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 • September 5th, 2023 • Outdoor Products Spinco 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 • September 5th, 2023 • Outdoor Products Spinco 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 • September 5th, 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.
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2023 • Outdoor Products Spinco 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”).
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]”).
