AMENDED AND RESTATED SEPARATION AGREEMENT by and between VISTA OUTDOOR INC. and REVELYST, INC. Dated as of October 4, 2024Separation Agreement • October 7th, 2024 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • 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 LLCAgreement and Plan of Merger • October 7th, 2024 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • 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”).
AMENDMENT NO. 6 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 7th, 2024 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
This Amendment No. 6, dated October 4, 2024 (this “Amendment”), to the Merger Agreement (as defined below) is by and among Vista Outdoor Inc., a Delaware corporation (“Company”), Revelyst, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company (“Outdoor Products”), CSG Elevate II Inc., a Delaware corporation (“Parent”), CSG Elevate III Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Czechoslovak Group a.s., a joint stock company incorporated under the laws of the Czech Republic (“CSG” and, together with Company, Outdoor Products, Parent and Merger Sub, the “Parties”).
