors, upon written directions given to him pursuant to resolutions duly adopted by the board of directors. The chairman of the board shall be the chief executive officer of the corporation, except as set forth in Section 5.05 of these bylaws.

Section 5.07. Vice Chairman of the Board. The vice chairman of the board, if one is elected, shall, in the absence or disability of the chairman of the board, perform the duties and have the authority and exercise the powers of the chairman of the board. He shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the chairman of the board may from time to time delegate.

Section 5.08. President. The president shall have general supervision over strategic planning and implementation, administration and the accounting and finance operations of the corporation, and shall see that all resolutions of the board of directors are carried into effect. The president shall be the principal executive officer of the corporation for purposes of all filings by the corporation with the Securities and Exchange Commission. Unless the board of directors shall have designated a particular vice president of the corporation as principal financial officer, the president shall also be the principal financial officer of the corporation for purposes of all filings by the corporation with the Securities and Exchange Commission. The president shall have such other duties as may be determined from time to time by resolution of the board of directors not inconsistent with these bylaws. If the president shall have been last designated as chief executive officer, he also shall have the authority and perform the duties appertaining to that designation, as specified in Section 5.05 of these bylaws. The president, in the absence or incapacity of the chief operating officer, shall also perform the duties of that office.

Section 5.09. Chief Operating Officer. The chief operating officer of the corporation, if one is elected, shall report to the chief executive officer and the president of the corporation and shall have general supervision of the day-to-day operation of retail activities of the corporation and shall perform such duties, and shall have such other authority and powers, as the president, the chief executive officer or the board of directors may from time to time prescribe. The chief operating officer, with the approval of either the chief executive officer or the president, shall have authority to execute instruments, documents, agreements and contracts, in the name of the corporation, to the same extent as the president or any vice president of the corporation.

Section 5.10. Vice Presidents. The vice presidents in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the chairman of the board or the president may from time to time delegate. The board of directors may, at the time of election of any vice president of the corporation, designate such vice president a “senior vice president” or “executive vice president” of the corporation or designate such vice president by reference to a principal business function, such as “finance” or “administration”.

Section 5.11. Secretary. The secretary shall attend all meetings of the board of directors and all meetings of shareholders and record all of the proceedings of the meetings of the board of directors and of the shareholders in a minute book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, shall affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an assistant secretary or of the treasurer. The secretary shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or as the chairman of the board or the president may from time to time delegate.

Section 5.12. Assistant Secretaries. The assistant secretaries in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or as the chairman of the board or the president may from time to time delegate.

Section 5.13. Treasurer. The treasurer, if one is elected, shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated from time to time by the board of directors. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render the president and the board of directors, at its regular meetings, or when the president or board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. The treasurer shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or as the chairman of the board or the president may from time to time delegate. If required by the board of directors, the treasurer shall give the corporation a bond of such type, character and amount as the board of directors may require.

Section 5.14. Assistant Treasurers. The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or the chairman of the board or the president may from time to time delegate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 6.01. Certificates. The shares of the corporation may be represented by certificates or may be uncertificated. Every holder of shares of the corporation shall be entitled to have a certificate, in such form as shall be approved by the board of directors, certifying the number of fully-paid shares owned by such holder. Certificates representing shares shall be signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

Section 6.02. Facsimile Signatures. The signatures of the president or a vice president and the secretary or an assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

Section 6.03. Lost Certificates. The board of directors may direct a new certificate, or uncertificated shares, to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, or uncertificated shares, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

Section 6.04. Transfers. In the case of shares represented by a certificate, upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate, or uncertificated shares, shall be issued to the person entitled thereto and the old certificate canceled and the transaction recorded upon the transfer records of the corporation.

Section 6.05. Notice Upon Issuance or Transfer of Uncertificated Shares. In accordance with Section 3.205 of the Code and Chapter 8, Texas Business & Commerce Code, the corporation shall, after the issuance or transfer of uncertificated shares, send to the registered owner of uncertificated shares a written notice containing the information required to be set forth or stated on certificates pursuant to the Code, as it may be amended from time to time, and any successor to said Code.

Section 6.06. Fixing Record Dates. For the purpose of determining shareholders (i) entitled to notice of or to vote at any meeting of shareholders, or, after an adjournment thereof, at any reconvened meeting, (ii) entitled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend or (iii) for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in the case of a meeting

of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 6.06, such determination shall apply to any adjournment thereof. The stock transfer books shall not be closed for the foregoing or any other purpose.

Section 6.07. Fixing Record Dates for Consents to Action. Unless a record date shall have previously been fixed or determined, whenever action by shareholders is proposed to be taken by consent in writing or by electronic transmission without a meeting of shareholders, the board of directors may fix a record date for the purpose of determining shareholders entitled to consent to that action which record date shall not precede, and shall not be more than ten days after, the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors and prior action of the board of directors is not required by law, the record date for determining shareholders entitled to consent to action in writing or by electronic transmission without a meeting shall be the first date on which a signed written consent or electronic transmission setting forth the action taken proposed to be taken is delivered to the corporation in the manner required by Section 2.10 of these bylaws. If no record date shall have been fixed by the board of directors and prior action of the board of directors is required by law, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts a resolution taking such prior action.

Section 6.08. Registered Shareholders. Except as otherwise required by law, the corporation shall be entitled to regard the person in whose name any shares are registered in the share transfer records at any particular time as the owner of those shares at that time for purposes of voting those shares, receiving distributions, share dividends or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares or giving proxies with respect to those shares. Except as otherwise required by law, neither the corporation nor any of its officers, directors, employees or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person does not possess a certificate for those shares.

Section 6.09. List of Shareholders. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office or principal place of business of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Alternatively, the list of the shareholders may be kept on a reasonably accessible electronic network, if the information required to gain access to the list is provided with the notice of the meeting. The corporation does not need to include any electronic contact

information of any shareholder on the list. If the corporation elects to make the list available on an electronic network, the corporation shall take reasonable steps to ensure that the information is available only to shareholders of the corporation. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. If the meeting is held by means of remote communication, the list must be open to the examination of any shareholder for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided to shareholders with the notice of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01. Distributions and Share Dividends. Subject to the provisions of the certificate of formation relating thereto, if any, distributions and share dividends may be declared by the board of directors, in its discretion, at any regular or special meeting, pursuant to law. Subject to any provisions of the certificate of formation, distributions may be made by the transfer of money or other property (except the corporation’s own shares or rights to acquire such shares) or by the issuance of indebtedness of the corporation, and share dividends may be paid in the corporation’s own authorized but unissued shares or in treasury shares.

Section 7.02. Reserve Funds. Before payment of any distribution or share dividend, there may be set aside out of any funds of the corporation available for distributions or share dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund for meeting contingencies, or for equalizing distributions or share dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 7.03. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 7.04. Fiscal Year. The fiscal year of the corporation shall end on the last Saturday nearest to January 31 of each year.

Section 7.05. Seal. The corporate seal shall be in such form as may be prescribed by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 7.06. Books and Records. The corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board of directors and each committee of its board of directors. The corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the corporation and a record of each transfer of those shares that have been presented to the corporation for registration of transfer. Such records shall

contain the names and addresses of all past and current shareholders of the corporation and the number and class of shares issued by the corporation held by each of them. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 7.07. Electronic Transmissions. For purposes of these bylaws, “electronic transmission” means a form of communication that (i) does not directly involve the physical transmission of paper; (ii) creates a record that may be retained, retrieved, and reviewed by the recipient; and (iii) may be directly reproduced in paper form by the recipient through an automated process.

Section 7.08. Invalid Provisions. If any provision of these bylaws is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; these bylaws shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of these bylaws a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

Section 7.09. Headings. The headings used in these bylaws are for reference purposes only and do not affect in any way the meaning or interpretation of these bylaws.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Code permits the corporation to indemnify its present and former directors and officers to the extent and under the circumstances set forth therein. In addition, in some instances, indemnification is required by the Code. The corporation hereby elects to and does hereby indemnify all such persons to the fullest extent permitted or required by the Code promptly upon request of any such person making a request for indemnity hereunder. Such obligation to so indemnify and to so make such determinations may be specifically enforced by resort to any court of competent jurisdiction. Further, the corporation shall pay or reimburse the reasonable expenses of such persons covered hereby in advance of the final disposition of any proceeding to the fullest extent permitted by the Code and subject to the conditions thereof.

A person’s right to request, or entitlement to claim, indemnification, payment or reimbursement pursuant to this Article VIII shall not be deemed exclusive of any other right to request, or entitlement to claim, indemnification, payment or reimbursement pursuant to any contract of insurance or any other law, contract, arrangement or understanding.

ARTICLE IX

AMENDMENTS

These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of a majority of the whole board of directors at any regular or special

meeting; provided, that these bylaws may not be altered, amended, or repealed so as to be inconsistent with law or any provision of the certificate of formation. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of the corporation required by law, the certificate of formation or these bylaws, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal these bylaws or to adopt new bylaws.

Exhibit 4.1

SUPPLEMENT NO. 2 dated as of January 29, 2016, to be effective at 12:01 a.m. Central Standard Time on January 31, 2016 (this “ Supplemen t”), to the Guarantee and Collateral Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Collateral Agreement ”), among The Men’s Wearhouse, Inc., a Texas corporation (the “ Borrower ”), the other Loan Parties from time to time party thereto and JPMorgan Chase Bank, N.A. (“ JPMCB ”), as Administrative Agent.

A. Reference is made to the Term Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the Lenders from time to time party thereto and JPMCB, as Administrative Agent.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Collateral Agreement, as applicable.

C. The Guarantors and Grantors have entered into the Collateral Agreement in order to induce the Lenders to make extensions of credit to the Borrower under the Credit Agreement and Swap Banks and Cash Management Banks to provide Secured Swap Agreements and Secured Cash Management Agreements, respectively. Section 7.13 of the Collateral Agreement provides that additional Subsidiaries may become Guarantors and Grantors under the Collateral Agreement by the execution and delivery of an instrument in the form of this Supplement. The undersigned Parent and Subsidiary (each a “ New Grantor ” and collectively, the “ New Grantors ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor and Grantor under the Collateral Agreement in order to induce the Lenders to make additional extensions of credit under the Credit Agreement and as consideration for the maintenance of such extensions of credit previously made.

Accordingly, the Administrative Agent and each New Grantor agree as follows:

SECTION 1. In accordance with Section 7.13 of the Collateral Agreement, each New Grantor by its signature below becomes a Guarantor and a Grantor under the Collateral Agreement with the same force and effect as if originally named therein as such, and each New Grantor hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it in such capacities and (b) represents and warrants that the representations and warranties made by it in such capacities thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment or performance, as the case may be, in full of the Secured Obligations, does hereby grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such New Grantor’s right, title and interest in, to and under the Collateral of such New Grantor. Each reference to a “Loan Party,” “Guarantor” or “Grantor” in the Collateral Agreement shall be deemed to include the New Grantors. The Collateral Agreement is hereby incorporated herein by reference.

its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when a counterpart hereof executed on behalf of the New Grantors shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent. Delivery of an executed counterpart of a signature page of this Supplement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Supplement.

SECTION 4. Each New Grantor hereby represents and warrants that (a) Schedule I sets forth, as of the date hereof, the true and correct legal name of such New Grantor, its jurisdiction of organization and the location of its chief executive office, (b) Schedule II sets forth, as of the date hereof, a true and complete list of (i) all the Pledged Equity Interests owned by such New Grantor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such New Grantor and (ii) all the Pledged Debt Securities owned by such New Grantor in an amount in excess of $1,000,000 and (c) Schedule III sets forth, as of the date hereof, a true and complete list of (i) all Copyrights that have been registered with the United States Copyright Office or CIPO and that are owned by such New Grantor, (ii) all exclusive Copyright Licenses under which such New Grantor is a licensee, (iii) all Patents that have been granted by the United States Patent and Trademark Office or CIPO and that are owned by such New Grantor and (iv) all Trademarks that have been registered with the United States Patent and Trademark Office or CIPO and Trademarks for which United States or Canadian registration applications are pending and that, in each case, are owned by such New Grantor, in each case truly and completely specifying the name of the registered owner, title, type or mark, registration or application number, expiration date (if already registered) or filing date, a brief description thereof and, if applicable, the licensee and licensor, (d) Schedule IV sets forth, as of the date hereof, each Commercial Tort Claim in respect of which a complaint or counterclaim has been filed by such New Grantor seeking damages in an reasonably estimated to exceed $1,000,000, including a summary description of such claim, (e) Schedule V sets forth, as of the date hereof, each Letter of Credit Right that is not a Supporting Obligation with respect to any of the Collateral and that is owned by such New Grantor, (f) Schedule VI sets forth, as of the date hereof, each Chattel Paper in excess of $1,000,000 held by such New Grantor and (g) Schedule VII sets forth as of the date hereof, each Deposit Account of such New Grantor indicating if it is an Excluded Account.

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

SECTION 6. This Supplement shall be construed in accordance with and governed by the law of the State of New York.

SECTION 7. Any provision of this Supplement held to be invalid, illegal or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Collateral Agreement.

SECTION 9. The New Grantors agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by it in connection with this Supplement, including the preparation, execution and delivery thereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this Supplement as of the day and year first above written.

	TAILORED BRANDS, INC.


	By:	/s/ Kelly M. Dilts
		Name: Kelly M. Dilts
		Title: Senior Vice President — Finance and Investor Relations


	TAILORED SHARED SERVICES, LLC


	By:	/s/ Kelly M. Dilts
		Name: Kelly M. Dilts
		Title: Senior Vice President — Finance and Investor Relations

[Signature Page – Supplement No. 2 to Guarantee and Collateral Agreement (Term)]

JPMORGAN CHASE BANK, N.A., as Administrative Agent


By:	/s/ Christy L. West
	Name:	Christy L. West
	Title:	Authorized Officer

[Signature Page – Supplement No. 2 to Guarantee and Collateral Agreement (Term)]

Exhibit 4.2

SUPPLEMENT NO. 2 dated as of January 29, 2016, to be effective at 12:01 a.m. Central Standard Time on January 31, 2016 (this “ Supplement ”), to the Pledge and Security Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Pledge and Security Agreement ”), among The Men’s Wearhouse, Inc., a Texas corporation (the “ Company ”), each of the U.S. Subsidiary Borrowers from time to time party hereto (and, together with the Company, the “ Borrowers ”), the other Loan Parties from time to time party thereto and JPMorgan Chase Bank, N.A. (“ JPMCB ”), as Administrative Agent.

A. Reference is made to the Credit Agreement dated as of June 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, Moores the Suit People Inc., the Lenders from time to time party thereto, JPMCB, as Administrative Agent and JPMorgan Chase Bank, N.A. Toronto Branch, as Canadian Administrative Agent.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Pledge and Security Agreement, as applicable.

C. The Grantors have entered into the Pledge and Security Agreement in order to induce the Lenders to make extensions of credit to the Borrowers under the Credit Agreement and Swap Banks and Cash Management Banks to provide Swap Obligations and Banking Services Obligations. Section 7.14 of the Pledge and Security Agreement provides that additional Subsidiaries may become Grantors under the Pledge and Security Agreement by the execution and delivery of an instrument in the form of this Supplement. The undersigned Parent and Subsidiary (each a “ New Grantor ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Pledge and Security Agreement in order to induce the Lenders to make additional extensions of credit under the Credit Agreement and as consideration for the maintenance of such extensions of credit previously made.

Accordingly, the Administrative Agent and the New Grantors agree as follows:

SECTION 1. In accordance with Section 7.14 of the Pledge and Security Agreement, each New Grantor by its signature below becomes a Grantor under the Pledge and Security Agreement with the same force and effect as if originally named therein as such, and such New Grantor hereby (a) agrees to all the terms and provisions of the Pledge and Security Agreement applicable to it in such capacities and (b) represents and warrants that the representations and warranties made by it in such capacities thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment or performance, as the case may be, in full of the Secured Obligations, does hereby grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such New Grantor’s right, title and interest in, to and under the Collateral of such New Grantor. Each reference to a “Loan Party” or “Grantor” in the Pledge and Security Agreement shall be deemed to include each New Grantor. The Pledge and Security Agreement is hereby incorporated herein by reference.

SECTION 2. Each New Grantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

applicable, the licensee and licensor, (d) Schedule IV sets forth, as of the date hereof, each Commercial Tort Claim in respect of which a complaint or counterclaim has been filed by such New Grantor seeking damages in an reasonably estimated to exceed $1,000,000, including a summary description of such claim, (e) Schedule V sets forth, as of the date hereof, each Letter of Credit Right that is not a Supporting Obligation with respect to any of the Collateral and that is owned by such New Grantor, (f) Schedule VI sets forth, as of the date hereof, each Chattel Paper in excess of $1,000,000 held by such New Grantor and (g) Schedule VII sets forth as of the date hereof, each Deposit Account of such New Grantor indicating if it is an Excluded Account.

SECTION 5. Except as expressly supplemented hereby, the Pledge and Security Agreement shall remain in full force and effect.

SECTION 6. This Supplement shall be construed in accordance with and governed by the law of the State of New York.

SECTION 7. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Pledge and Security Agreement.

SECTION 9. The New Grantors agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by it in connection with this Supplement, including the preparation, execution and delivery thereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this Supplement as of the day and year first above written.

	TAILORED BRANDS, INC.


	By:	/s/ Kelly M. Dilts
		Name: Kelly M. Dilts
		Title: Senior Vice President — Finance and Investor Relations


	TAILORED SHARED SERVICES, LLC


	By:	/s/ Kelly M. Dilts
		Name: Kelly M. Dilts
		Title: Senior Vice President — Finance and Investor Relations

[Signature Page – Supplement No. 2 to Pledge and Security Agreement (ABL)]

JPMORGAN CHASE BANK, N.A., as Administrative Agent


By:	/s/ Christy L. West
	Name:	Christy L. West
	Title:	Authorized Officer

[Signature Page – Supplement No. 2 to Pledge and Security Agreement (ABL)]

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

dated as of January 29, 2016,

among

THE MEN’S WEARHOUSE, INC.,

The Guarantors Party Hereto

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

7.00% Senior Notes due 2022

THIS SECOND SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), entered into as of January 29, 2016, to be effective at 12:01 a.m. Central Standard Time on January 31, 2016, among THE MEN’S WEARHOUSE, INC., a Texas corporation (the “ Issuer ”), TAILORED BRANDS, INC. a Texas corporation (“ Tailored Brands ”), and TAILORED SHARED SERVICES, LLC, a Delaware limited liability company (“ Shared Services ” and along with Tailored Brands, each an “ Undersigned ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “ Trustee ”).

RECITALS

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of June 18, 2014, as supplemented by that certain First Supplemental Indenture, dated as of June 18, 2014, by and among the Issuer, the Guarantors party thereto and the Trustee (as supplemented or modified from time to time, the “ Indenture ”), relating to the Issuer’s 7.00% Senior Notes due 2022 (the “ Notes ”);

WHEREAS, effective as of 12:01 a.m. Central Standard Time on January 31, 2016, the Issuer has consummated the Permitted Issuer Reorganization and in connection therewith Tailored Brands shall become a Guarantor and New Parent;

WHEREAS, the Issuer agreed pursuant to the Indenture to cause any Domestic Restricted Subsidiary that guarantees or becomes an obligor under the Issuer’s Term Loan Agreement following the Issue Date to provide Note Guarantees; and

WHEREAS, in connection with the Permitted Issuer Reorganization, Shared Services will become a guarantor under the Issuer’s Term Loan Agreement and as a result thereof Shared Services shall become a Guarantor.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Tailored Brands, by its execution of this Supplemental Indenture, agrees to be New Parent under the Indenture and to be bound by the terms of the Indenture applicable to New Parent.

Section 3. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 5. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 6. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 7. The recitals and statements herein are deemed to be those of the Issuer and the Undersigned and not the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

THE MEN’S WEARHOUSE, INC., as Issuer


By:	/s/ Jon W. Kimmins
	Name:	Jon W. Kimmins
	Title:	Executive Vice President, Chief Financial Officer,
	Treasurer and Principal Financial Officer


TAILORED BRANDS, INC., as a Guarantor


By:	/s/ Jon W. Kimmins
	Name:	Jon W. Kimmins
	Title:	Executive Vice President, Treasurer and Chief
	Financial Officer


TAILORED SHARED SERVICES, LLC, as a Guarantor


By:	/s/ Jon W. Kimmins
	Name:	Jon W. Kimmins
	Title:	Executive Vice President, Treasurer and Chief
	Financial Officer

[Second Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


By:	/s/ Valerie Boyd
	Name:	Valerie Boyd
	Title:	Vice President

[Second Supplemental Indenture]

Exhibit 10.1

AGREEMENT FOR ADOPTION AND ASSUMPTION OF
THE MEN’S WEARHOUSE, INC. EQUITY INCENTIVE PLANS

THIS AGREEMENT is entered into by and between The Men’s Wearhouse, Inc., a Texas corporation (“ TMW ”), and Tailored Brands, Inc., a Texas corporation (“ TBI ”).

W I T N E S S E T H :

WHEREAS , TMW previously adopted and continues to maintain (a) The Men’s Wearhouse, Inc. 1992 Non-Employee Director Stock Option Plan, (b) The Men’s Wearhouse, Inc. 1996 Long-Term Incentive Plan, and (c) The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan, as each such plan is amended and in effect (individually, a “ TMW Equity Incentive Plan ” and collectively, the “ TMW Equity Incentive Plans ”);

WHEREAS , pursuant to that Agreement and Plan of Merger dated as of January 26, 2016 (the “ Merger Agreement ”), by and among TMW, TBI and HoldCo Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of TBI (“ Merger Sub ”), TMW created a new holding company structure by merging into Merger Sub and thus becoming a direct, wholly owned subsidiary of TBI, as a result of which each share of the common stock, par value $0.01 per share of TMW (“ TMW Common Stock ”), outstanding immediately prior to the Effective Time (as that term is defined in the Merger Agreement) was converted on a one-for-one basis into a share of common stock, par value $0.01 per share of TBI (“ TBI Common Stock ”), and the TMW Common Stock ceased to be listed on the New York Stock Exchange and the TBI Common Stock began to be listed on the New York Stock Exchange;

WHEREAS , Section 3.1 of the Merger Agreement provides that at the Effective Time, TBI shall assume sponsorship of, and all obligations of TMW under, each TMW Equity Incentive Plan and the Board of Directors of TBI (or, as applicable, a committee thereof) shall

assume the authority of the Board of Directors of TMW (or, as applicable, a committee thereof) under each such TMW Equity Incentive Plan; and

WHEREAS , this Agreement sets forth the terms and provisions agreed upon by TBI and TMW for the adoption and assumption by TBI of the TMW Equity Incentive Plans.

NOW, THEREFORE , effective as of the Effective Time (as that term is defined in the Merger Agreement), TBI and TMW agree as follows:

1. TBI (a) adopts and assumes sponsorship of each of the TMW Equity Incentive Plans and (b) assumes and agrees to perform or provide for all of the responsibilities, duties, liabilities and obligations under the TMW Equity Incentive Plans and all award agreements issued thereunder (individually, a “ TMW Award ”, and collectively, the “ TMW Awards ”).

2. Each outstanding TMW Award payable in or otherwise determined with respect to TMW Common Stock shall be converted, without any further action on the part of TBI or TMW, to an award to acquire, or determined with respect to, that number of shares of TBI Common Stock equal to the number of shares of TMW Common Stock that could have been acquired or were otherwise represented in such TMW Award. Any such TMW Award with an exercise, grant or similar price shall have the same exercise, grant or similar price after the conversion.

3. The total number of shares of TBI Common Stock available under each TMW Equity Incentive Plan will equal the total number of shares of TMW Common Stock that was available at the Effective Time under such plan.

4. TMW, its Board of Directors and any committees of the TMW Board of Directors cease to be responsible for the administration of the TMW Equity Incentive Plans and all TMW Awards.

5. TBI, its Board of Directors and the appropriate committees of the TBI Board of Directors shall be responsible for the administration of the TMW Equity Incentive Plans and all TMW Awards.

6. All references in the TMW Equity Incentive Plans and outstanding TMW Awards to TMW shall be to TBI and all references to TMW Common Stock shall be to TBI Common Stock.

7. The name of The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan will be changed from “The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan” to the “Tailored Brands, Inc. 2004 Long-Term Incentive Plan” and the definition of the term “Plan” in Section 2.40 of the plan shall be revised accordingly.

8. TBI agrees to be bound by all of the terms, provisions, limitations and conditions of the TMW Equity Incentive Plans.

9. The agreements made hereunder are made in accordance with and subject to the provisions contained in the Merger Agreement.

10. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

11. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed effective as of the Effective Time (as that term is defined in the Merger Agreement)

	THE MEN’S WEARHOUSE, INC.


	By:	/s/ LAUREL C. PIES
	Name:	Laurel C. Pies
	Title:	Senior Vice President — Compensation &
		Benefits


	TAILORED BRANDS, INC.


	By:	/s/ A. ALEXANDER RHODES
	Name:	A. Alexander Rhodes
	Title:	Executive Vice President, General Counsel
		and Chief Compliance Officer

Exhibit 10.2

AGREEMENT FOR ADOPTION AND ASSUMPTION OF
THE MEN’S WEARHOUSE, INC. EMPLOYEE STOCK DISCOUNT PLAN

THIS AGREEMENT is entered into by and between The Men’s Wearhouse, Inc., a Texas corporation (“ TMW ”), and Tailored Brands, Inc., a Texas corporation (“ TBI ”).

W I T N E S S E T H :

WHEREAS , TMW previously adopted and continues to maintain The Men’s Wearhouse, Inc. Employee Stock Discount Plan (the “ ESDP ”);

WHEREAS , TMW and TBI have determined that the reorganization of TMW and TBI will constitute a “corporate transaction” under the provisions of Treasury Regulation §1.424-1(a)(3);

WHEREAS , Section 3.1 of the Merger Agreement provides that at the Effective Time, TBI shall assume sponsorship of, and all obligations of TMW under, the ESDP and the Board of Directors of TBI (or, as applicable, a committee thereof) shall assume the authority of the Board of Directors of TMW (or, as applicable, a committee thereof) under the ESDP;

WHEREAS , this Agreement sets forth the terms and provisions agreed upon by TBI and TMW for the adoption and assumption by TBI of the ESDP.

NOW, THEREFORE , effective as of the Effective Time (as that term is defined in the Merger Agreement), TBI and TMW agree as follows:

1. TBI (a) adopts and assumes sponsorship of the ESDP and (b) assumes and agrees to perform or provide for all of the responsibilities, duties, liabilities and obligations under the ESDP including all options issued thereunder (the “ ESDP Options ”) and all payroll deduction forms filed by participants under the ESDP.

2. Each outstanding ESDP Option shall be converted, without any further action on the part of TBI or TMW, to an option to acquire that number of shares of TBI Common Stock equal to the number of shares of TMW Common Stock that could have been acquired under the ESDP Option at an exercise price (referred to in the ESDP as the “Option Price”) equal to the exercise price (or “Option Price”) determined under the terms of such outstanding ESDP Option.

3. The total number of shares of TBI Common Stock committed to the Plan will equal the total number of shares of TMW Common Stock committed to the Plan, and the total number of shares of TBI Common Stock available under the Plan will equal the total number of shares of TMW Common Stock available under the Plan.

4. TMW and its Board of Directors cease to be responsible for the administration of the ESDP and the ESDP Options.

5. The members of the Committee (as that term is defined in the ESDP) administering the ESDP shall continue to be the members of such committee until replaced or their service otherwise terminates as provided in the ESDP. TBI and its Board of Directors shall

be responsible for those additional aspects of the ESDP that were previously administered by TMW or TMW’s Board of Directors, respectively.

6. All references in the ESDP, outstanding ESDP Options and payroll deduction forms filed under the ESDP to TMW shall be to TBI and all references to TMW Common Stock shall be to TBI Common Stock.

7. The term of the current Offering Period under the ESDP in effect at the Effective Time (as that term is defined in the Merger Agreement) and the Exercise Date with respect to that period shall remain unchanged.

8. The name of the ESDP will be changed from “The Men’s Wearhouse, Inc. Employee Stock Discount Plan” to the “Tailored Brands, Inc. Employee Stock Discount Plan” and the definition of the term “Plan” in Section 2.17 of the ESDP shall be revised accordingly.

9. TBI agrees to be bound by all of the terms, provisions, limitations and conditions of the ESDP.

10. The agreements made hereunder are made in accordance with and subject to the provisions contained in the Merger Agreement.

11. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

12. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed effective as of the Effective Time (as that term is defined in the Merger Agreement).


	THE MEN’S WEARHOUSE, INC.


	By:	/s/ LAUREL C. PIES
	Name: Laurel C. Pies
	Title: Senior Vice President — Compensation & Benefits

	TAILORED BRANDS, INC.


	By:	/s/ A. ALEXANDER RHODES
	Name: A. Alexander Rhodes
	Title: Executive Vice President, General Counsel
	and Chief Compliance Officer

Exhibit 10.3

ASSIGNMENT AND AMENDMENT OF EMPLOYMENT AGREEMENT

This Assignment and Amendment of Employment Agreement (this “ Assignment and Amendment ”) is entered into effective as of January 31, 2016, by and between Tailored Brands, Inc., a Texas corporation (“ TBI ”), Tailored Shared Services, LLC, a Delaware limited liability company (“ SSU ”), The Men’s Wearhouse, Inc., a Texas corporation (the “ TMW ”), and Douglas S. Ewert (“ Executive ”).

R E C I T A L S :

WHEREAS, TMW and Executive entered into an Amended and Restated Employment Agreement dated April 22, 2015 (the “ Existing Agreement ”);

WHEREAS, on the date hereof, TMW reorganized into a holding company structure pursuant to which TMW became a wholly-owned subsidiary of TBI, and TMW transferred the operations and employees associated with the shared service functions of the company to SSU; and

WHEREAS, as a result of such reorganization, TMW desires to transfer to TBI all of TMW’s rights, title and interest in, to and under the Existing Agreement, and TBI desires to acquire such rights, title and interest in, to and under the Existing Agreement, all upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

1. Assignment . Subject to the terms and conditions contained herein, TMW hereby assigns and delivers to TBI and its successors and assigns, all of TMW’s rights, title and interest in, to and under the Existing Agreement, and TBI accepts such assignment.

2. Assumption of Liabilities . TBI agrees to assume all of TMW’s obligations under the Existing Agreement (collectively, the “ Assumed Liabilities ”). TBI agrees, or shall cause SSU where applicable, to fully perform and assure payment of the Assumed Liabilities in accordance with their respective terms. TBI hereby further agrees to be bound by and act in accordance with all terms and conditions set forth in the Existing Agreement.

3. Amendments .

A. Section 1 of the Existing Agreement is amended and restated in its entirety as follows: “ Employment and Duties . The Company hereby agrees to employ Executive as Chief Executive Officer of the Company, and Executive hereby accepts such employment and agrees to serve the Company in such capacity on the terms and subject to the conditions set forth in this Agreement. Executive hereby acknowledges and agrees

that while he serves as the Chief Executive Officer of the Company, he will be formally employed by Tailored Shared Services, LLC, an indirect wholly owned subsidiary of the Company.”

B. The Existing Agreement shall be amended throughout such that all references therein to the “Company” shall be deemed to be references to TBI, unless the context specifically requires otherwise.

4. Consent to Assignment . Executive hereby consents to the assignment of the Existing Agreement from TMW to TBI and agrees to serve as the Chief Executive Officer of TBI and to be employed by SSU. Executive further acknowledges and agrees that none of the transactions contemplated hereby shall constitute a termination, either with or without cause, or give rise to a claim for termination for good reason under the Existing Agreement.

5. Miscellaneous .

A. This Assignment and Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns.

B. This Assignment and Amendment shall be governed and construed under and interpreted in accordance with the laws of the State of Texas without giving effect to the doctrine of conflict of laws.

C. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

D. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument. Original signatures hereto may be delivered by facsimile which will be deemed originals.

[SIGNATURES INCLUDED ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Assignment and Amendment to be executed effective as of the date first written above.

	THE MEN’S WEARHOUSE, INC.


	By:	/s/ CAROLE L. SOUVENIR
	Name: Carole L. Souvenir
	Title: Executive Vice President — Employee Relations


	TAILORED BRANDS, INC.


	By:	/s/ JON W. KIMMINS
	Name: Jon W. Kimmins
	Title: Executive Vice President, Chief Financial
	Officer, Treasurer and Principal Financial
	Officer


	TAILORED SHARED SERVICES, LLC


	By:	/s/ A. ALEXANDER RHODES
	Name: A. Alexander Rhodes
	Title: Executive Vice President, General Counsel
	and Chief Compliance Officer

	EXECUTIVE:


	/s/ DOUGLAS S. EWERT
	DOUGLAS S. EWERT

Exhibit 10.4

ASSIGNMENT AND AMENDMENT OF EMPLOYMENT AGREEMENT

R E C I T A L S :

WHEREAS, TMW and Executive entered into an Employment Agreement dated April 1, 2013 (the “ Existing Agreement ”);

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

3. Amendments .

A. Section 1 of the Existing Agreement is amended and restated in its entirety as follows: “ Employment and Duties . The Company hereby agrees to employ Executive as Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer of the Company, and Executive hereby accepts such employment and agrees to serve the Company in such capacity on the terms and subject to the conditions set forth in

this Agreement. Executive hereby acknowledges and agrees that while he serves as the Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer of the Company, he will be formally employed by Tailored Shared Services, LLC, an indirect wholly owned subsidiary of the Company.”

5. Miscellaneous .

A. This Assignment and Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns.

B. This Assignment and Amendment shall be governed and construed under and interpreted in accordance with the laws of the State of Texas without giving effect to the doctrine of conflict of laws.

[SIGNATURES INCLUDED ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Assignment and Amendment to be executed effective as of the date first written above.

	THE MEN’S WEARHOUSE, INC.


	By:	/s/ CAROLE L. SOUVENIR
	Name:	Carole L. Souvenir
	Title:	Executive Vice President – Employee Relations


	TAILORED BRANDS, INC.


	By:	/s/ BRUCE THORN
	Name:	Bruce Thorn
	Title:	Executive Vice President and Chief Operating Officer


	TAILORED SHARED SERVICES, LLC


	By:	/s/ A. ALEXANDER RHODES
	Name:	A. Alexander Rhodes
	Title:	Executive Vice President, General Counsel and Chief Compliance Officer


	EXECUTIVE:


	/s/ JON W. KIMMINS
	JON W. KIMMINS

Exhibit 10.5

ASSIGNMENT AND AMENDMENT OF EMPLOYMENT AGREEMENT

R E C I T A L S :

WHEREAS, TMW and Executive entered into an Employment Agreement dated June 29, 2015 (the “ Existing Agreement ”);

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

3. Amendments .

A. Section 1 of the Existing Agreement is amended and restated in its entirety as follows: “ Employment and Duties . The Company hereby agrees to employ Executive as Executive Vice President and Chief Operating Officer of the Company, and Executive hereby accepts such employment and agrees to serve the Company in such capacity on the terms and subject to the conditions set forth in this Agreement. Executive hereby

acknowledges and agrees that while he serves as the Executive Vice President and Chief Operating Officer of the Company, he will be formally employed by Tailored Shared Services, LLC, an indirect wholly owned subsidiary of the Company.”

5. Miscellaneous .

A. This Assignment and Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns.

B. This Assignment and Amendment shall be governed and construed under and interpreted in accordance with the laws of the State of Texas without giving effect to the doctrine of conflict of laws.

[SIGNATURES INCLUDED ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Assignment and Amendment to be executed effective as of the date first written above.

	THE MEN’S WEARHOUSE, INC.


	By:	/s/ CAROLE L. SOUVENIR
	Name:	Carole L. Souvenir
	Title:	Executive Vice President – Employee Relations


	TAILORED BRANDS, INC.


	By:	/s/ JON W. KIMMINS
	Name:	Jon W. Kimmins
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer
	Title:


	TAILORED SHARED SERVICES, LLC


	By:	/s/ A. ALEXANDER RHODES
	Name:	A. Alexander Rhodes
	Title:	Executive Vice President, General Counsel and Chief Compliance Officer
	Title:


	EXECUTIVE:


	/s/ BRUCE THORN
	BRUCE THORN

Exhibit 99.1

	*News Release*

	Contact:
	Investor Relations
	(281) 776-7575
	ir@tmw.com

	Kelly Dilts
	Men’s Wearhouse, SVP, Finance & IR

	Ken Dennard
	Dennard · Lascar Associates

For Immediate Release

MEN’S WEARHOUSE ANNOUNCES

NEW HOLDING COMPANY: TAILORED BRANDS, INC.

FREMONT, CA — January 29, 2016 — The Men’s Wearhouse (NYSE: MW) today announced that, effective January 31, 2016, Men’s Wearhouse will implement a holding company structure. The new holding company is Tailored Brands, Inc., a Texas corporation.

As a result of this event, Men’s Wearhouse shareholders will become shareholders of the new Texas holding company on a one-for-one basis, automatically holding the same number of shares and same ownership percentage in Tailored Brands as they held in Men’s Wearhouse immediately prior to implementation. Tailored Brands, Inc. will replace Men’s Wearhouse as the publicly held corporation, and beginning on February 1, 2016, the shares of Tailored Brands, Inc. will trade on the NYSE under the ticker symbol “TLRD”. The directors and executive officers of the company will not change.

Doug Ewert, chief executive officer stated, “We believe the holding company structure will allow us to support, nurture and augment our family of brands as we further leverage our shared services platform.”

FEBRUARY INVESTOR UPDATE SCHEDULED

Additionally, please note, Men’s Wearhouse will provide a fourth quarter 2015 update on Tuesday, February 16, 2016.

The Men’s Wearhouse, Inc. is the largest specialty retailer of men’s suits and the largest provider of rental product in the U.S. and Canada with 1,748 stores including tuxedo shops within Macy’s stores. The Men’s Wearhouse, Jos. A. Bank, K&G and Moores stores carry a full selection of suits, sport coats, furnishings and accessories in exclusive and non-exclusive merchandise brands and Men’s Wearhouse and Tux stores carry a limited selection. Most K&G stores carry a full selection of women’s apparel. Tuxedo and suit rentals are available in the Men’s Wearhouse, Jos. A. Bank, Moores, Men’s Wearhouse and Tux stores as well as tuxedo shops within Macy’s stores. Additionally, Men’s Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the United Kingdom.

For additional information on Men’s Wearhouse, please visit the Company’s websites at www.menswearhouse.com, www.josbank.com, www.josephabboud.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk.

This press release contains forward-looking information. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. These forward-looking statements may be significantly impacted by various factors, including, but not limited to: actions by governmental entities, domestic and international economic activity and inflation, success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, as well as integration of acquisitions, including Jos. A. Bank; cost reduction initiatives; store rationalization plans; revenue enhancement strategies; the impact of opening tuxedo shops within Macy’s stores; changes in demand for clothing, market trends in the retail business, customer confidence and spending patterns, changes in traffic trends in our stores, customer acceptance of our strategies, performance issues with key suppliers, disruptions in our supply chain, severe weather, foreign currency fluctuations, government export and import policies, advertising or marketing activities of competitors, and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations.

The forward-looking statements in this press release speak only as of the date hereof. Except for the ongoing obligations of Men’s Wearhouse to disclose material information under the federal securities laws, Men’s Wearhouse undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law. Other factors that may impact the forward-looking statements are described in our latest annual report on Form 10-K and our filings on Form 10-Q.