EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2010 • Clarus Corp • Blank checks • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 7, 2010, between Clarus Corporation, a Delaware corporation (the “Company”), and Peter Metcalf (the “Employee”).
Agreement and Plan of Merger by and among Clarus Corporation, Everest/Sapphire Acquisition LLC, Everest Merger I Corp. Everest Merger II, LLC Gregory Mountain Products, Inc. and Kanders GMP Holdings, LLC, Schiller Gregory Investment Company, LLC Dated...Agreement and Plan of Merger • May 10th, 2010 • Clarus Corp • Blank checks • Delaware
Agreement and Plan of Merger, dated as of May 7, 2010 (this “Agreement”), by and among Clarus Corporation, a Delaware corporation (“Purchaser Parent”); Everest/Sapphire Acquisition LLC., a Delaware limited liability company and wholly-owned direct subsidiary of Purchaser Parent (“Purchaser”); Everest Merger I Corp., a Delaware corporation and a wholly-owned direct subsidiary of Purchaser (“Merger Sub One”); Everest Merger II, LLC, a Delaware limited liability company and a wholly-owned direct subsidiary of Purchaser (“Merger Sub Two” and together with Merger Sub One (“Merger Subs”)); Gregory Mountain Products, Inc., a Delaware corporation (“Company”); and each of Kanders GMP Holdings, LLC, a Delaware limited liability company, and Schiller Gregory Investment Company LLC, a Florida limited liability company (each a “Stockholder”, and collectively, the “Stockholders”).
Agreement and Plan of Merger by and among Clarus Corporation Everest/Sapphire Acquisition, LLC Sapphire Merger Corp. Black Diamond Equipment, Ltd. and Ed McCall, as Stockholders’ Representative Dated as of May 7, 2010Agreement and Plan of Merger • May 10th, 2010 • Clarus Corp • Blank checks • Delaware
Agreement and Plan of Merger, dated as of May 7, 2010 (this “Agreement”), by and among Clarus Corporation, a Delaware corporation (“Purchaser Parent”); Everest/Sapphire Acquisition, LLC, a Delaware corporation and wholly-owned direct subsidiary of Purchaser Parent (“Purchaser”); Sapphire Merger Corp., a Delaware corporation and a wholly-owned direct subsidiary of Purchaser (“Merger Sub”); Black Diamond Equipment, Ltd., a Delaware corporation (“Company”); and Ed McCall, an individual, solely as Stockholders’ Representative (“Stockholders’ Representative”).
Company Stockholders’ Support Agreement (Other Holders)Other Holders) • May 10th, 2010 • Clarus Corp • Blank checks • Delaware
Agreement, dated as of May 8, 2010 (this “Agreement”), by and among Christian Jaeggi (“Jaeggi”), Mark Ritchie (“Ritchie”), Chris Grover (“Grover”), Scott Carlson (“Carlson”), Ed McCall (“McCall”) and Scott Bowers (“Bowers”), Paul Bancroft (“Bancroft”), Maria Cranor (“Cranor”), Michael Metcalf (“Metcalf”), and Phillip Boone, Jr. (“Boone”, and collectively with Jaeggi, Ritchie, Grover, Carlson, McCall, Bowers, Bancroft, Cranor and Metcalf, the “Principal Stockholders” and individually as a “Principal Stockholder”), each residing at the address specified under their respective signature below; and Everest/Sapphire Acquisition, LLC, a Delaware limited liability company (“Purchaser”).
STOCKHOLDERS SUPPORT AGREEMENTStockholders Support Agreement • May 10th, 2010 • Clarus Corp • Blank checks • Delaware
This STOCKHOLDERS SUPPORT AGREEMENT (this “Agreement”) is entered into between LOST ARROW LTD., a Japanese corporation (“Lost Arrow”), NAOE SAKASHITA, an individual resident in Japan (“Sakashita”), and EVEREST/SAPPHIRE ACQUISITION LLC, a Delaware limited liability company (“Purchaser”).
Company Stockholders’ Support Agreement (Metcalf, Duff & Peay)Merger Agreement • May 10th, 2010 • Clarus Corp • Blank checks • Delaware
Agreement, dated as of May 8, 2010 (this “Agreement”), by and among each of Peter Metcalf, an individual residing in the State of Utah (“Metcalf”), Philip Duff, an individual residing in the State of Connecticut (“Duff”) and Robert Peay, an individual residing in the State of Utah (“Peay”, and collectively with Metcalf and Duff, the “Designated Officer/Director Principal Stockholders” and each individually a “Designated Officer/Director Principal Stockholder”); and Everest/Sapphire Acquisition, LLC, a Delaware limited liability company (“Purchaser”).
