SHARE PURCHASE AGREEMENT by and among FOX PARENT HOLDINGS, LLC, FOX (PARENT) HOLDINGS, INC., VISTA OUTDOOR OPERATIONS LLC, and solely for purposes of Section 10.25 of this Agreement VISTA OUTDOOR INC., as the Parent Dated as of June 30, 2022Share Purchase Agreement • January 16th, 2024 • Revelyst, Inc. • Sporting & athletic goods, nec • Delaware
This SHARE PURCHASE AGREEMENT (as amended, modified, or supplemented from time to time, this “Agreement”) is made as of the June 30, 2022, by and among Fox Parent Holdings, LLC, a Delaware limited liability company (“Seller”), Fox (Parent) Holdings, Inc., a Delaware corporation (“Company”), Vista Outdoor Operations LLC, a Delaware limited liability company (“Buyer”), and solely for purposes of Section 10.25, Vista Outdoor Inc. (the “Parent”).
STOCK PURCHASE AGREEMENT by and among VISTA OUTDOOR OPERATIONS LLC, a Delaware limited liability company, as Acquiror WAWGD, INC., (DBA FORESIGHT SPORTS, INC.), a California corporation, as the Company SCOTT WERBELOW, SCOTT WILSON, JON WATTERS, JOHN...Stock Purchase Agreement • January 16th, 2024 • Revelyst, Inc. • Sporting & athletic goods, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 9, 2021 (the “Agreement Date”) by and among Vista Outdoor Operations LLC, a Delaware limited liability company (“Acquiror”), Scott Werbelow, Scott Wilson, Jon Watters, John W. Hoffee and Chris Kiraly (individually, a “Seller Guarantor”, and collectively the “Seller Guarantors”), the Persons set forth on Exhibit 1 attached hereto (each, a “Seller” and, collectively, the “Sellers”), WAWGD, Inc., (dba Foresight Sports, Inc.), a California corporation (the “Company”), WAWGD NEWCO, Inc., a California corporation (“NewCo”) and Fortis Advisors LLC, a Delaware limited liability company (the “Seller Representative”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 22, 2022 BY AND AMONG VISTA OUTDOOR OPERATIONS LLC TROPHY MERGER SUB, LLC, SIMMS FISHING PRODUCTS LLC, SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EQUITYHOLDER REPRESENTATIVE AND solely for purposes of...Merger Agreement • January 16th, 2024 • Revelyst, Inc. • Sporting & athletic goods, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 22, 2022 by and among Vista Outdoor Operations LLC, a Delaware limited liability company (“Purchaser”), Trophy Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), Simms Fishing Products LLC, a Delaware limited liability company (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Equityholders’ representative, agent and attorney-in-fact (the “Equityholder Representative”), and, solely for purposes of Section 11.16, Vista Outdoor Inc., a Delaware corporation (the “Parent”). Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I.
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2024 • Revelyst, Inc. • Sporting & athletic goods, nec • Delaware
This Employment Agreement (the “Agreement”), made effective as of July 20, 2023 (the “Effective Date”), is entered into by and between Vista Outdoor, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Eric Nyman (the “Executive”).
AMENDED AND RESTATED SEPARATION AGREEMENT by and between VISTA OUTDOOR INC. and REVELYST, INC. Dated as of October 4, 2024Separation Agreement • October 7th, 2024 • Revelyst, Inc. • Sporting & athletic goods, nec • Delaware
Page ARTICLE I Definitions 2 Section 1.01 Definitions 2 ARTICLE II The Separation 17 Section 2.01 Transfer of Assets and Assumption of Liabilities 17 Section 2.02 Certain Matters Governed Exclusively by Ancillary Agreements 22 Section 2.03 Termination of Agreements; Settlement of Intercompany Accounts; Bank Accounts 22 Section 2.04 Shared Contracts 24 Section 2.05 Disclaimer of Representations and Warranties 25 Section 2.06 Closing Adjustments 25 Section 2.07 Earn-Out 32 ARTICLE III Credit Support 36 Section 3.01 Replacement of Vista Outdoor Credit Support 36 Section 3.02 Replacement of Revelyst Credit Support 37 ARTICLE IV Taxes 38 Section 4.01 Tax Indemnification 38 Section 4.02 Tax Returns 38 Section 4.03 Intended Tax Treatment; Certain Tax Actions 40 Section 4.04 Tax Dispute Resolution 41 Section 4.05 Tax Refunds 41 Section 4.06 Treatment of Certain Payments 41 Section 4.07 Straddle Periods 41 Section 4.08 Certain Tax Contests 42 Section 4.09 Tax Matters Cooperation 43 Section 4.10
AGREEMENT AND PLAN OF MERGER Dated October 4, 2024 Among VISTA OUTDOOR INC. REVELYST, INC. CABIN RIDGE INC. And OLIBRE LLCMerger Agreement • October 7th, 2024 • Revelyst, Inc. • Sporting & athletic goods, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated October 4, 2024 (this “Agreement”), is among VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), REVELYST, INC. (the “Company”), OLIBRE LLC, a Delaware limited liability company (“Parent”), and CABIN RIDGE INC., a Delaware corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub”).
TRANSITION SERVICES AGREEMENT by and between VISTA OUTDOOR INC. and REVELYST, INC. Dated as of November 27, 2024Transition Services Agreement • November 27th, 2024 • Revelyst, Inc. • Sporting & athletic goods, nec • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 27, 2024, by and between VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), and REVELYST, INC., a Delaware corporation (“Revelyst”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 22, 2022 BY AND AMONG VISTA OUTDOOR OPERATIONS LLC TROPHY MERGER SUB, LLC, SIMMS FISHING PRODUCTS LLC, SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EQUITYHOLDER REPRESENTATIVE AND solely for purposes of...Agreement and Plan of Merger • July 10th, 2023 • Outdoor Products Spinco Inc. • Sporting & athletic goods, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 22, 2022 by and among Vista Outdoor Operations LLC, a Delaware limited liability company (“Purchaser”), Trophy Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), Simms Fishing Products LLC, a Delaware limited liability company (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Equityholders’ representative, agent and attorney-in-fact (the “Equityholder Representative”), and, solely for purposes of Section 11.16, Vista Outdoor Inc., a Delaware corporation (the “Parent”). Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I.
TRANSITION SERVICES AGREEMENT by and between VISTA OUTDOOR INC. and [OUTDOOR PRODUCTS SPINCO INC.] Dated as of [●]Transition Services Agreement • September 5th, 2023 • Outdoor Products Spinco Inc. • Sporting & athletic goods, nec • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], by and between VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), and [OUTDOOR PRODUCTS SPINCO INC.], a Delaware corporation (“[Outdoor Products]”).
TAX MATTERS AGREEMENT by and between VISTA OUTDOOR INC. and [OUTDOOR PRODUCTS SPINCO INC.] Dated as of [●], 2023Tax Matters Agreement • September 5th, 2023 • Outdoor Products Spinco Inc. • Sporting & athletic goods, nec • Delaware
TAX MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2023, by and between VISTA OUTDOOR INC., a Delaware corporation (“Vista”) and [OUTDOOR PRODUCTS SPINCO INC.], a Delaware corporation (“Spinco” and, together with Vista, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between VISTA OUTDOOR INC. and [OUTDOOR PRODUCTS SPINCO INC.] Dated as of [•]Separation and Distribution Agreement • September 5th, 2023 • Outdoor Products Spinco Inc. • Sporting & athletic goods, nec • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•], by and between VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), and [OUTDOOR PRODUCTS SPINCO INC.], a Delaware corporation and a direct wholly-owned Subsidiary of Vista Outdoor (“[Outdoor Products]”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ContractEmployee Matters Agreement • September 5th, 2023 • Outdoor Products Spinco Inc. • Sporting & athletic goods, nec
EMPLOYEE MATTERS AGREEMENT, dated as of [●], 2023, by and between VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), and [OUTDOOR PRODUCTS SPINCO INC.], a Delaware corporation and direct wholly owned subsidiary of Vista Outdoor (“[Outdoor Products]”).
