EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 20, 2004Merger Agreement • May 18th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • California
Exhibit 1.1 5,300,000 Shares of Common Stock OUTDOOR CHANNEL HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2005 • Outdoor Channel Holdings Inc • Cable & other pay television services • New York
AGREEMENT ---------Indemnification Agreement • November 12th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • Delaware
EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement • May 16th, 2005 • Outdoor Channel Holdings Inc • Services-membership organizations • California
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 20, 2004Merger Agreement • April 21st, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • California
RECITALSRegistration Rights Agreement • June 28th, 2005 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER OF OUTDOOR CHANNEL HOLDINGS, INC. (A DELAWARE CORPORATION)Merger Agreement • September 20th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations
EXHIBIT 10.13 OUTDOOR CHANNEL HOLDINGS, INC. FORM OF STOCK OPTION AGREEMENT (PURSUANT TO NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN) This Stock Option Agreement (the "Agreement") is made as of this ___ day of ______________, 20__, between Outdoor...Stock Option Agreement • March 30th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations
RECITALS --------Non-Statutory Stock Option Agreement • November 12th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • California
EXHIBIT 99.1 OUTDOOR CHANNEL HOLDINGS, INC. 2004 LONG-TERM INCENTIVE PLAN ------------------------------ STOCK OPTION AWARD AGREEMENT ------------------------------ AWARD NO. _____ You (the "PARTICIPANT") are hereby awarded the following stock option...Stock Option Award Agreement • December 20th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • Delaware
AGREEMENT ---------Advertising Agreement • March 31st, 2003 • Global Outdoors Inc • Services-membership organizations • California
RECITALSRegistration Rights Agreement • December 19th, 2003 • Outdoor Channel Holdings Inc • Services-membership organizations • California
EXHIBIT 4.4 STOCK OPTION AGREEMENT - PLAN 2 ------------------------------- This STOCK OPTION AGREEMENT ("Stock Option Agreement") made this 15th day of June, 1993, between GLOBAL RESOURCES, INC., an Alaska Corporation, which includes its subsidiary...Stock Option Agreement • March 4th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • California
RECITALS --------Severance Agreement • December 19th, 2003 • Outdoor Channel Holdings Inc • Services-membership organizations • California
EXHIBIT 99.2 OUTDOOR CHANNEL HOLDINGS, INC. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED SHARES AWARD AGREEMENT ------------------------------Restricted Shares Award Agreement • December 20th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • Delaware
OUTDOOR CHANNEL HOLDINGS, INC. CATHERINE C. LEE EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2012 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
This Employment Agreement (this “Agreement”) is entered into as of February 1, 2012 by and between Outdoor Channel Holdings, Inc. (the “Company”) and Catherine C. Lee (the “Executive”).
1 EXHIBIT 4.1 FORM OF SELECTED BROKER-DEALER'S UNIT PURCHASE WARRANT 2 EXHIBIT 4.1Unit Purchase Warrant • January 30th, 1997 • Global Outdoors Inc • Services-membership organizations
STOCK OPTION AGREEMENT ---------------------- NO. _____ TYPE OF OPTION (CHECK ONE): |_| INCENTIVE |_| NONQUALIFIED This Stock Option Agreement (the "Agreement") is entered into effective as of _______________, by and between THE OUTDOOR CHANNEL, INC.,...Stock Option Agreement • November 12th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • California
SUPPORT AGREEMENTSupport Agreement • March 26th, 2013 • Outdoor Channel Holdings Inc • Cable & other pay television services • Delaware
This SUPPORT AGREEMENT, dated as of March 13, 2013 (this “Agreement”), by and among the individuals listed on Schedule I hereto (collectively, the “Supporting Parties”) and Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (“Parent”, and together with the Supporting Parties, the “Parties”).
1 EXHIBIT 4.2 FORM OF CLASS F WARRANT AGREEMENT BY AND BETWEEN THE REGISTRANT AND AMERICAN SECURITIES TRANSFER AND TRUST, INC. 2 EXHIBIT 4.2Warrant Agreement • January 30th, 1997 • Global Outdoors Inc • Services-membership organizations • Colorado
EXHIBIT 4.2 OUTDOOR CHANNEL HOLDINGS, INC. STOCK OPTION AGREEMENT Type of Option (check one): |_| Incentive |_| Nonqualified No. ___ This Stock Option Agreement (the "Agreement") is entered into effective as of November 13, 2003 by and between OUTDOOR...Stock Option Agreement • November 12th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • California
OFFICE LEASE AGREEMENTOffice Lease Agreement • March 9th, 2012 • Outdoor Channel Holdings Inc • Cable & other pay television services • Oklahoma
the installment(s) of Additional Rent next coming due under the Lease. Any overpayment in an amount equal to or less than the equivalent of one (1) month’s Base Rent shall, at Landlord’s option, be refunded to Tenant or credited against the installment of Additional Rent due for the month immediately following the furnishing of such estimate. Any amount paid by Tenant based on any estimate shall be subject to adjustment pursuant to Paragraph C below, when actual Basic Costs are determined for such calendar year.
SECOND AMENDMENT TO OUTDOOR CHANNEL HOLDINGS, INC. THOMAS D. ALLEN EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2012 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
This Second Amendment (the “Amendment”) is entered into as of February 7, 2012 by and between Outdoor Channel Holdings, Inc. (the “Company”) and Thomas D. Allen (the “Executive”). Capitalized terms used herein which are not defined herein shall have the definitions ascribed to them in that certain Employment Agreement dated as of July 16, 2010 by and between the Company and the Executive, as amended through December 13, 2011 (the “Agreement”).
OUTDOOR CHANNEL HOLDINGS, INC. THOMAS D. ALLEN EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2010 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
This Employment Agreement (this “Agreement”) is entered into as of June 29, 2010 by and between Outdoor Channel Holdings, Inc. (the “Company”) and THOMAS D. ALLEN (the “Executive”).
OUTDOOR CHANNEL HOLDINGS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • March 17th, 2008 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between _________ (“Executive”) and Outdoor Channel Holdings, Inc. (the “Company”), effective as of _________ (the “Effective Date”).
CONSULTING AGREEMENTConsulting Agreement • December 28th, 2006 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
This Consulting Agreement (“Agreement”) is made and entered into as of the second (2nd) day of January, 2007, by and between The Outdoor Channel, Inc. (the “Company”), and Andrew J. Dale (“Consultant”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
OUTDOOR CHANNEL HOLDINGS, INC. 2004 LONG-TERM INCENTIVE PLAN Restricted Stock Unit Award Agreement Award No.Restricted Stock Unit Award Agreement • November 4th, 2010 • Outdoor Channel Holdings Inc • Cable & other pay television services • Delaware
You are hereby awarded Restricted Stock Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”), in the Restricted Stock Unit Election (the “Election Form”), and in the Outdoor Channel Holdings, Inc. 2004 Long-Term Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award Agreement, including your tax alternatives and their consequences.
EXHIBIT 1.3Broker-Dealer Agreement • January 30th, 1997 • Global Outdoors Inc • Services-membership organizations • Colorado
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 24th, 2010 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
This Separation Agreement and Release (“Agreement”) is made by and between Shad L. Burke (“Employee”) and Outdoor Channel Holdings, Inc. (“Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
LEASELease Agreement • March 16th, 2006 • Outdoor Channel Holdings Inc • Cable & other pay television services
This Lease (this “Lease”) is entered into between Musk Ox Properties, L.P., a limited partnership organized under Nevada law (“Landlord”) and Outdoor Channel Holdings, Inc., a Delaware corporation (“Tenant”) as of January 1, 2006.
OUTDOOR CHANNEL HOLDINGS, INC. JAMES E. WILBURN EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2012 • Outdoor Channel Holdings Inc • Cable & other pay television services • Oklahoma
This Employment Agreement (this “Agreement”) is effective as of January 1, 2012 (the “Effective Date”) by and between Outdoor Channel Holdings, Inc. (the “Company”), and James E. Wilburn (the “Executive”).
OUTDOOR CHANNEL HOLDINGS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • February 16th, 2007 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and Outdoor Channel Holdings, Inc. (the “Company”), effective as of (the “Effective Date”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 26th, 2013 • Outdoor Channel Holdings Inc • Cable & other pay television services
THIS AGREEMENT is dated as of March 26, 2013, by and among Perry T. Massie, Thomas H. Massie, Musk Ox Investments, L.P., a Nevada limited partnership, The Perry T. and Sandra Lynn Massie Trust dated October 14, 1997, and The Massie Family Trust dated May 23, 2007.
AMENDMENT TO LOAN AGREEMENT AND NOTELoan Agreement • March 16th, 2006 • Outdoor Channel Holdings Inc • Cable & other pay television services
This amendment (the “Amendment”), dated as of the date specified below, is by and between the borrower (the “Borrower”) and the bank (the “Bank”) identified below,
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2007 • Outdoor Channel Holdings Inc • Cable & other pay television services • California
This Consulting Agreement (“Agreement”) is made and entered into as of the fifteenth (15th) day of December 2007 by and between Outdoor Channel Holdings, Inc. (the “Company”) and William A. Owen (“Consultant”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
