10-12B

As filed with the Securities and Exchange Commission on September 5, 2023.

File No.            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of

The Securities Exchange Act of 1934

Outdoor Products Spinco Inc.*

(Exact name of Registrant as specified in its charter)

Delaware	88-3763984
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
[    ]	[    ] (Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

[                    ]

Copies to:

Vista Outdoor Inc. 1 Vista Way Anoka, MN 55303 (763) 433-1000 Attn: Jeffrey Ehrich General Counsel and Corporate Secretary (Interim) Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 Attn: Craig F. Arcella Nicholas A. Dorsey

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of each exchange on which each class is to be registered
Common Stock, par value $0.01	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐  Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

*The registrant is currently named Outdoor Products Spinco Inc. The registrant plans to change its name prior to the effective date of this registration statement.

Outdoor Products Spinco Inc.

Information Required in Registration Statement

Cross-Reference Sheet Between the Information Statement and Items of Form 10

This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.

Item No.	Caption	Location in Information Statement
1.	Business	See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information”
1A.	Risk Factors	See “Summary,” “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements”
2.	Financial Information	See “Summary,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Description of Our Indebtedness” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
3.	Properties	See “Business—Properties”
4.	Security Ownership of Certain Beneficial Owners and Management	See “Security Ownership of Certain Beneficial Owners and Management”
5.	Directors and Executive Officers	See “Management”
6.	Executive Compensation	See “Management” and “Executive Compensation”
7.	Certain Relationships and Related Transactions and Director Independence	See “Risk Factors,” “Management” and “Certain Relationships and Related-Party Transactions”
8.	Legal Proceedings	See “Business—Legal Proceedings”
9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	See “Summary,” “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock”
10.	Recent Sales of Unregistered Securities	See “Description of Our Capital Stock”
11.	Description of Registrant’s Securities to be Registered	See “Description of Our Capital Stock”
12.	Indemnification of Directors and Officers	See “Description of Our Capital Stock” and “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement”
13.	Financial Statements and Supplementary Data	See “Summary,” “Unaudited Pro Forma Condensed Combined Financial Statements” and “Index to Combined Financial Statements” and the Combined Financial Statements referenced therein
14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	None

15. Financial Statements and Exhibits (a) Combined Financial Statements   See “Index to Combined Financial Statements” and the Combined Financial Statements referenced therein   (b) Exhibits   See below

The following documents are filed as exhibits hereto:

Exhibit   Number	Exhibit Description
2.1	Form of Separation and Distribution Agreement between Vista Outdoor Inc. and Outdoor Products Spinco Inc.
2.2	Stock Purchase Agreement, dated as of September  9, 2021, by and among Vista Outdoor Inc., the Seller Guarantors named therein, the Sellers named therein, WAWGD, Inc. (d/b/a Foresight Sports, Inc.), WAWGD NEWCO, Inc. and Fortis Advisors LLC, as Seller Representative
2.3	Share Purchase Agreement, dated as of June  30, 2022, by and among Fox Parent Holdings, LLC, Fox (Parent) Holdings, Inc., Vista Outdoor Operations LLC and Vista Outdoor Inc. (solely in its capacity as a guarantor)
2.4	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 Vista Outdoor Inc. (solely in its capacity as a guarantor)
3.1	Form of Amended and Restated Certificate of Incorporation of Outdoor Products Spinco Inc.
3.2	Form of Amended and Restated Bylaws of Outdoor Products Spinco Inc.
10.1	Form of Transition Services Agreement between Vista Outdoor Inc. and Outdoor Products Spinco Inc.
10.2	Form of Tax Matters Agreement between Vista Outdoor Inc. and Outdoor Products Spinco Inc.
10.3	Form of Employee Matters Agreement between Vista Outdoor Inc. and Outdoor Products Spinco Inc.
10.4	Form of Outdoor Products Spinco Inc. Stock Incentive Plan
10.5	Form of Outdoor Products Spinco Inc. Employee Stock Purchase Plan
10.6	Form of Outdoor Products Spinco Inc. Income Security Plan
10.7	Form of Outdoor Products Spinco Inc. Executive Severance Plan
10.8	Employment Agreement, dated as of July 20, 2023, by and between Vista Outdoor Inc. and Eric Nyman
21.1	List of subsidiaries of Outdoor Products Spinco Inc.
99.1	Preliminary Information Statement of Outdoor Products Spinco Inc., subject to completion, dated September 5, 2023
99.2	Fox Holdco, Inc. Consolidated Financial Statements for the year ended December 31, 2021 and the six months ended June 30, 2022
99.3	Form of Notice of Internet Availability of Information Statement Materials*

* To be filed by amendment.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.

Outdoor Products Spinco Inc.
By:	/s/ Eric Nyman
	Name:   Eric Nyman
	Title:     Chief Executive Officer

Dated: September 5, 2023

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

VISTA OUTDOOR INC.

and

[OUTDOOR PRODUCTS SPINCO INC.]

Dated as of [•]

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definitions		1
ARTICLE II
The Separation
SECTION 2.01.	Transfer of Assets and Assumption of Liabilities		16
SECTION 2.02.	Certain Matters Governed Exclusively by Ancillary Agreements		19
SECTION 2.03.	Termination of Agreements; Settlement of Intercompany Accounts; Bank Accounts		19
SECTION 2.04.	Shared Contracts		20
SECTION 2.05.	Disclaimer of Representations and Warranties		21
ARTICLE III
Credit Support
SECTION 3.01.	Replacement of Vista Outdoor Credit Support		23
SECTION 3.02.	Replacement of [Outdoor Products] Credit Support		24
SECTION 3.03.	Written Notice of Credit Support Instruments		25
ARTICLE IV
Actions Pending the Distribution
SECTION 4.01.	Actions Prior to the Distribution		25
SECTION 4.02.	Conditions Precedent to Consummation of the Distribution		26
ARTICLE V
The Distribution
SECTION 5.01.	The Distribution		26
SECTION 5.02.	Fractional Shares		28
SECTION 5.03.	Sole Discretion of Vista Outdoor		27

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ARTICLE VI
Mutual Releases; Indemnification; Litigation
SECTION 6.01.	Release of Pre-Distribution Claims	28
SECTION 6.02.	Indemnification by [Outdoor Products]	30
SECTION 6.03.	Indemnification by Vista Outdoor	31
SECTION 6.04.	Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds	31
SECTION 6.05.	Procedures for Indemnification of Third-Party Claims	33
SECTION 6.06.	Additional Matters	34
SECTION 6.07.	Right to Contribution	34
SECTION 6.08.	Remedies Cumulative	35
SECTION 6.09.	Survival of Indemnities	36
SECTION 6.10.	Limitation on Liability	36
SECTION 6.11.	Covenant Not to Sue	35
SECTION 6.12.	Management of Actions	36
SECTION 6.13.	Settlement of Actions	38
ARTICLE VII
Access to Information; Privilege; Confidentiality
SECTION 7.01.	Agreement for Exchange of Information; Archives	37
SECTION 7.02.	Ownership of Information	38
SECTION 7.03.	Compensation for Providing Information	38
SECTION 7.04.	Record Retention	39
SECTION 7.05.	Accounting Information	40
SECTION 7.06.	Limitations of Liability	40
SECTION 7.07.	Production of Witnesses; Records; Cooperation	41
SECTION 7.08.	Privileged Matters	41
SECTION 7.09.	Confidential Information	44
SECTION 7.10.	Counsel Acknowledgment	45
ARTICLE VIII
Insurance
SECTION 8.01.	Maintenance of Insurance	45
SECTION 8.02.	Claims Under Vista Outdoor Insurance Policies	46
SECTION 8.03.	Insurance Proceeds	47
SECTION 8.04.	Claims Not Reimbursed	47
SECTION 8.05.	D&O Policies	48
SECTION 8.06.	Insurance Cooperation	48

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ARTICLE IX
Further Assurances and Additional Covenants
SECTION 9.01.	Further Assurances	49
ARTICLE X
Intellectual Property
SECTION 10.01.	Consent To Use Intellectual Property And Duty To Cooperate	49
SECTION 10.02.	Intellectual Property Cross-License	52
SECTION 10.03.	Other Licenses	53
SECTION 10.04.	Scope	54
ARTICLE XI
Termination
SECTION 11.01.	Termination	53
SECTION 11.02.	Effect of Termination	53
ARTICLE XII
Miscellaneous
SECTION 12.01.	Counterparts; Entire Agreement; Corporate Power	54
SECTION 12.02.	Governing Law; Jurisdiction	54
SECTION 12.03.	Assignability	55
SECTION 12.04.	Third-Party Beneficiaries	55
SECTION 12.05.	Notices	56
SECTION 12.06.	Severability	56
SECTION 12.07.	Publicity	57
SECTION 12.08.	Expenses	57
SECTION 12.09.	Headings	58
SECTION 12.10.	Survival of Covenants	57
SECTION 12.11.	Waivers of Default	57
SECTION 12.12.	Specific Performance	58
SECTION 12.13.	No Admission of Liability	58
SECTION 12.14.	Amendments	58
SECTION 12.15.	Interpretation	59

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Schedule 1.01(a)	-	Internal Transactions
Schedule 1.01(b)	-	[Outdoor Products] Accounts
Schedule 1.01(c)	-	[Outdoor Products] Equity Interests
Schedule 1.01(d)	-	[Outdoor Products] Assets
Schedule 1.01(e)	-	[Outdoor Products] Liabilities
Schedule 1.01(f)	-	Shared Contracts
Schedule 1.01(g)	-	Vista Outdoor Accounts
Schedule 1.01(h)	-	Vista Outdoor Retained Assets
Schedule 1.01(i)	-	Vista Outdoor Retained Liabilities
Schedule 2.03(b)	-	Surviving Intercompany Agreements
Schedule 3.01(a)	-	Surviving Vista Outdoor Credit Support Instruments
Schedule 3.02(a)	-	Surviving [Outdoor Products] Credit Support Instruments
Schedule 6.12(a)	-	[Outdoor Products]-Managed Actions
Schedule 6.12(b)	-	Vista Outdoor-Managed Actions
Schedule 12.08	-	Fees and Expenses

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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.

R E C I T A L S

WHEREAS the board of directors of Vista Outdoor has determined that it is in the best interests of Vista Outdoor and its stockholders to effect the Spin-Off, as more fully described in this Agreement, by distributing all of the shares of [Outdoor Products] Common Stock to holders of shares of Vista Outdoor Common Stock;

WHEREAS, Vista Outdoor and [Outdoor Products] have prepared, and [Outdoor Products] has filed with the Commission, the Form 10, which includes the Information Statement and sets forth appropriate disclosure concerning [Outdoor Products] and the Distribution;

WHEREAS, Vista Outdoor and [Outdoor Products] intend that the Internal Transactions and the Distribution qualify for their Intended Tax Treatment; and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Spin-Off and to set forth certain other agreements that will govern certain matters relating to the Spin-Off and the relationship of Vista Outdoor, [Outdoor Products] and their respective Subsidiaries following the Distribution;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

“Action” means any claim, complaint, petition, hearing, charge, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.

“Adversarial Action” means (a) an Action by a member of the Vista Outdoor Group, on the one hand, against a member of the [Outdoor Products] Group, on the other hand, or (b) an Action by a member of the [Outdoor Products] Group, on the one hand, against a member of the Vista Outdoor Group, on the other hand.

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“Affiliate” of any Person means a Person that controls, is controlled by or is under common control with such Person. As used herein, “control” of any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities or other interests, by Contract or otherwise; provided, however, that (a) [Outdoor Products] and the other members of the [Outdoor Products] Group shall not be considered Affiliates of Vista Outdoor or any of the other members of the Vista Outdoor Group and (b) Vista Outdoor and the other members of the Vista Outdoor Group shall not be considered Affiliates of [Outdoor Products] or any of the other members of the [Outdoor Products] Group. Notwithstanding the foregoing, solely with respect to clauses (c) through (f) of Section 10.01, the term Affiliate shall only include such Persons that are Affiliates as of the Distribution Date.

“Agent” means the distribution agent appointed by Vista Outdoor to distribute to the Record Holders, pursuant to the Distribution, the shares of [Outdoor Products] Common Stock held by Vista Outdoor.

“Agreement” means this Separation and Distribution Agreement, including the Schedules hereto.

“Ancillary Agreements” means the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement, the Manhattan MSA, the Anoka Sublease, the Bentonville Sublease and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement.

“Anoka Sublease” means the Sublease dated as of the date of this Agreement by and between Vista Outdoor and [Outdoor Products] relating to the premises located at One Vista Way, Anoka, Minnesota 55303.

“Assets” means all assets, properties and rights of every kind and nature (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible or intangible, or accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following:

(a) all accounting and other books, records, files and Personnel Records, whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape, electronic recording or any other form or medium;

(b) all apparatus, fixtures, machinery, furniture, office and other equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(c) all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

(d) all interests in real property of whatever nature, including buildings, land, structures, improvements and fixtures thereon, and all easements and rights-of-way appurtenant thereto, and all leasehold interests, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

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(e) all interests in any capital stock of, or other equity interests in, any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person; all other investments in securities of any Person; and all rights as a partner, joint venturer or participant;

(f) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts and all rights arising thereunder;

(g) all deposits, letters of credit, performance bonds and other surety bonds;

(h) all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and materials and analyses prepared by consultants and other third parties;

(i) all Intellectual Property;

(j) all IT Systems;

(k) all prepaid expenses, trade accounts and other accounts and notes receivable (whether current or non-current);

(l) all claims or rights against any Person arising from the ownership of any other Asset, all rights in connection with any bids or offers, all Actions, Judgments or similar rights, all rights under express or implied warranties, all rights of recovery and all rights of setoff of any kind and demands of any nature, in each case whether accrued or contingent, whether in tort, contract or otherwise and whether arising by way of counterclaim or otherwise;

(m) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(n) all licenses (including radio and similar licenses), permits, consents, approvals and authorizations that have been issued by any Governmental Authority and all pending applications therefor;

(o) Cash, bank accounts, lock boxes and other deposit arrangements;

(p) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements; and

(q) all goodwill as a going concern and other intangible properties.

“Bentonville Sublease” means the Sublease dated as of the date of this Agreement by and between Vista Outdoor and [Outdoor Products] relating to the premises located at [    ], Bentonville, Arkansas.

“Cash” means cash, cash equivalents, bank deposits and marketable securities, whether denominated in United States dollars or otherwise.

“Cash Management Arrangements” means all cash management arrangements pursuant to which Vista Outdoor or its Subsidiaries automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of [Outdoor Products] or any other member of the [Outdoor Products] Group.

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“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. (1980).

“Commission” means the Securities and Exchange Commission.

“Consents” means any consents, waivers, authorizations, ratifications, permissions, exemptions or approvals from, or notification requirements to, any Person other than a member of either Group.

“Contract” means any oral or written contract, agreement or other legally binding instrument, including any note, bond, mortgage, deed, indenture, commitment, undertaking, promise, lease, sublease, license or sublicense or joint venture.

“Cravath” has the meaning set forth in Section 7.10.

“Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“D&O Policies” has the meaning set forth in Section 8.05.

“Distribution” means the distribution by Vista Outdoor to the Record Holders, on a pro rata basis, of all of the outstanding shares of [Outdoor Products] Common Stock owned by Vista Outdoor on the Distribution Date.

“Distribution Date” means the date, determined by Vista Outdoor in accordance with Section 5.03, on which the Distribution occurs.

“Domain Names” means Internet domain names, URLs and social media identifiers, handles and tags.

“Employee Matters Agreement” means the Employee Matters Agreement dated as of the date of this Agreement by and between Vista Outdoor and [Outdoor Products].

“Environmental Laws” means all applicable Laws and Judgments relating to pollution or to the protection of natural resources, protection or restoration of the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), endangered or threatened species or, as it relates to exposure to hazardous or toxic materials, human health.

“Environmental Liabilities” means all Liabilities arising out of, relating to or resulting from any applicable Environmental Laws, or Governmental Approvals required or issued thereunder, including such Liabilities relating to, arising out of or resulting from any (a) compliance, or any actual or alleged non-compliance, with any Environmental Law; (b) any actual or alleged presence or Release of, disposal, arrangement for disposal or transportation of, or exposure to, Hazardous Materials; (c) any actual or alleged personal injuries, property or natural resource damages, financial assurance obligations or contractual obligations related to any of the foregoing; and (d) any remediation, investigation or clean-up obligations related to any of the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934.

“Final Determination” has the meaning set forth in the Tax Matters Agreement.

“First Post-Distribution Report” has the meaning set forth in Section 12.07.

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“Form 10” means the registration statement on Form 10 filed by [Outdoor Products] with the Commission to effect the registration of [Outdoor Products] Common Stock as a class of securities pursuant to the Exchange Act in connection with the Distribution.

“GAAP” means generally accepted accounting principles in the United States at the relevant time.

“Governmental Approvals” means any notices, reports or other filings to be given to or made with, or any Consents, registrations or permits to be obtained from, any Governmental Authority.

“Governmental Authority” means any federal, state, local, foreign, international or multinational court, government, quasi-government, department, commission, board, bureau, agency, official or other legislative, judicial, tribunal, commission, regulatory, administrative or governmental authority.

“Group” means either the Vista Outdoor Group or the [Outdoor Products] Group, or both, as the context requires.

“Hazardous Materials” means (i) any per- or polyfluoroalkyl substances, lead, petroleum or petroleum products, radioactive materials or wastes, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls and (ii) any other material, substance or waste that in relevant form or concentration is listed or defined as hazardous or toxic or that is otherwise listed, defined or regulated under any Environmental Law.

“Indemnifying Party” has the meaning set forth in Section 6.04(a).

“Indemnitee” has the meaning set forth in Section 6.04(a).

“Indemnity Payment” has the meaning set forth in Section 6.04(a).

“Information” means information, whether or not patentable, copyrightable or protectable as a trade secret, in written, oral, electronic or other tangible or intangible forms, stored in any medium now known or yet to be created, including records, books, Contracts, instruments, Software, Know-How, communications (including those by or to attorneys (whether or not subject to the attorney-client privilege)), memos and other materials (including those prepared by attorneys or under their direction (whether or not constituting attorney work product)) and other technical, financial, employee or business information or data, documents, correspondence, materials and files.

“Information Statement” means the final Information Statement made available on the Internet or mailed to the holders of Vista Outdoor Common Stock in connection with the Distribution.

“Insurance Proceeds” means those monies:

(a) received by an insured (or its successor-in-interest) from an insurance carrier;

(b) paid by an insurance carrier on behalf of the insured (or its successor-in-interest); or

(c) received (including by way of setoff) from any third party in the nature of insurance, contribution or indemnification in respect of any Liability;

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in each such case, net of (i) any applicable premium adjustments (including reserves and retrospectively rated premium adjustments), (ii) any costs or expenses incurred in connection with the collection thereof and (iii) any Taxes resulting from the receipt thereof.

“Intellectual Property” means any and all intellectual property and intellectual property rights existing anywhere in the world, including the following: (a) patents (including utility and design rights and inclusive of all reissues, divisionals, continuations, continuations-in-part, reexaminations, supplemental examinations, inter partes reviews, post-grant oppositions, substitutions and extensions thereof), patent registrations and applications (including provisional applications) and statutory invention registrations, (b) Trademarks, (c) copyrights, works of authorship (whether or not copyrightable, including all translations, adaptations, derivations and combinations thereof), mask works, designs and database rights, including, in each case, any registrations and applications for registration therefor, (d) Domain Names, (e) Software, (f) confidential and proprietary Know-How, (g) all tangible embodiments of the foregoing in whatever form or medium and (h) any other legal protections and rights, including moral rights, related to any of the foregoing.

“Intended Tax Treatment” has the meaning set forth in the Tax Matters Agreement.

“Intercompany Accounts” has the meaning set forth in Section 2.03(a).

“Intercompany Agreements” has the meaning set forth in Section 2.03(a).

“Internal Transactions” means the transactions described on Schedule 1.01(a).

“IRS” means the U.S. Internal Revenue Service.

“IT Systems” means information technology systems, computers, middleware, servers, workstations, routers, hubs, switches, data communications lines and other information technology equipment.

“Judgment” means any judgment, order or decree issued, promulgated or entered into by or with any Governmental Authority.

“Know-How” means technical, scientific, regulatory or other information, designs, ideas, concepts, invention disclosures and inventions (whether patentable or unpatentable and whether or not reduced to practice), research and development, discoveries, results, creations, improvements, know-how, techniques and data, technology, algorithms, procedures, plans, processes, practices, methods, trade secrets, instructions, formulae, formulations, compositions, specifications, marketing, pricing, distribution cost and sales information, customer and supplier names and lists, tools, materials, apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, diagrams, flow charts, models, studies, reports, surveys, analyses and other writings.

“Law” means any statute, law, regulation, ordinance, rule, rule of common law, order, decree, Governmental Approval, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereinafter in effect.

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“Liabilities” means any and all claims, debts, demands, actions, causes of action, suits, damages, fines, penalties, obligations, prohibitions, accruals, accounts payable, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities and requirements, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any Law, Action, threatened or contemplated Action or any award of any arbitrator or mediator of any kind, and those arising under any Contract, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities shall include attorneys’ fees, the costs and expenses of all assessments, Judgments, settlements and compromises, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the preceding sentence (including costs and expenses incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions).

“Managing Party” has the meaning set forth in Section 6.10.

“Manhattan MSA” means the Manufacturing and Supply Agreement dated as of the date of this Agreement by and between Vista Outdoor and [Outdoor Products].

“Mixed Action” has the meaning set forth in Section 6.12(c).

“Non-Managing Party” has the meaning set forth in Section 6.10.

“NYSE” means the New York Stock Exchange.

“[Outdoor Products]” has the meaning set forth in the preamble.

“[Outdoor Products] Account” means any bank, brokerage or similar account owned by [Outdoor Products] or any other member of the [Outdoor Products] Group, including the [Outdoor Products] Accounts listed or described on Schedule 1.01(b).

“[Outdoor Products] Assets” means, without duplication, the following Assets:

(a) all interests in the capital stock of, or other equity interests in, the members of the [Outdoor Products] Group (other than [Outdoor Products]) and all other equity, partnership, membership, joint venture and similar interests set forth on Schedule 1.01(c) under the caption “Joint Ventures and Minority Investments”;

(b) all Assets reflected on the [Outdoor Products] Business Balance Sheet, and all Assets acquired after the date of the [Outdoor Products] Business Balance Sheet that, had they been acquired on or before such date and owned as of such date, would reasonably and in good faith have been reflected on the [Outdoor Products] Business Balance Sheet if prepared in accordance with GAAP applied on a consistent basis, subject to any dispositions of such Assets subsequent to the date of the [Outdoor Products] Business Balance Sheet;

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(c) any additional Assets listed or described on Schedule 1.01(d);

(d) the rights related to the [Outdoor Products] Portion of any Shared Contract;

(e) all Assets that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be assigned to or retained by, or allocated to, any member of the [Outdoor Products] Group; and

(f) all Assets of Vista Outdoor and its Subsidiaries that, immediately prior to the Distribution Date, are primarily related to or used or held for use primarily in connection with the business or operations of the [Outdoor Products] Business (unless otherwise expressly provided in this Agreement).

Notwithstanding the foregoing, the [Outdoor Products] Assets shall not include (i) any Vista Outdoor Retained Assets, (ii) any Assets governed by the Tax Matters Agreement, (iii) any Assets governed by the Employee Matters Agreement, (iv) the rights related to the Vista Outdoor Portion of any Shared Contracts, (v) any Assets that, immediately prior to the Distribution Date, are primarily related to or used or held for use primarily in connection with the business or operations of the Vista Outdoor Business (unless otherwise expressly provided in this Agreement) and (vi) Assets required by Vista Outdoor to perform its obligations under the Transition Services Agreement.

“[Outdoor Products] Bank Debt Incurrence” means any incurrence of indebtedness at or following the Closing Date (or commitments to provide any such indebtedness) by [Outdoor Products] or any member of its Group.

“[Outdoor Products] Business” means the businesses and operations whose financial results were collectively reported as the “Outdoor Products” reporting segment of Vista Outdoor immediately prior to the Distribution Date, including as described in the Information Statement.

“[Outdoor Products] Business Balance Sheet” means the balance sheet of the [Outdoor Products] Business, including the notes thereto, as of [•], included in the Information Statement.

“[Outdoor Products] Common Stock” means, collectively, the common stock, $0.01 par value per share, of [Outdoor Products].

“[Outdoor Products] Credit Support Instruments” has the meaning set forth in Section 3.02(a).

“[Outdoor Products] Group” means (a) [Outdoor Products], (b) each Person that will be a Subsidiary of [Outdoor Products] following the Internal Transactions and immediately prior to the Distribution, including the entities set forth on Schedule 1.01(c) under the caption “Subsidiaries”, and (c) each Person that becomes a Subsidiary of [Outdoor Products] after the Distribution, including in each case any Person that is merged or consolidated with or into [Outdoor Products] or any Subsidiary of [Outdoor Products].

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“[Outdoor Products] Indemnitees” has the meaning set forth in Section 6.03.

“[Outdoor Products] IP” means the Intellectual Property included in the [Outdoor Products] Assets.

“[Outdoor Products] Know-How” means the Know-How included in the [Outdoor Products] Assets.

“[Outdoor Products] Marks” means the Trademarks included in the [Outdoor Products] Assets.

“[Outdoor Products] Liabilities” means, without duplication, the following Liabilities:

(a) all Liabilities (including Environmental Liabilities) to the extent relating to, arising out of or resulting from:

(i) the facilities, operation or conduct of the [Outdoor Products] Business as conducted at any time prior to the Distribution (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), which act or failure to act relates to the [Outdoor Products] Business);

(ii) the facilities, operation or conduct of the [Outdoor Products] Business or any other business conducted by [Outdoor Products] or any other member of the [Outdoor Products] Group at any time after the Distribution (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(iii) any terminated, divested or discontinued facilities, businesses or operations of the [Outdoor Products] Business; or

(iv) the [Outdoor Products] Assets;

(b) all Liabilities reflected as liabilities or obligations on the [Outdoor Products] Business Balance Sheet, and all Liabilities arising or assumed after the date of the [Outdoor Products] Business Balance Sheet that, had they arisen or been assumed on or before such date and been existing obligations as of such date, would reasonably and in good faith have been reflected on the [Outdoor Products] Business Balance Sheet if prepared in accordance with GAAP applied on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the [Outdoor Products] Business Balance Sheet;

(c) any additional Liabilities listed or described on Schedule 1.01(e);

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(d) the obligations related to the [Outdoor Products] Portion of any Shared Contract;

(e) all other Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the [Outdoor Products] Group; and

(f) all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case with respect to all information contained in, or incorporated by reference into, the Form 10, any registration statement, offering memorandum or other marketing materials relating to the [Outdoor Products] Bank Debt Incurrence or any other document filed with the Commission in connection with the Spin-Off or as contemplated by this Agreement, but in all cases excluding Vista Outdoor Disclosure Sections.

Notwithstanding the foregoing, the [Outdoor Products] Liabilities shall not include (i) any Vista Outdoor Retained Liabilities, (ii) any Liabilities governed by the Tax Matters Agreement, (iii) any Liabilities governed by the Employee Matters Agreement, (iv) any obligations related to the Vista Outdoor Portion of any Shared Contract or (v) any Liabilities that, immediately prior to the Distribution Date, are primarily related to the business or operations of the Vista Outdoor Business (unless otherwise expressly provided in this Agreement).

“[Outdoor Products] Portion” has the meaning set forth in Section 2.04.

“Party” means either party hereto, and “Parties” means both parties hereto.

“Person” means an individual, a general or limited partnership, a corporation, an association, a trust, a joint venture, an unincorporated organization, a limited liability company, any other entity and any Governmental Authority.

“Personal Information” means (a) any information relating to an identified or identifiable natural person and (b) any information that constitutes personal information, personally identifiable information or personal data under any Privacy and Data Security Requirements.

“Personnel Records” means all personnel files, data and other personnel information that relates to (a) in the case of the Vista Outdoor Group, any Vista Outdoor Employee, Former Vista Outdoor Employee or Former Shared Services Employee (each, as defined in the Employee Matters Agreement) and any other service provider of the Vista Outdoor Group immediately following the Distribution Date, or (b) in the case of the [Outdoor Products] Group, any [Outdoor Products] Employee, Former [Outdoor Products] Employee (each, as defined in the Employee Matters Agreement) and any other service provider of the [Outdoor Products] Group immediately following the Distribution Date and, in each case under clauses (a) and (b), other than files, data and information that are (or is) prohibited from being made available as a result of applicable Laws regarding the safeguarding of data privacy or any other legal obligation to maintain the confidentiality of such files, data or information.

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“Privacy and Data Security Requirements” means, with respect to either Party and the members of its Group, as applicable, (a) any Laws regulating the collecting, accessing, using, disclosing, transmitting, transferring, securing, sharing, storing, maintaining, retaining, deleting, disposing, modifying, protecting, privacy or processing (collectively, “Processing”) of Personal Information (including, as applicable, the California Consumer Privacy Act, the European Union General Data Protection Regulation (EU) 2016/679 (the “GDPR”) and any other Laws implementing the GDPR into national Law, the Personal Information Protection Law of the People’s Republic of China and other international, foreign, federal, local and state data security and data privacy Laws), (b) obligations under all Contracts to which such Party or any members of its Group is a party or by which such Party or any members of its Group is bound that relate substantially to the Processing of Personal Information or the protection of IT Systems and (c) all of the current internal and publicly posted written policies of such Party or any members of its Group regarding the Processing of Personal Information.

“Processing” has the meaning set forth in the definition of “Privacy and Data Security Requirements”.

“Record Date” means the close of business on the date determined by the Vista Outdoor board of directors as the record date for determining the holders of shares of Vista Outdoor Common Stock to receive shares of [Outdoor Products] Common Stock distributed pursuant to the Distribution.

“Record Holders” has the meaning set forth in Section 5.01(b).

“Retained Information” has the meaning set forth in Section 7.04.

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, license or other encumbrance of any nature whatsoever.

“Separation” means (a) the Internal Transactions, (b) any actions to be taken pursuant to Article II and (c) any other transfers of Assets and assumptions of Liabilities, in each case, between a member of one Group and a member of the other Group, provided for in this Agreement or in any Ancillary Agreement.

“Shared Background IP” has the meaning set forth in Section 10.02.

“Shared Contract” means any Contract of any member of either Group with a third party that relates in any material respect to both the [Outdoor Products] Business and the Vista Outdoor Business, including the contracts and agreements set forth on Schedule 1.01(f); provided that the Parties may, by mutual consent, elect to include in, or exclude from, this definition any Contract.

“Software” means any and all (a) computer programs and applications, including software implementations of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation including user manuals and other training documentation relating to any of the foregoing.

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“Spin-Off” means the Separation and the Distribution.

“Subsidiary” of any Person means any partnership, corporation, trust, joint venture, unincorporated organization, limited liability entity or other legal entity of which an amount of the securities or interests having by the terms thereof voting power to elect at least a majority of the board of directors or other analogous governing body of such entity (or, if there are no such voting securities or voting interests, of which at least a majority of the equity interests) is directly or indirectly owned or controlled by such first Person, or the general partner of which is such first Person.

“Surviving [Outdoor Products] Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“Surviving Vista Outdoor Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“Tax Matters Agreement” means the Tax Matters Agreement dated as of the date of this Agreement by and between Vista Outdoor and [Outdoor Products].

“Tax Opinion Representations” has the meaning set forth in the Tax Matters Agreement.

“Tax Return” has the meaning set forth in the Tax Matters Agreement.

“Taxes” has the meaning set forth in the Tax Matters Agreement.

“Third-Party Claim” means any assertion by a Person (including any Governmental Authority) who is not a member of the Vista Outdoor Group or the [Outdoor Products] Group of any claim, or the commencement by any such Person of any Action, against any member of the Vista Outdoor Group or the [Outdoor Products] Group.

“Third-Party Proceeds” has the meaning set forth in Section 6.04(a).

“Trademarks” means trademarks, service marks, trade names, logos, slogans, trade dress or other source identifiers, including any registration or any application for registration therefor, together with all goodwill associated therewith.

“Transition Services Agreement” means the Transition Services Agreement dated as of the date of this Agreement between Vista Outdoor and [Outdoor Products].

“Vista Outdoor” has the meaning set forth in the preamble.

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“Vista Outdoor Account” means any bank, brokerage or similar account owned by Vista Outdoor or any other member of the Vista Outdoor Group, including the Vista Outdoor Accounts listed or described on Schedule 1.01(g).

“Vista Outdoor Assets” means all Assets of Vista Outdoor and its Subsidiaries immediately prior to the Distribution Date, other than the [Outdoor Products] Assets, including the following Assets:

(a) the Vista Outdoor Retained Assets;

(b) all Assets of Vista Outdoor and its Subsidiaries that, as of immediately prior to the Distribution Date, are primarily related to or used or held for use primarily in connection with the business or operations of the Vista Outdoor Business (unless otherwise expressly provided in connection with this Agreement);

(c) all interests in the capital stock, or other equity interests in, the members of the Vista Outdoor Group (other than Vista Outdoor);

(d) all Assets that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be retained by, or allocated to, any member of the Vista Outdoor Group; and

(e) the rights related to the Vista Outdoor Portion of any Shared Contract.

Notwithstanding the foregoing, the Vista Outdoor Assets shall not include (i) any Assets governed by the Tax Matters Agreement, (ii) any Assets governed by the Employee Matters Agreement and (iii) any Assets required by [Outdoor Products] to perform its obligations under the Transition Services Agreement.

“Vista Outdoor Business” means the business and operations conducted by Vista Outdoor and its Subsidiaries immediately prior to the Distribution Date, taken as a whole, other than the [Outdoor Products] Business.

“Vista Outdoor Common Stock” means, collectively, the common stock, $0.01 par value per share, of Vista Outdoor.

“Vista Outdoor Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“Vista Outdoor Disclosure Sections” means all information set forth in or omitted from the Form 10 or Information Statement to the extent relating to (a) the Vista Outdoor Group, (b) the Vista Outdoor Liabilities, (c) the Vista Outdoor Assets or (d) the Vista Outdoor’s board of directors’ consideration of the Spin-Off, including the section entitled “Reasons for the Spin-Off”.

“Vista Outdoor Group” means Vista Outdoor and each of its Subsidiaries, but excluding any member of the [Outdoor Products] Group.

“Vista Outdoor Indemnitees” has the meaning set forth in Section 6.02.

“Vista Outdoor IP” means the Intellectual Property included in the Vista Outdoor Assets.

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“Vista Outdoor Know-How” means the Know-How included in the Vista Outdoor Assets.

“Vista Outdoor Liabilities” means all Liabilities of Vista Outdoor and its Subsidiaries as of immediately prior to the Distribution Date, other than the [Outdoor Products] Liabilities, including the following Liabilities:

(a) all Liabilities (including Environmental Liabilities) to the extent relating to, arising out of or resulting from:

(i) the facilities, operation or conduct of the Vista Outdoor Business as conducted at any time prior to the Distribution (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), which act or failure to act relates to the Vista Outdoor Business);

(ii) the facilities, operation or conduct of the Vista Outdoor Business or any other business conducted by Vista Outdoor or any other member of the Vista Outdoor Group at any time after the Distribution (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(iii) any terminated, divested or discontinued facilities, businesses or operations of the Vista Outdoor Business (other than the [Outdoor Products] Business, the [Outdoor Products] Group and any terminated, divested or discontinued facilities, businesses or operations of the [Outdoor Products] Business); or

(iv) the Vista Outdoor Assets;

(b) the Vista Outdoor Retained Liabilities;

(c) any obligations related to the Vista Outdoor Portion of any Shared Contract;

(d) all Liabilities of Vista Outdoor and its Subsidiaries that, immediately prior to the Distribution Date, are primarily related to the business or operations of the Vista Outdoor Business (unless otherwise expressly provided in this Agreement); and

(e) all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case with respect to the Vista Outdoor Disclosure Sections.

Notwithstanding the foregoing, the Vista Outdoor Liabilities shall not include (i) any Liabilities governed by the Tax Matters Agreement and (ii) any Liabilities governed by the Employee Matters Agreement.

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“Vista Outdoor Marks” means the Trademarks included in the Vista Outdoor Assets.

“Vista Outdoor Policy Pre-Separation Insurance Claim” means any (a) claim made against a member of the [Outdoor Products] Group or a member of the Vista Outdoor Group and reported to the applicable insurer(s) at or prior to the Distribution in respect of an act or omission occurring at or prior to the Distribution that results in a Liability under a “claims-made-based” insurance policy of the Vista Outdoor Group in effect at or prior to the Distribution or any extended reporting period thereof or (b) Action (whether made prior to, at or following the Distribution) in respect of a Liability occurring at or prior to the Distribution under an “occurrence-based” insurance policy of any member of the Vista Outdoor Group in effect at or prior to the Distribution.

“Vista Outdoor Portion” has the meaning set forth in Section 2.04.

“Vista Outdoor Retained Assets” means any specified Assets set forth on Schedule 1.01(h).

“Vista Outdoor Retained Liabilities” means any specified Liabilities set forth on Schedule 1.01(i).

ARTICLE II

The Separation

SECTION 2.01. Transfer of Assets and Assumption of Liabilities. (a) Prior to the Distribution, and subject to Section 2.01(e), the Parties shall cause the Internal Transactions to be completed.

(b) Subject to Section 2.01(e), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer, and take such other corporate actions as are necessary to:

(i) assign, transfer or convey to one or more members of the [Outdoor Products] Group all of the right, title and interest of the Vista Outdoor Group in, to and under all [Outdoor Products] Assets not already owned by the [Outdoor Products] Group;

(ii) assign, transfer or convey to one or more members of the Vista Outdoor Group all of the right, title and interest of the [Outdoor Products] Group in, to and under all Vista Outdoor Assets not already owned by the Vista Outdoor Group;

(iii) cause one or more members of the [Outdoor Products] Group to assume all of the [Outdoor Products] Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Vista Outdoor Group; and

(iv) cause one or more members of the Vista Outdoor Group to assume all of the Vista Outdoor Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the [Outdoor Products] Group.

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Notwithstanding anything to the contrary in this Agreement, no member of the Vista outdoor Group or the [Outdoor Products] Group shall be required to transfer any Information except as required by Article VII.

(c) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by [Outdoor Products] (or a member of the [Outdoor Products] Group) to, or the acceptance or assumption by, Vista Outdoor (or a member of the Vista Outdoor Group) of any Vista Outdoor Asset or Vista Outdoor Liability, as the case may be, (ii) the transfer or conveyance by Vista Outdoor (or a member of the Vista Outdoor Group) to, or the acceptance or assumption by, [Outdoor Products] (or a member of the [Outdoor Products] Group) of any [Outdoor Products] Asset or [Outdoor Products] Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement or the Ancillary Agreements, the Parties shall, subject to Section 2.01(e), use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Final Determination.

(d) In the event that it is discovered after the Distribution that there was (i) a transfer or conveyance by [Outdoor Products] (or a member of the [Outdoor Products] Group) to, or the acceptance or assumption by, Vista Outdoor (or a member of the Vista Outdoor Group) of any [Outdoor Products] Asset or [Outdoor Products] Liability, as the case may be, or (ii) a transfer or conveyance by Vista Outdoor (or a member of the Vista Outdoor Group) to, or the acceptance or assumption by, [Outdoor Products] (or a member of the [Outdoor Products] Group) of any Vista Outdoor Asset or Vista Outdoor Liability, as the case may be, the Parties shall, subject to Section 2.01(e), use reasonable best efforts to transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Final Determination.

(e) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.04) or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed, as the case may be, shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption, as the case may be, as promptly as reasonably practicable following the Distribution. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or

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Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that, prior to and following the Distribution, the Parties shall use reasonable best efforts to obtain and make any Governmental Approvals and other Consents necessary for the transfer, conveyance, acceptance or assumption, as the case may be, of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed; provided, further that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person, or expend any money or take any action that would require the expenditure of money, in order to obtain or make any such Consent (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). In the event that any such transfer, conveyance, acceptance or assumption, as the case may be, has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit, and at the expense, of the Party or the member of its Group to which such Asset should have been transferred or conveyed pursuant to this Agreement and retain such Liability for the account, and at the expense, of the Party or the member of its Group by which such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party or the member of its Group to which such Asset should have been transferred or conveyed, or by which such Liability should have been assumed or accepted, as the case may be, in order to place such Party or such member of its Group, insofar as reasonably possible without violation of the terms of such Asset or Liability (or the terms of any Contract relating to such Asset or Liability) or violation of Law, in the same position as it would have been had such Asset or Liability been transferred, conveyed, accepted or assumed, as the case may be, as contemplated by this Agreement and so that the benefits and burdens relating to such Asset or Liability, as the case may be, including possession, use, risk of loss, potential for gain/loss and control over such Asset or Liability, as the case may be, are to inure from and after the Distribution to such Party or such member of its Group. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, the Parties shall, and shall cause the members of their respective Groups to, use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption, as the case may be, as promptly as reasonably practicable.

(f) The Party retaining any Asset or Liability due to the deferral of the transfer or conveyance of such Asset or the deferral of the acceptance or assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation), or expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group to which such Asset should have been transferred or conveyed pursuant to this Agreement or by which such Liability should have been assumed or accepted pursuant to this Agreement, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset intended to replace an Asset in the course of a Party’s obligation under Section 2.01(e).

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(g) [Outdoor Products] hereby waives compliance by each and every member of the Vista Outdoor Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the [Outdoor Products] Assets to any member of the [Outdoor Products] Group.

(h) Vista Outdoor hereby waives compliance by each and every member of the [Outdoor Products] Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Vista Outdoor Assets to any member of the Vista Outdoor Group.

(i) In the event that Vista Outdoor determines to seek novation with respect to any [Outdoor Products] Liability, [Outdoor Products] shall reasonably cooperate with, and shall cause the members of the [Outdoor Products] Group to reasonably cooperate with, Vista Outdoor and the members of the Vista Outdoor Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, [Outdoor Products] providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the [Outdoor Products] Group) to cause such novation to be obtained, on terms reasonably acceptable to [Outdoor Products], and to have Vista Outdoor and the members of the Vista Outdoor Group released from all liability to third parties under the applicable Contract arising after the date of such novation and, in the event [Outdoor Products] determines to seek novation with respect to any Vista Outdoor Liability, Vista Outdoor shall reasonably cooperate with, and shall cause the members of the Vista Outdoor Group to reasonably cooperate with, [Outdoor Products] and the members of the [Outdoor Products] Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Vista Outdoor providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the Vista Outdoor Group) to cause such novation to be obtained, on terms reasonably acceptable to Vista Outdoor, and to have [Outdoor Products] and the members of the [Outdoor Products] Group released from all liability to third parties under the applicable Contract arising after the date of such novation; provided that neither Party nor any other member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty (other than any parent guaranty expressly contemplated by this Section 2.01(i)) or other financial accommodation) to any Person, or expend any money or take any action that would require the expenditure of money, in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

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SECTION 2.02. Certain Matters Governed Exclusively by Ancillary Agreements. Each Party agrees on behalf of itself and the other members of its Group that, except as explicitly provided in this Agreement or in any Ancillary Agreement, (a) the Tax Matters Agreement shall exclusively govern all matters relating to Taxes between the Parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the Employee Matters Agreement), (b) the Employee Matters Agreement shall exclusively govern the allocation of Assets and Liabilities related to employees and employee compensation and benefits matters with respect to employees and former employees of members of both the Vista Outdoor Group and the [Outdoor Products] Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the Transition Services Agreement) (it being understood that any such Assets and Liabilities, as allocated pursuant to the Employee Matters Agreement, shall constitute [Outdoor Products] Assets, [Outdoor Products] Liabilities, Vista Outdoor Assets or Vista Outdoor Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the Transition Services Agreement shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution, (d) the Manhattan MSA shall exclusively govern all matters relating to the manufacture and supply of Units (as defined in the Manhattan MSA) by [Outdoor Products] to Vista Outdoor, (e) the Anoka Sublease shall exclusively govern all matters relating to the Subleased Premises (as defined in the Anoka Sublease) and (f) the Bentonville Sublease shall exclusively govern all matters relating to the Subleased Premises (as defined in the Bentonville Sublease).

SECTION 2.03. Termination of Agreements; Settlement of Intercompany Accounts; Bank Accounts. (a) Except as set forth in Section 2.03(b) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the releases and other provisions of Section 6.01, effective as of the Distribution, [Outdoor Products] and each other member of the [Outdoor Products] Group, on the one hand, and Vista Outdoor and each other member of the Vista Outdoor Group, on the other hand, hereby terminate or settle, as applicable, any and all Contracts between such Parties and in existence as of the Distribution Date (“Intercompany Agreements”), including all intercompany payables due or receivables owed (“Intercompany Accounts”) between such Parties (including any such payables or receivables which relate to payroll) and in effect or accrued as of the Distribution Date (except for any such Intercompany Accounts arising pursuant to an Ancillary Agreement or any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date). No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date, provided that any Intercompany Account that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date shall instead be settled in accordance with the terms of such Ancillary Agreement or other Intercompany Agreement. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement.

(b) The provisions of Section 2.03(a) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party or any other member of its Group); (ii) those Intercompany Agreements set forth on Schedule 2.03(b); (iii) any Agreements to which any third party is a party, including Shared Contracts; and (iv) any other Intercompany Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date.

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(c) (i) Vista Outdoor and [Outdoor Products] each agrees to take, or cause the members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all Contracts governing [Outdoor Products] Accounts so that such [Outdoor Products] Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any Vista Outdoor Accounts are de-linked from such Vista Outdoor Accounts.

(ii) Vista Outdoor and [Outdoor Products] each agrees to take, or cause the members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all Contracts governing the Vista Outdoor Accounts so that such Vista Outdoor Accounts, if linked to any [Outdoor Products] Accounts, are de-linked from such [Outdoor Products] Accounts.

(iii) With respect to any outstanding checks issued by, or payments made by, Vista Outdoor, [Outdoor Products] or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Distribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement.

(iv) As between Vista Outdoor and [Outdoor Products] (and the members of their respective Groups), except to the extent prohibited by applicable Law or a Final Determination, all payments and reimbursements received after the Distribution by either Party (or any other member of its Group) to which the other Party (or any other member of its Group) is entitled under this Agreement, shall be held by such Party (or the applicable member of its Group) in trust for the use and benefit of the Person entitled thereto and, within 60 days of receipt by such Party (or the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over, to the other Party (or the applicable member of its Group), the amount of such payment or reimbursement without right of setoff.

(d) Each Party shall, and shall cause its Subsidiaries to, take all necessary actions to remove each of [Outdoor Products] and [Outdoor Products]’s Subsidiaries from all Cash Management Arrangements to which it is a party, in each case prior to the close of business on the business day immediately prior to the Distribution Date.

SECTION 2.04. Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, until the earlier of two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and

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obligations under and in respect of any Shared Contract, such that (i) a member of the [Outdoor Products] Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the [Outdoor Products] Business (the “[Outdoor Products] Portion”), which rights shall be an [Outdoor Products] Asset and which obligations shall be an [Outdoor Products] Liability, and (ii) a member of the Vista Outdoor Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the [Outdoor Products] Business (the “Vista Outdoor Portion”), which rights shall be a Vista Outdoor Asset and which obligations shall be a Vista Outdoor Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the [Outdoor Products] Group shall receive the interest in the benefits and obligations of the [Outdoor Products] Portion under such Shared Contract and a member of the Vista Outdoor Group shall receive the interest in the benefits and obligations of the Vista Outdoor Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

(b) Nothing in this Section 2.04 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person or expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to the applicable Asset or intended to assume the applicable Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

SECTION 2.05. Disclaimer of Representations and Warranties. (a) Each of Vista Outdoor (on behalf of itself and each other member of the Vista Outdoor Group) and [Outdoor Products] (on behalf of itself and each other member of the [Outdoor Products] Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred, conveyed, accepted or assumed as contemplated hereby or thereby, as to the sufficiency of such Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the Vista Outdoor Business or [Outdoor Products] Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the

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Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such Party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such Party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof.

(b) Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred or conveyed on an “as is”, “where is” basis and the respective transferees shall bear the economic and legal risks that (i) any transfer or conveyance shall prove to be insufficient to vest in the transferee good and marketable title or interest, free and clear of any Security Interest, and (ii) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or Judgments are not complied with.

ARTICLE III

Credit Support

SECTION 3.01. Replacement of Vista Outdoor Credit Support. (a) [Outdoor Products] shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the termination or replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support (“Credit Support Instruments”) provided by, through or on behalf of Vista Outdoor or any other member of the Vista Outdoor Group for the benefit of [Outdoor Products] or any other member of the [Outdoor Products] Group (the “Vista Outdoor Credit Support Instruments”), other than any of the Vista Outdoor Credit Support Instruments set forth on Schedule 3.01(a) (the “Surviving Vista Outdoor Credit Support Instruments”), with alternate arrangements that do not require any credit support from Vista Outdoor or any other member of the Vista Outdoor Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Vista Outdoor Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Vista Outdoor Credit Support Instrument to the originating bank and such bank’s confirmation in writing to Vista Outdoor of the cancelation thereof) indicating that Vista Outdoor or such other member of the Vista Outdoor Group will, effective upon the consummation of the Distribution, have no liability with respect to such Vista Outdoor Credit Support Instruments, in each case reasonably satisfactory to Vista Outdoor.

(b) If [Outdoor Products] is unable to obtain, or to cause to be obtained, the termination or replacement of, and corresponding release of Vista Outdoor or such other members of the Vista Outdoor Group from, any Vista Outdoor Credit Support Instrument pursuant to Section 3.01(a) on or prior to the Distribution Date, (i) without limiting [Outdoor Products]’s obligations under Article VI, [Outdoor Products] shall, and shall cause the relevant member of the [Outdoor Products] Group that has assumed the Liability with respect to such Vista Outdoor Credit Support Instrument to, indemnify and hold harmless the member of the Vista Outdoor Group that is the guarantor or obligor under such Visa Outdoor Credit Support Instrument for any Liability arising out of, resulting from or relating thereto in accordance with

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the provisions of Article VI and shall, or shall cause one of its Subsidiaries to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) if such Vista Outdoor Credit Support Instrument is in the form of a letter of credit or bank guarantee, [Outdoor Products] shall provide Vista Outdoor with a letter of credit or guarantee, in each case issued by a bank reasonably acceptable to Vista Outdoor, against losses arising from such Vista Outdoor Credit Support Instrument or, if Vista Outdoor agrees in writing, cash collateralize the full amount of such Vista Outdoor Credit Support Instrument and (iii) with respect to such Vista Outdoor Credit Support Instrument, each Party, on behalf of itself and the members of its Group, agrees, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Distribution, not to renew or extend the term of, increase its obligations under or transfer to a third party, any loan, guarantee, lease, sublease, license, Contract or other obligation for which the other Party or any member of the other Party’s Group is or may be liable under such Vista Outdoor Credit Support Instrument unless all obligations of the other Party and the other members of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party. With respect to all Surviving Vista Outdoor Credit Support Instruments, [Outdoor Products] shall take the actions set forth in the provisions of clauses (i), (ii) and (iii) of the foregoing sentence.

SECTION 3.02. Replacement of [Outdoor Products] Credit Support. (a) Vista Outdoor shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the termination or replacement of all Credit Support Instruments provided by, through or on behalf of [Outdoor Products] or any other member of the [Outdoor Products] Group for the benefit of Vista Outdoor or any other member of the Vista Outdoor Group (the “[Outdoor Products] Credit Support Instruments”), other than any of the [Outdoor Products] Credit Support Instruments set forth on Schedule 3.02(a) (the “Surviving [Outdoor Products] Credit Support Instruments”), with alternate arrangements that do not require any credit support from [Outdoor Products] or any other member of the [Outdoor Products] Group, and shall use reasonable best efforts to obtain from the beneficiaries of such [Outdoor Products] Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original [Outdoor Products] Credit Support Instrument to the originating bank and such bank’s confirmation in writing to [Outdoor Products] of the cancelation thereof) indicating that [Outdoor Products] or such other member of the [Outdoor Products] Group will, effective upon the consummation of the Distribution, have no liability with respect to such [Outdoor Products] Credit Support Instruments, in each case reasonably satisfactory to [Outdoor Products].

(b) If Vista Outdoor is unable to obtain, or to cause to be obtained, the termination or replacement of, and corresponding release of [Outdoor Products] or such other members of the [Outdoor Products] Group from, any [Outdoor Products] Credit Support Instrument pursuant to Section 3.02(a) on or prior to the Distribution Date, (i) without limiting Vista Outdoor’s obligations under Article VI, Vista Outdoor shall, and shall cause the relevant member of the Vista Outdoor Group that has assumed the Liability with respect to such [Outdoor Products] Credit Support Instrument to, indemnify and hold harmless the member of the [Outdoor Products] Group that is the guarantor or obligor under such [Outdoor Products] Credit Support Instrument for any Liability arising out of, resulting from or relating thereto in accordance with the provisions of Article VI and shall, or shall cause one of its Subsidiaries to,

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as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) if such [Outdoor Products] Credit Support Instrument is in the form of a letter of credit or bank guarantee, Vista Outdoor shall provide [Outdoor Products] with a letter of credit or guarantee, in each case issued by a bank reasonably acceptable to [Outdoor Products], against losses arising from such [Outdoor Products] Credit Support Instrument or, if [Outdoor Products] agrees in writing, cash collateralize the full amount of such [Outdoor Products] Credit Support Instrument and (iii) with respect to such [Outdoor Products] Credit Support Instrument, each Party, on behalf of itself and the members of its Group, agrees, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Distribution, not to renew or extend the term of, increase its obligations under or transfer to a third party, any loan, guarantee, lease, sublease, license, Contract or other obligation for which the other Party or any member of the other Party’s Group is or may be liable under such [Outdoor Products] Credit Support Instrument unless all obligations of the other Party and the other members of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party. With respect to all Surviving [Outdoor Products] Credit Support Instruments, Vista Outdoor shall take the actions set forth in the provisions of clauses (i), (ii) and (iii) of the foregoing sentence.

SECTION 3.03. Written Notice of Credit Support Instruments. Vista Outdoor and [Outdoor Products] shall provide each other with written notice of the existence of all Credit Support Instruments within a reasonable period prior to the Distribution.

ARTICLE IV

Actions Pending the Distribution

SECTION 4.01. Actions Prior to the Distribution. (a) Subject to the conditions specified in Section 4.02 and subject to Section 5.03, Vista Outdoor and [Outdoor Products] shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.

(b) Prior to the Distribution Date, Vista Outdoor shall mail a notice of Internet availability of the Information Statement or the Information Statement to the Record Holders.

(c) [Outdoor Products] shall prepare, file with the Commission and use its reasonable best efforts to cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(d) Vista Outdoor and [Outdoor Products] shall take all such action as may be necessary or appropriate under the securities laws or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution.

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(e) [Outdoor Products] shall prepare and file, and shall use reasonable best efforts to have approved prior to the Distribution, an application for the listing of the [Outdoor Products] Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(f) Prior to the Distribution, Vista Outdoor shall have duly elected the individuals listed as members of the [Outdoor Products] board of directors in the Information Statement, and such individuals shall be the members of the [Outdoor Products] board of directors effective as of no later than immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the NYSE or any other national securities exchange, as applicable, the existing directors of [Outdoor Products] shall appoint one independent director prior to the date on which “when-issued” trading of the [Outdoor Products] Common Stock begins on the NYSE and this independent director shall begin his or her term prior to the Distribution and shall serve on [Outdoor Products]’s Audit Committee, Management Development and Compensation Committee and Nominating and Governance Committee.

(g) Immediately prior to the Distribution Date, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of [Outdoor Products], each in substantially the form filed as an exhibit to the Form 10, shall be in effect.

(h) Vista Outdoor and [Outdoor Products] shall, subject to Section 5.03, take all reasonable steps necessary or appropriate to cause the conditions set forth in Section 4.02 to be satisfied and to effect the Distribution on the Distribution Date.

SECTION 4.02. Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Vista Outdoor, of the following conditions:

(a) The board of directors of Vista Outdoor shall have authorized and approved the Internal Transactions and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of [Outdoor Products] Common Stock to Vista Outdoor stockholders.

(b) Each Ancillary Agreement shall have been executed by each party to such agreement.

(c) The [Outdoor Products] Common Stock shall have been accepted for listing on the NYSE or another national securities exchange approved by Vista Outdoor, subject to official notice of issuance.

(d) The Commission shall have declared effective the Form 10 under the Exchange Act, and no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission.

(e) Vista Outdoor shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Tax Opinion Representations, the Internal Transactions and the Distribution will qualify for their Intended Tax Treatment.

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(f) The board of directors of Vista Outdoor shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of each Party after the consummation of the Spin-Off.

(g) The Internal Transactions shall have been completed (other than any steps that are expressly contemplated to occur at or after the Distribution).

(h) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Vista Outdoor shall have occurred or failed to occur that prevents the consummation of the Distribution.

(i) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of Vista Outdoor, makes it inadvisable to effect the Spin-Off and other related transactions.

(j) The actions set forth in Sections 4.01(b), 4.01(f) and 4.01(g) shall have been completed.

The foregoing conditions are for the sole benefit of Vista Outdoor and shall not give rise to or create any duty on the part of Vista Outdoor or the Vista Outdoor board of directors to waive or not waive such conditions or in any way limit the right of Vista Outdoor to terminate this Agreement as set forth in Article XI or alter in any way the consequences of any such termination from those specified in such Article. Any determination made by the Vista Outdoor board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

ARTICLE V

The Distribution

SECTION 5.01. The Distribution. (a) [Outdoor Products] shall cooperate with Vista Outdoor to accomplish the Distribution and shall, at the direction of Vista Outdoor, use its reasonable best efforts to promptly take any and all actions necessary or appropriate to effect the Distribution. Vista Outdoor shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, distribution agent and financial, legal, accounting and other advisors for Vista Outdoor. Vista Outdoor or [Outdoor Products], as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution.

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(b) Subject to the terms and conditions set forth in this Agreement, (i) after completion of the Internal Transactions and on or prior to the Distribution Date, for the benefit of and distribution to the holders of Vista Outdoor Common Stock as of the Record Date (the “Record Holders”), Vista Outdoor will deliver to the Agent all of the issued and outstanding shares of [Outdoor Products] Common Stock held by Vista Outdoor or any other member of the Vista Outdoor Group and book-entry authorizations for such shares and (ii) on the Distribution Date, Vista Outdoor shall instruct the Agent to distribute, by means of a pro rata dividend based on the aggregate number of shares of Vista Outdoor Common Stock held by each applicable Record Holder, to each Record Holder (or such Record Holder’s bank, brokerage firm, trustee or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of shares of [Outdoor Products] Common Stock to which such Record Holder is entitled based on a distribution ratio determined by Vista Outdoor in its sole discretion. The Distribution shall be effective at 12:01 a.m. New York City time on the Distribution Date. On or as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder (or such Record Holder’s bank, brokerage firm, trustee or other nominee on such Record Holder’s behalf, as applicable) an account statement indicating the number of shares of [Outdoor Products] Common Stock that have been registered in book-entry form in the name of such Record Holder.

SECTION 5.02. Fractional Shares. Record Holders holding a number of shares of Vista Outdoor Common Stock on the Record Date that would entitle such holders to receive less than one whole share (in addition to any whole shares) of [Outdoor Products] Common Stock in the Distribution will receive cash in lieu of such fractional share. Fractional shares of [Outdoor Products] Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent and Vista Outdoor shall, as soon as practicable after the date on which “when-issued” trading of the [Outdoor Products] Common Stock begins on the NYSE, (a) determine the number of whole shares and fractional shares of [Outdoor Products] Common Stock allocable to each Record Holder and (b) aggregate all fractional shares of [Outdoor Products] Common Stock into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests. Vista Outdoor shall cause the Agent to, as soon as practicable after the Distribution Date, distribute to each such holder, or for the benefit of each beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of [Outdoor Products] Common Stock after making appropriate deductions for any amount required to be withheld under applicable Tax Law and less any brokers’ charges, commissions or transfer Taxes. The Agent, in its sole discretion, will determine the timing and method of selling such shares of [Outdoor Products] Common Stock, the selling price of such shares and the broker dealer through which such shares will be sold; provided, however, that the designated broker dealer is not an Affiliate of Vista Outdoor or [Outdoor Products]. Neither Vista Outdoor nor [Outdoor Products] will pay any interest on the proceeds from such sale of shares of [Outdoor Products] Common Stock.

SECTION 5.03. Sole Discretion of Vista Outdoor. Vista Outdoor shall, in its sole and absolute discretion, determine the Record Date, the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition and notwithstanding anything to the contrary set forth below, Vista Outdoor may at any time and from time to time until the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution.

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ARTICLE VI

Mutual Releases; Indemnification; Litigation

SECTION 6.01. Release of Pre-Distribution Claims. (a) Except as provided in Section 6.01(d) or elsewhere in this Agreement or in the Ancillary Agreements, effective as of the Distribution, [Outdoor Products] does hereby, for itself and each other member of the [Outdoor Products] Group, their respective Affiliates and, to the extent it may legally do so, successors and assigns and all Persons who at any time on or prior to the Distribution have been stockholders, directors, officers, members, agents or employees of any member of the [Outdoor Products] Group (in each case, in their respective capacities as such), remise, release and forever discharge Vista Outdoor and the other members of the Vista Outdoor Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution have been stockholders, directors, officers, members, agents or employees of any member of the Vista Outdoor Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all [Outdoor Products] Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur, or alleged to have occurred, or to have failed to occur, or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the Spin-Off and all other activities to implement the Spin-Off, and including Liabilities arising under CERCLA and other Environmental Laws. This Section 6.01(a) shall not affect Vista Outdoor’s indemnification obligations with respect to Liabilities arising on or before the Distribution Date pursuant to Article VI of its Amended and Restated Bylaws, as in effect on the date on which the event or circumstances giving rise to such indemnification obligation occur.

(b) Except as provided in Section 6.01(d) or elsewhere in this Agreement or in the Ancillary Agreements, effective as of the Distribution, Vista Outdoor does hereby, for itself and each other member of the Vista Outdoor Group, their respective Affiliates and, to the extent it may legally do so, successors and assigns and all Persons who at any time on or prior to the Distribution have been stockholders, directors, officers, agents or employees of any member of the Vista Outdoor Group (in each case, in their respective capacities as such), remise, release and forever discharge [Outdoor Products] and the other members of the [Outdoor Products] Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution have been stockholders, directors, officers, agents or employees of any member of the [Outdoor Products] Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Vista Outdoor Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring, or failing to occur, or alleged to have occurred, or to have failed to occur, or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the Spin-Off and all other activities to implement the Spin-Off, and including Liabilities arising under CERCLA and other Environmental Laws.

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(c) The Parties expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Parties are deemed expressly to understand and acknowledge any federal or state law or right, rule or legal principle of the State of Delaware or any other jurisdiction which provides that a general release does not extend to claims which a creditor does not know or suspect to exist in such creditor’s favor at the time of executing the release, which if known by such creditor must have materially affected such creditor’s settlement with a debtor. The Parties are hereby deemed to agree that any such or similar federal or state laws or rights, rules or legal principles of the State of Delaware or any other jurisdiction that may be applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 6.01(a) and (b).

(d) Nothing contained in Section 6.01(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Intercompany Agreement or Intercompany Account that is specified in Section 2.03(b) not to terminate as of the Distribution, in each case in accordance with its terms. Nothing contained in Section 6.01(a) and (b) shall release:

(i) any Person from any Liability provided in or resulting from any Contract among any members of the Vista Outdoor Group or the [Outdoor Products] Group that is specified in Section 2.03(b) not to terminate as of the Distribution, or any other Liability specified in such Section 2.03(b) not to terminate as of the Distribution;

(ii) any Person from any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Person from any Liability provided in or resulting from any other Contract that is entered into after the Distribution between one Party (or a member of such Party’s Group), on the one hand, and the other Party (or a member of such Party’s Group), on the other hand;

(iv) any Person from any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought against the Parties, the members of their respective Groups or any of their respective directors, officers, employees or agents, by third parties, which Liability shall be governed by the provisions of this Article VI or, if applicable, the appropriate provisions of the relevant Ancillary Agreement; or

(v) any Person from any Liability the release of which would result in the release of any Person not otherwise intended to be released pursuant to this Section 6.01.

In addition, nothing contained in Section 6.01(a) shall release: (A) Vista Outdoor from indemnifying any director, officer or employee of the [Outdoor Products] Group who was a director, officer or employee of Vista Outdoor or any of its Affiliates at or prior to the Distribution, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the Vista Outdoor Group pursuant to then-existing obligations, it being understood that if the

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underlying obligation giving rise to such Action is an [Outdoor Products] Liability, [Outdoor Products] shall indemnify Vista Outdoor for such Liability (including Vista Outdoor’s costs to indemnify such director, officer or employee) in accordance with the provisions set forth in this Article VI; and (B) [Outdoor Products] from indemnifying any director, officer or employee of the Vista Outdoor Group who was a director, officer or employee of Vista Outdoor or any of its Affiliates at or prior to the Distribution, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the [Outdoor Products] Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is a Vista Outdoor Liability, Vista Outdoor shall indemnify [Outdoor Products] for such Liability (including [Outdoor Products]’s costs to indemnify such director, officer or employee) in accordance with the provisions set forth in this Article VI.

(e) [Outdoor Products] shall not make, and shall not permit any other member of the [Outdoor Products] Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against Vista Outdoor or any other member of the Vista Outdoor Group, or any other Person released pursuant to Section 6.01(a), with respect to any Liabilities released pursuant to Section 6.01(a). Vista Outdoor shall not make, and shall not permit any other member of the Vista Outdoor Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against [Outdoor Products] or any other member of the [Outdoor Products] Group, or any other Person released pursuant to Section 6.01(b), with respect to any Liabilities released pursuant to Section 6.01(b).

(f) It is the intent of each Party, by virtue of the provisions of this Section 6.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring, or failing to occur, or alleged to have occurred, or to have failed to occur, and all conditions existing or alleged to have existed on or before the Distribution Date, between or among [Outdoor Products] or any other member of the [Outdoor Products] Group, on the one hand, and Vista Outdoor or any other member of the Vista Outdoor Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Distribution Date), except as expressly set forth in Section 6.01(d) or elsewhere in this Agreement or in any Ancillary Agreement. At any time, at the request of the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

SECTION 6.02. Indemnification by [Outdoor Products]. Subject to Section 6.04, [Outdoor Products] shall indemnify, defend and hold harmless Vista Outdoor, each other member of the Vista Outdoor Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Vista Outdoor Indemnitees”), from and against any and all Liabilities of the Vista Outdoor Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) the [Outdoor Products] Liabilities, including the failure of [Outdoor Products] or any other member of the [Outdoor Products] Group or any other Person to pay, perform or otherwise promptly discharge any [Outdoor Products] Liability in accordance with its terms;

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(b) any breach by [Outdoor Products] or any other member of the [Outdoor Products] Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate or conflicting indemnification therein (which shall be controlling); and

(c) any breach by [Outdoor Products] of any of the representations and warranties made by [Outdoor Products] on behalf of itself and the members of the [Outdoor Products] Group in Section 12.01(c).

SECTION 6.03. Indemnification by Vista Outdoor. Subject to Section 6.04, Vista Outdoor shall indemnify, defend and hold harmless [Outdoor Products], each other member of the [Outdoor Products] Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “[Outdoor Products] Indemnitees”), from and against any and all Liabilities of the [Outdoor Products] Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) the Vista Outdoor Liabilities, including the failure of Vista Outdoor or any other member of the Vista Outdoor Group or any other Person to pay, perform or otherwise promptly discharge any Vista Outdoor Liability in accordance with its terms;

(b) any breach by Vista Outdoor or any other member of the Vista Outdoor Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate or conflicting indemnification therein (which shall be controlling); and

(c) any breach by Vista Outdoor of any of the representations and warranties made by Vista Outdoor on behalf of itself and the members of the Vista Outdoor Group in Section 12.01(c).

SECTION 6.04. Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds. (a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement will be net of (i) Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability and (ii) other amounts recovered from any third party (net of any out-of-pocket costs or expenses incurred in, or Taxes imposed with respect to, the collection thereof) that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability (“Third-Party Proceeds”). Accordingly, the amount that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or reimbursement pursuant to this Agreement (an “Indemnitee”) will be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee from a third party in respect of the related Liability. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third-Party Proceeds in respect of such Liability, then the

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Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or Third-Party Proceeds had been received, realized or recovered before the Indemnity Payment was made; provided, that for the avoidance of doubt, such amount shall not exceed the amount of the Indemnity Payment.

(b) An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e., a benefit to which an insurer or any other third party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Subject to Section 6.12, each member of the Vista Outdoor Group and each member of the [Outdoor Products] Group shall use reasonable best efforts to seek to collect or recover any Insurance Proceeds and any Third-Party Proceeds to which such Person is entitled in connection with any Liability for which such Person seeks indemnification pursuant to this Article VI; provided, however, that such Person’s inability to collect or recover any such Insurance Proceeds or Third-Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder and such Person shall not be required to seek any Insurance Proceeds or any Third-Party Proceeds prior to seeking indemnification hereunder.

(c) The calculation of any Indemnity Payments required by this Agreement shall be subject to Section 5.04 of the Tax Matters Agreement.

SECTION 6.05. Procedures for Indemnification of Third-Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 6.05(a).

(b) The Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee, which notice shall acknowledge in writing the indemnification obligation, within 30 days after receipt of notice from an Indemnitee in accordance with Section 6.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (x) Mixed Actions shall be managed in accordance with Section 6.12(c) and (y) the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim (i) to the extent such Third-Party Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) or (ii) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party controlling such defense will affect the Indemnitee or its Group in a materially adverse manner.

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(c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim (or is not permitted to assume the defense of such Third-Party Claim) in accordance with this Agreement, or fails to notify an Indemnitee of its election as provided in Section 6.05(b), such Indemnitee may defend such Third-Party Claim. If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim.

(d) If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnifying Party will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, (y) the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim pursuant to Section 6.05(b) or (z) the Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement.

(e) No Indemnifying Party shall consent to entry of any Judgment or enter into any settlement of any Third-Party Claim without the consent of the applicable Indemnitee or Indemnitees; provided, however, that such consent shall not be required if the Judgment or settlement: (i) contains no finding or admission of Liability with respect to any such Indemnitee or Indemnitees; (ii) involves only monetary relief which the Indemnifying Party has agreed to pay; and (iii) includes a full and unconditional release of the Indemnitee or Indemnitees. Notwithstanding the foregoing, the consent of an Indemnitee (not to be unreasonably withheld, conditioned or delayed) shall be required for any entry of Judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment or other non-monetary relief to be entered, directly or indirectly, against such Indemnitee.

(f) Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

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SECTION 6.06. Additional Matters. (a) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the Indemnifying Party from which indemnification hereunder is sought. Any failure by an Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. Such Indemnifying Party shall have a period of 60 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 60-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 60-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party.

(b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to, and shall stand in the place of, such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(c) In the event of an Action with respect to which indemnification may be sought hereunder and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 6.12, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any Judgment or settlement and the cost of any interest or penalties relating to any Judgment or settlement.

(d) If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement, (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party and (iii) a legal or equitable remedy may be available to the other Party against a third party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against such third party.

SECTION 6.07. Right to Contribution. (a) If any right of indemnification contained in Section 6.02 or Section 6.03 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless any Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by any Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the other members of its Group, on the one hand, and such Indemnitee and any other Indemnitees entitled to contribution in respect of such Liability, on the other hand, as well as any other relevant equitable considerations.

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(b) Solely for purposes of determining relative fault pursuant to this Section 6.07: (i) any fault associated with the [Outdoor Products] Business, the [Outdoor Products] Assets or the [Outdoor Products] Liabilities (except for the gross negligence or willful misconduct of a member of the Vista Outdoor Group) shall be deemed to be the fault of [Outdoor Products] and the other members of the [Outdoor Products] Group, and no such fault shall be deemed to be the fault of Vista Outdoor or any other member of the Vista Outdoor Group; and (ii) any fault associated with the Vista Outdoor Business, the Vista Outdoor Assets or the Vista Outdoor Liabilities (except for the gross negligence or willful misconduct of a member of the [Outdoor Products] Group) shall be deemed to be the fault of Vista Outdoor and the other members of the Vista Outdoor Group, and no such fault shall be deemed to be the fault of [Outdoor Products] or any other member of the [Outdoor Products] Group.

SECTION 6.08. Remedies Cumulative. The remedies provided in this Article VI shall be cumulative and, subject to the provisions of Section 6.10 and Article XI, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

SECTION 6.09. Survival of Indemnities. The rights and obligations of Vista Outdoor, [Outdoor Products] and their respective Indemnitees under this Article VI shall survive the sale or other transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities.

SECTION 6.10. Limitation on Liability. Except as expressly set forth in this Agreement, (x) no member of the Vista Outdoor Group shall in any event have any Liability to any member of the [Outdoor Products] Group or any other Outdoor Products Indemnitee, and (y) no member of the [Outdoor Products] Group shall in any event have any Liability to any member of the Vista Outdoor Group or any other Vista Outdoor Indemnitee, in each case under this Agreement (i) with respect to any matter to the extent that the Party seeking indemnification has engaged in any violation of Law or fraud in connection therewith or (ii) for any indirect, special, punitive or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages; provided, however, that the provisions of this clause (ii) shall not limit an Indemnifying Party’s indemnification obligations hereunder with respect to any Liability any Indemnitee may have to any third party not affiliated with any member of the Vista Outdoor Group or the [Outdoor Products] Group, as applicable, for any indirect, special, punitive or consequential damages. Notwithstanding the foregoing, nothing in this Section 6.10 shall limit the Liability of the members of the Vista Outdoor Group to the members of the [Outdoor Products] Group and the other [Outdoor Products] Indemnitees or the Liability of the members of the [Outdoor Products] Group to the members of the Vista Outdoor Group or the other Vista Outdoor Indemnitees, as applicable, with respect to breaches of Section 7.01, Section 7.04, Section 7.05, Section 7.07 or Section 7.09.

SECTION 6.11. Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming on behalf of such Party or such Group shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any Governmental Authority, alleging that: (a) the assumption of any [Outdoor Products] Liabilities by [Outdoor

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Products] or any other member of the [Outdoor Products] Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Vista Outdoor Liabilities by Vista Outdoor or any other member of the Vista Outdoor Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article VI are void or unenforceable for any reason.

SECTION 6.12. Management of Actions. This Section 6.12 shall govern the management and direction of pending and future Actions in which members of the Vista Outdoor Group or the [Outdoor Products] Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless otherwise expressly set forth in this Section 6.12.

(a) From and after the Distribution, the [Outdoor Products] Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule 6.12(a) and (ii) Actions (other than Actions set forth on Schedule 6.12(a) or Schedule 6.12(b)) that constitute only [Outdoor Products] Liabilities or involve only [Outdoor Products] Assets.

(b) From and after the Distribution, the Vista Outdoor Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule 6.12(b) and (ii) Actions (other than Actions set forth on Schedule 6.12(a) or Schedule 6.12(b)) that constitute only Vista Outdoor Liabilities or involve only Vista Outdoor Assets.

(c) From and after the Distribution, any Actions (other than Actions set forth on Schedule 6.12(a) or Schedule 6.12(b)) that constitute both a Vista Outdoor Asset or Vista Outdoor Liability, on the one hand, and an [Outdoor Products] Asset or an [Outdoor Products] Liability, on the other hand (such Actions, the “Mixed Actions”) shall be managed by the Party with the greater financial exposure with respect thereto (taking into account the provisions of this Article VI), as determined in good faith by the Parties; provided that if a Mixed Action involves the pursuit of criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) against the other Party, any other member of the other Party’s Group or any of their respective stockholders, directors, officers, members, agents or employees, the other Party shall be entitled to control the defense of the applicable claims against the other Party, any other member of the other Party’s Group or any of their respective stockholders, directors, officers, members, agents or employees. The Parties shall cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Mixed Actions such that the appropriate Party or member of such Party’s Group is party thereto. The Parties shall reasonably cooperate and consult with each other and, to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action. The Party managing a Mixed Action shall, on a quarterly basis, or if a material development occurs as soon as reasonably practicable thereafter, inform the other Party of the status of and developments relating to such Mixed Action and provide copies of any material documents, notices or other materials related to such Mixed Action; provided that the failure to provide any such documents, notices or other materials shall not be a basis for liability of a Party managing such Mixed Action except and solely to the extent that the other Party shall

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have been actually prejudiced thereby. Notwithstanding anything to the contrary herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared equally by the Parties) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Mixed Action; provided that the Parties shall share discovery and other joint litigation costs in proportion to their respective expected financial exposure or respective expected financial recovery, as applicable. In any Mixed Action, each of Vista Outdoor and [Outdoor Products] may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Vista Outdoor Business or the [Outdoor Products] Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party.

(d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation.

SECTION 6.13. Settlement of Actions. No Party managing a Mixed Action (the “Managing Party”) pursuant to Section 6.12(c) shall consent to entry of any Judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”), not to be unreasonably withheld, conditioned or delayed; provided, however, that such Non-Managing Party shall be required to consent to such entry of Judgment or to such settlement that the Managing Party may recommend if the Judgment or settlement: (i) contains no finding or admission of any violation of Law or any violation of the rights of the Non-Managing Party and its applicable related Persons; (ii) involves only monetary relief which the Managing Party has agreed to pay; and (iii) includes a full and unconditional release of the Non-Managing Party and its applicable related Persons. Notwithstanding the foregoing, in no event shall a Non-Managing Party be required to consent to an entry of Judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment or other non-monetary relief to be entered, directly or indirectly, against any member of the Non-Managing Party’s Group (other than the determination of equitable relief incidental to the granting of monetary relief).

ARTICLE VII

Access to Information; Privilege; Confidentiality

SECTION 7.01. Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each Party, on behalf of its Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such Group, which the other Party or any other member of its Group reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on such other Party or any other member of its Group (including under applicable securities Laws) by any national securities exchange or any Governmental Authority having jurisdiction over such other Party or any other member of its Group, (ii) for use in any other

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judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence.

(b) In the event that either Vista Outdoor or [Outdoor Products] determines that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Vista Outdoor and [Outdoor Products] shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Vista Outdoor and [Outdoor Products] intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

(c) Each Party agrees, on behalf of itself and each other member of its Group, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups at or prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed).

(d) Each Party agrees, on behalf of itself and each other member of its Group, that it will only Process Personal Information provided to it by the other Group in accordance with all applicable Privacy and Data Security Requirements and will implement and maintain at all times appropriate technical and organizational measures to protect such Personal Information against unauthorized or unlawful Processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under applicable Privacy and Data Security Requirements affecting the disclosure of such Personal Information to the other Party and will not knowingly Process such Personal Information in such a way as to cause the other Party to violate any of its obligations under any applicable Privacy and Data Security Requirements.

SECTION 7.02. Ownership of Information. Any Information owned by one Group that is provided to the requesting Party hereunder shall be deemed to remain the property of the providing Party. Except as specifically set forth herein or in any Ancillary Agreement, nothing herein shall be construed as granting or conferring rights of license or otherwise in any such Information.

SECTION 7.03. Compensation for Providing Information. Each Party shall reimburse the other Party for the reasonable costs of such other Party, if any, in complying with a request for Information pursuant to this Article VII (regardless of whether such Information was an Asset of the requesting Party). Except as may be otherwise specifically provided elsewhere in this Agreement, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures, but shall not include any mark-up above actual costs.

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SECTION 7.04. Record Retention. To facilitate the possible exchange of Information pursuant to this Article VII and other provisions of this Agreement, each Party shall use its reasonable best efforts to retain all Information in such Party’s possession relating to the other Party or its businesses, Assets or Liabilities, this Agreement or the Ancillary Agreements (the “Retained Information”) in accordance with such Party’s record retention policies as in effect on the date hereof or such longer period as required by Law, this Agreement or the Ancillary Agreements. Each Party shall use its reasonable best efforts to maintain and continue its Group’s compliance with all “litigation holds” applicable to any Information in its possession for the pendency of the applicable matter.

SECTION 7.05. Accounting Information. Without limiting the generality of Section 7.01 but subject to Section 7.01(b):

(a) Until the end of the first full fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards or as required by Law for Vista Outdoor to prepare consolidated financial statements or complete a financial statement audit for any period during which the financial results of the [Outdoor Products] Group were consolidated with those of Vista Outdoor), [Outdoor Products] shall use its reasonable best efforts to enable and assist Vista Outdoor to meet its timetable for preparation of its financial statements and to enable and assist Vista Outdoor’s auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) [Outdoor Products] shall authorize and direct its auditors to make available to Vista Outdoor’s auditors, within a reasonable time prior to the date of Vista Outdoor’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of [Outdoor Products] and (y) work papers to the extent related to such annual audits and quarterly reviews, to enable and assist Vista Outdoor’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of [Outdoor Products]’s auditors as it relates to Vista Outdoor’s auditors’ opinion or report and (ii) [Outdoor Products] shall provide reasonable access during normal business hours for Vista Outdoor’s internal auditors, counsel and other designated representatives to (x) the premises of [Outdoor Products] and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of [Outdoor Products] and its Subsidiaries and (y) the officers and employees of [Outdoor Products] and its Subsidiaries, so that Vista Outdoor may conduct reasonable audits relating to the financial statements provided by [Outdoor Products] and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the [Outdoor Products] Group.

(b) Until the end of the first full fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards or as required by Law), Vista Outdoor shall use its reasonable best efforts to enable and assist [Outdoor Products] to meet its timetable for dissemination of its financial statements and to enable and assist [Outdoor Products]’s auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such

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efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) Vista Outdoor shall authorize and direct its auditors to make available to [Outdoor Products]’s auditors, within a reasonable time prior to the date of [Outdoor Products]’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of Vista Outdoor and (y) work papers related to such annual audits and quarterly reviews, to enable and assist [Outdoor Products]’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of Vista Outdoor’s auditors as it relates to [Outdoor Products]’s auditors’ opinion or report and (ii) Vista Outdoor shall provide reasonable access during normal business hours for [Outdoor Products]’s internal auditors, counsel and other designated representatives to (x) the premises of Vista Outdoor and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of Vista Outdoor and its Subsidiaries and (y) the officers and employees of Vista Outdoor and its Subsidiaries, so that [Outdoor Products] may conduct reasonable audits relating to the financial statements provided by Vista Outdoor and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the Vista Outdoor Group.

(c) The Parties shall cooperate with each other in such manner as is reasonably necessary to enable the principal executive officer(s) and principal financial officer(s) (as such terms are defined in the rules and regulations of the Commission) of each of the Parties to make the certifications required of them under Sections 302, 404 and 906 of the Sarbanes-Oxley Act of 2002. Without limiting the generality of the foregoing, each Party shall, within a reasonable period of time following a request from the other Party in anticipation of filing such reports, cause its principal executive officer(s) and principal financial officer(s) to provide the other Party with certifications of such officers in support of the certifications of the other Party’s principal executive officer(s) and principal financial officer(s) required under Section 302, 404 or 906 of the Sarbanes-Oxley Act of 2002 with respect to the other Party’s (i) Quarterly Report on Form 10-Q filed with respect to the fiscal quarter during which the Distribution Date occurs (unless such quarter is the fourth fiscal quarter), (ii) to the extent applicable, Quarterly Report on Form 10-Q filed with respect to each subsequent fiscal quarter through the third fiscal quarter of the year in which the Distribution Date occurs and (iii) Annual Report on Form 10-K filed with respect to the fiscal year during which the Distribution Date occurs. Such certifications shall be provided in substantially the same forms and manners as the officers of such Party provided prior to the Distribution (reflecting any changes in certifications necessitated by the Spin-Off or any other transactions related thereto) or as otherwise agreed upon between the Parties.

SECTION 7.06. Limitations of Liability. (a) Each of Vista Outdoor (on behalf of itself and each other member of the Vista Outdoor Group) and [Outdoor Products] (on behalf of itself and each other member of the [Outdoor Products] Group) understands and agrees that neither Party is representing or warranting in any way as to the accuracy or sufficiency of any Information exchanged or disclosed under this Agreement.

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(b) Neither Party shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the providing Person. Neither Party shall have any Liability to the other Party if any Information is destroyed after reasonable best efforts by such Party to comply with the provisions of Section 7.04.

SECTION 7.07. Production of Witnesses; Records; Cooperation. (a) Without limiting any of the rights or obligations of the Parties pursuant to Section 7.01 or Section 7.04, after the Distribution Date and until the second anniversary thereof, except in the case of an Adversarial Action or threatened or contemplated Adversarial Action, each Party shall use its reasonable best efforts to make available, upon written request, (i) the former, current and future directors, officers, employees, other personnel and agents of the members of its Group (whether as witnesses or otherwise) and (ii) any books, records or other documents within its control or that it otherwise has the ability to make available, in each case, to the extent that such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action, Commission comment or review or threatened or contemplated Action, Commission comment or review (including preparation for any such Action, Commission comment or review) in which the other Party or any other member of its Group may from time to time be involved, regardless of whether such Action, Commission comment or review or threatened or contemplated Action, Commission comment or review is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

(b) Without limiting the foregoing, Vista Outdoor and [Outdoor Products] shall use their reasonable best efforts to reasonably cooperate and consult with each other to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions (including in connection with preparation for any such Action), other than an Adversarial Action or threatened or contemplated Adversarial Action.

(c) The obligation of Vista Outdoor and [Outdoor Products] to use their reasonable best efforts to make available former, current and future directors, officers, employees and other personnel and agents or provide witnesses and experts pursuant to this Section 7.07 is intended, other than in respect of an Adversarial Action or threatened or contemplated Adversarial Action, to be interpreted in a manner to facilitate cooperation and shall include the obligation to make available employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict. Without limiting the foregoing, each Party agrees that neither it nor any member of its Group will take any adverse action against any employee of its Group based on such employee’s provision of assistance or information to the other Party pursuant to this Section 7.07.

SECTION 7.08. Privileged Matters. (a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit of each of the members of the Vista Outdoor Group and the [Outdoor Products] Group, and that each of the members of the Vista Outdoor Group and the [Outdoor Products] Group shall be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Distribution, which services will be rendered solely for the benefit of the Vista Outdoor Group or the [Outdoor Products] Group, as the case may be.

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(b) The Parties agree as follows:

(i) Vista Outdoor shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to the Vista Outdoor Business and not to the operations of the [Outdoor Products] Business, whether or not the privileged Information is in the possession or under the control of any member of the Vista Outdoor Group or any member of the [Outdoor Products] Group. Vista Outdoor shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to any Vista Outdoor Assets or Vista Outdoor Liabilities and not any [Outdoor Products] Assets or [Outdoor Products] Liabilities in connection with any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the Vista Outdoor Group or any member of the [Outdoor Products] Group; and

(ii) [Outdoor Products] shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to the operations of the [Outdoor Products] Business and not to the Vista Outdoor Business, whether or not the privileged Information is in the possession or under the control of any member of the [Outdoor Products] Group or any member of the Vista Outdoor Group. [Outdoor Products] shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to any [Outdoor Products] Assets or [Outdoor Products] Liabilities and not any Vista Outdoor Assets or Vista Outdoor Liabilities in connection with any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the [Outdoor Products] Group or any member of the Vista Outdoor Group.

(c) Subject to the remaining provisions of this Section 7.08, the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 7.08(b) in connection with any Actions or threatened or contemplated Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement. Upon the reasonable request of Vista Outdoor or [Outdoor Products], in connection with any Action or threatened or contemplated Action contemplated by this Article VII, other than any Adversarial Action or threatened or contemplated Adversarial Action, Vista Outdoor and [Outdoor Products] will enter into a mutually acceptable common interest agreement to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or similar privilege or immunity of any member of either Group. If the Parties do not agree as to whether certain information is privileged Information, then such Information shall be treated as privileged Information, and the Party that believes that such information is privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined by a court of competent jurisdiction that such information is not privileged Information or unless the Parties otherwise agree.

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(d) If any dispute arises between the Parties or any members of their respective Groups regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and the members of its Group and (iii) not unreasonably withhold, delay or condition consent to any request for waiver by the other Party.

(e) Upon receipt by either Party, or by any member of its Group, of any subpoena, discovery or other request (or of written notice that it will receive or has received such subpoena, discovery or other request) that may reasonably be expected to result in the production or disclosure of privileged Information subject to a shared privilege or immunity or as to which the other Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge or becomes aware that any of its, or any of its Group’s member’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests (or have received written notice that they will receive or have received such subpoena, discovery or other requests) that may reasonably be expected to result in the production or disclosure of such privileged Information, such Party shall promptly notify the other Party of the existence of any such subpoena, discovery or other request and shall provide the other Party a reasonable opportunity to review the privileged Information and to assert any rights it or they may have, under this Section 7.08 or otherwise, to prevent the production or disclosure of such privileged Information; provided that if such Party is prohibited by applicable Law from disclosing the existence of such subpoena, discovery or other request, such Party shall provide written notice of such related information for which disclosure is not prohibited by applicable Law and use reasonable best efforts to inform the other Party of any related information such Party reasonably determines is necessary or appropriate for the other Party to be informed of to enable the other Party to review the privileged Information and to assert its rights, under this Section 7.08 or otherwise, to prevent the production or disclosure of such privileged Information.

(f) The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that (i) the exchange by one Party to the other Party of any Information that should not have been exchanged pursuant to the terms of Section 7.09 shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such privileged Information and (ii) the Party receiving such privileged Information shall promptly return such privileged Information to the Party who has the right to assert the privilege or immunity.

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SECTION 7.09. Confidential Information. (a) Each Party shall hold, and cause the other members of its Group and its and their respective directors, officers, employees, agents, accountants, subcontractors, counsel and other advisors and representatives to hold, in strict confidence, and not release or disclose, and protect with at least the same degree of care, but no less than a reasonable degree of care, that it applies to its own confidential and proprietary Information pursuant to policies in effect as of the Distribution Date, all Information concerning the other Group or its business that is either in its possession (including Information in its possession prior to the Distribution) or furnished by the other Group or its directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement, and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public domain through no fault of such Party, any other member of its Group or any of its or their directors, officers, employees, agents, accountants, counsel or other advisors or representatives, (ii) later lawfully acquired from other sources by such Party, any other member of its Group or any of its or their directors, officers, employees, agents, accountants, counsel or other advisors or representatives, which sources are not themselves bound by a confidentiality obligation to the knowledge of such Party or any other members of its Group, (iii) independently generated after the date hereof without reference to any proprietary or confidential Information of the other Group, or (iv) required to be disclosed by Law; provided, however, that the Person required by Law to disclose such Information gives the applicable Person prompt and, to the extent reasonably practicable and legally permissible, prior notice of such disclosure and an opportunity to contest such disclosure and shall use reasonable best efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by the requesting Person. In the event that such appropriate protective order or other remedy is not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished, only that portion of such Information that is required by Law to be disclosed and shall use reasonable best efforts to ensure that confidential treatment is accorded such Information. Notwithstanding the foregoing, each Party may release or disclose, or permit to be released or disclosed, any Information concerning the other Group to its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information).

(b) Without limiting the foregoing, when any Information concerning the other Group or its business is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party will, promptly after the request of the other Party, either return all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party, as applicable, that it has destroyed such Information, other than, in each case, any such Information electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel.

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SECTION 7.10. Counsel Acknowledgment. Each Party acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein, that Vista Outdoor has retained Cravath, Swaine & Moore LLP (“Cravath”) to act as its counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. [Outdoor Products] hereby acknowledges on behalf of itself and each other member of its Group that any information about [Outdoor Products] provided to Cravath by Outdoor Products was provided to Cravath in its capacity as counsel to Vista Outdoor, and that because Cravath has not represented [Outdoor Products], Cravath does not and will not have any professional obligations to [Outdoor Products] including with respect to confidentiality or conflicts of interest unless [Outdoor Products] separately retains Cravath pursuant to an executed engagement letter. Each Party, on behalf of itself and each other member of its Group, further agrees that Cravath and its respective partners and employees are third party beneficiaries of this Section 7.10.

ARTICLE VIII

Insurance

SECTION 8.01. Maintenance of Insurance. During the period beginning as of the date hereof and ending at the Distribution, Vista Outdoor shall (i) cause the members of the [Outdoor Products] Group and their respective employees, officers and directors to continue to be covered as insured parties under Vista Outdoor’s policies of insurance in a manner that is no less favorable than the coverage provided for members of the Vista Outdoor Group and their respective employees, officers and directors and (ii) permit the members of the [Outdoor Products] Group and their respective employees, officers and directors to submit claims relating to, arising out of or resulting from facts, circumstances, events or matters that occurred at or prior to the Distribution to the extent permitted under such policies. With respect to any policies currently procured by [Outdoor Products] for the sole benefit of the [Outdoor Products] Group, [Outdoor Products] shall continue to maintain such insurance coverage through the Distribution in a manner no less favorable than currently provided. Except as otherwise expressly permitted in this Article VIII, Vista Outdoor and [Outdoor Products] acknowledge that, prior to the Distribution, Vista Outdoor intends to take such action as it may deem necessary or desirable to remove the members of the [Outdoor Products] Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any member of the Vista Outdoor Group by any insurance carrier effective as of immediately following the Distribution. The [Outdoor Products] Group will not be entitled following the Distribution to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring after the Distribution or to the extent any claims are made pursuant to any Vista Outdoor claims-made policies after the Distribution. No member of the Vista Outdoor Group shall be deemed to have made any representation or warranty as to the availability of any coverage under any such insurance policy. Notwithstanding the foregoing, Vista Outdoor shall, and shall cause the other members of the Vista Outdoor Group to, use reasonable best efforts to take such actions as are necessary to cause all insurance policies of the Vista Outdoor Group that as of the Distribution provide coverage to or with respect to the members of the [Outdoor Products] Group and their respective employees, officers and directors to continue to provide such coverage with respect to acts, omissions or events occurring at or prior to the Distribution in accordance with their terms as if the Distribution had not occurred; provided, however, that in no event shall Vista Outdoor be required to extend or maintain coverage under claims-made policies with respect to any claims first made against a member of the [Outdoor Products] Group or first reported to the insurer after the Distribution.

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SECTION 8.02. Claims Under Vista Outdoor Insurance Policies. (a) After the Distribution, the members of each of the Vista Outdoor Group and the [Outdoor Products] Group shall have the right to assert Vista Outdoor Policy Pre-Separation Insurance Claims and the members of the [Outdoor Products] Group shall have the right to participate with Vista Outdoor to resolve Vista Outdoor Policy Pre-Separation Insurance Claims under the applicable Vista Outdoor insurance policies up to the full extent of the applicable and available limits of liability of such policy. Vista Outdoor or [Outdoor Products], as the case may be, shall have primary control over those Vista Outdoor Policy Pre-Separation Insurance Claims for which the Vista Outdoor Group or the [Outdoor Products] Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control; provided that only Vista Outdoor shall have the authority to settle or otherwise resolve any Vista Outdoor Policy Pre-Separation Insurance Claims with the applicable insurer(s), subject, in the case of any Vista Outdoor Policy Pre-Separation Insurance Claims for which the [Outdoor Products] Group bears the underlying loss, to the prior written consent of [Outdoor Products]. If a member of the [Outdoor Products] Group is unable to assert a Vista Outdoor Policy Pre-Separation Insurance Claim because it is no longer an “insured” or “additional insured” under a Vista Outdoor insurance policy, then Vista Outdoor shall, to the extent permitted by applicable Law and the terms of such insurance policy, assert such claim in its own name and deliver the Insurance Proceeds to [Outdoor Products].

(b) With respect to Vista Outdoor Policy Pre-Separation Insurance Claims, whether or not known or reported at or prior to the Distribution, [Outdoor Products] shall, or shall cause the applicable member of the [Outdoor Products] Group to, report such claims arising from the [Outdoor Products] Business as soon as practicable to each of Vista Outdoor and the applicable insurer(s), and [Outdoor Products] shall, or shall cause the applicable member of [Outdoor Products] Group to, individually, and not jointly, assume and be responsible (including, upon the request of Vista Outdoor, by reimbursement to Vista Outdoor for amounts paid or payable by it) for the reimbursement liability (including any deductible, coinsurance or retention payment) related to its portion of the liability, unless otherwise agreed in writing by Vista Outdoor. Each Party shall, and shall cause each member of its Group to, cooperate and assist the applicable member of the other Group with respect to such claims. The applicable member of the [Outdoor Products] Group shall provide to Vista Outdoor any collateral (or a letter of credit the face value of which is an amount equal to the value of such collateral) in respect of the reimbursement obligations as may reasonably be requested by the insurers and, upon the request of Vista Outdoor, any other collateral required by the insurers in respect of insurance policies under which Vista Outdoor Policy Pre-Separation Insurance Claims may be recoverable based upon Vista Outdoor’s reasonable estimate of the proportion of the requested collateral attributable to claims that may be made by the [Outdoor Products] Group. Vista Outdoor agrees that Vista Outdoor Policy Pre-Separation Insurance Claims of members of the [Outdoor Products] Group shall receive the same priority as Vista Outdoor Policy Pre-Separation Insurance Claims of members of the Vista Outdoor Group and be treated equitably in all respects, including in connection with deductibles, retentions and coinsurance.

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(c) With respect to each Vista Outdoor Policy Pre-Separation Insurance Claim for which a claims service company was engaged at or prior to the Distribution, each Party agrees to continue to engage the same claims service company after the Distribution with respect to such Vista Outdoor Policy Pre-Separation Insurance Claim, provided that a different claims service company may be engaged if both Parties agree, to the extent authorized by the applicable insurer.

SECTION 8.03. Insurance Proceeds. Any Insurance Proceeds received by the Vista Outdoor Group for members of the [Outdoor Products] Group or by the [Outdoor Products] Group for members of the Vista Outdoor Group shall be for the benefit, respectively, of the [Outdoor Products] Group and the Vista Outdoor Group, as applicable. Any Insurance Proceeds received for the benefit of both the Vista Outdoor Group and the [Outdoor Products] Group shall be distributed pro rata based on its Group’s respective share of the underlying loss.

SECTION 8.04. Claims Not Reimbursed. Vista Outdoor shall not be liable to [Outdoor Products] for claims, or portions of claims, not reimbursed by insurers under any policy for any reason, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of any insurance carrier(s), policy limitations or restrictions (including exhaustion of limits), any coverage disputes, any failure to timely file a claim by any member of the Vista Outdoor Group or any member of the [Outdoor Products] Group or any defect in such claim or its processing. In the event that insurable claims of both Vista Outdoor and [Outdoor Products] (or the members of their respective Groups) exist relating to the same occurrence, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense, and each Party shall not settle or compromise any such claim without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed subject to the terms and conditions of the applicable insurance policy). Nothing in this Section 8.04 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law or otherwise.

SECTION 8.05. D&O Policies.

(a) On and after the Distribution Date, Vista Outdoor shall not, and shall cause the other members of the Vista Outdoor Group not to, take any action that would limit the coverage of any individuals who acted as directors, officers or employees of Vista Outdoor or any of its Subsidiaries prior to the Distribution Date who become directors, officers or employees of the [Outdoor Products] Group in connection with the Separation under any directors and officers liability insurance policies, fiduciary liability insurance policies or employment practices liability insurance policies (collectively, “D&O Policies”) maintained by the members of the Vista Outdoor Group in respect of claims relating to a period prior to the Distribution Date. Vista Outdoor shall, and shall cause the other members of the Vista Outdoor Group to, reasonably cooperate with any individuals who acted as directors, officers or employees of Vista Outdoor or any of its Subsidiaries prior to the Distribution Date who become directors, officers or employees of the [Outdoor Products] Group in connection with the Separation in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Vista Outdoor shall, and shall cause the other members of the Vista Outdoor Group to, allow [Outdoor Products] and its agents and representatives, upon

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reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by Vista Outdoor and members of the Vista Outdoor Group pursuant to this Section 8.05. Vista Outdoor shall provide, and shall cause other members of the Vista Outdoor Group to provide, such cooperation as is reasonably requested by [Outdoor Products] in order for [Outdoor Products] to have in effect on and after the Distribution Date such new D&O Policies as [Outdoor Products] deems appropriate with respect to claims relating to a period on or after the Distribution Date.

(b) Except as provided in this Section 8.05, the Vista Outdoor Group may, at any time, without liability or obligation to the [Outdoor Products] Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that Vista Outdoor will immediately notify [Outdoor Products] of any termination of any insurance policy.

SECTION 8.06. Insurance Cooperation. The Parties shall use reasonable best efforts to cooperate with respect to the various insurance matters contemplated by this Article VIII.

ARTICLE IX

Further Assurances and Additional Covenants

SECTION 9.01. Further Assurances. (a) In addition to the actions specifically provided for elsewhere in this Agreement, but subject to the express limitations of this Agreement and of the Ancillary Agreements, each Party shall, subject to Section 5.03, use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement.

(b) Without limiting the foregoing, but subject to the express limitations of this Agreement and of the Ancillary Agreements, prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration, but at the expense of the requesting Party, (i) to execute and deliver, or cause to be executed and delivered, all instruments of conveyance, assignment and transfer as such Party may reasonably be requested to execute and deliver by the other Party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Consents of any Governmental Authority or any other Person under any permit, license, Contract, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Spin-Off and (iv) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in each case in order to effectuate the provisions and purposes of this Agreement, the Ancillary Agreements and any transfers of Assets or assignments and assumptions of Liabilities hereunder and thereunder and the other transactions contemplated hereby and thereby; provided that neither Party nor any member of its Group shall

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be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person, or expend any money or take any action that would require the expenditure of money, in connection with the foregoing (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the requesting Party as promptly as reasonably practicable)

(c) On or prior to the Distribution Date, Vista Outdoor and [Outdoor Products], in their respective capacities as direct and indirect stockholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by [Outdoor Products] or any other Subsidiary of Vista Outdoor, as the case may be, to effectuate the transactions contemplated by this Agreement.

ARTICLE X

Intellectual Property

SECTION 10.01. Consent To Use Intellectual Property And Duty To Cooperate. (a) [Outdoor Products] (i) consents (on behalf of itself and each other member of the [Outdoor Products] Group) to the use and registration of the Vista Outdoor IP in the business and operations conducted by each member of the Vista Outdoor Group and its Affiliates and their respective licensees and (ii) agrees to use reasonable best efforts prior to, on and after the Distribution Date to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to effect the transfer, assignment, registration or any related recordation of the Vista Outdoor IP contemplated by this Agreement, on a worldwide basis.

(b) Vista Outdoor (i) consents (on behalf of itself and each other member of the Vista Outdoor Group) to the use and registration of the [Outdoor Products] IP in the business and operations conducted by each member of the [Outdoor Products] Group and its Affiliates and their respective licensees and (ii) agrees to use reasonable best efforts prior to, on and after the Distribution Date to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to effect the transfer, assignment, registration or any related recordation of the [Outdoor Products] IP contemplated by this Agreement, on a worldwide basis.

(c) [Outdoor Products] agrees that it will not, and agrees to cause each other member of the [Outdoor Products] Group not to (i) initiate any Action against any member of the Vista Outdoor Group or its Affiliates for infringement, misappropriation or other violation of any [Outdoor Products] IP, (ii) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by the Vista Outdoor Group or its Affiliates or their respective licensees for any Vista Outdoor IP, the use of which is consistent with the use to which [Outdoor Products] has consented under this Agreement or (iii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of Vista Outdoor or any member of the Vista Outdoor Group in and to any Vista Outdoor IP, in each case for a period of two (2) years after the Distribution Date, without the prior written consent of Vista Outdoor.

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(d) Vista Outdoor agrees that it will not, and agrees to cause each other member of the Vista Outdoor Group not to (i) initiate any Action against any member of the [Outdoor Products] Group or its Affiliates for infringement, misappropriation or other violation of any Vista Outdoor IP, (ii) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by [Outdoor Products] or its Affiliates or their respective licensees for any [Outdoor Products] IP, the use of which is consistent with the use to which Vista Outdoor has consented under this Agreement or (iii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of [Outdoor Products] or any member of the [Outdoor Products] Group in and to any [Outdoor Products] IP, in each case for a period of two (2) years after the Distribution Date, without the prior written consent of [Outdoor Products].

(e) [Outdoor Products] hereby acknowledges (on behalf of itself and each other member of the [Outdoor Products] Group) Vista Outdoor’s right, title and interest in and to the Vista Outdoor IP, and will not in any way, directly or indirectly, do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title and interest within the business and operations of each member of the Vista Outdoor Group and its Affiliates and their respective licensees, or with respect to goods or services provided in connection with the business and operations conducted by each member of the Vista Outdoor Group and its Affiliates and their respective licensees, in each case for a period of two (2) years after the Distribution Date, without the prior written consent of Vista Outdoor.

(f) Vista Outdoor hereby acknowledges (on behalf of itself and each other member of the Vista Outdoor Group) [Outdoor Products]’s right, title and interest in and to the [Outdoor Products] IP, and will not in any way, directly or indirectly, do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title and interest within the business and operations conducted by each member of the [Outdoor Products] Group and its Affiliates and their respective licensees, or with respect to goods or services provided in connection with the business and operations conducted by each member of the [Outdoor Products] Group and its Affiliates and their respective licensees, in each case for a period of two (2) years after the Distribution Date, without the prior written consent of [Outdoor Products].

(g) Prior to, on and after the Distribution Date, (i) Vista Outdoor shall cooperate with [Outdoor Products], without any further consideration, but at the expense of [Outdoor Products], to obtain, or cause to be obtained, the Consents of any third parties necessary to effect the assignment, transfer or license of any [Outdoor Products] IP contemplated under this Agreement or any Ancillary Agreement and (ii) [Outdoor Products] shall cooperate with Vista Outdoor, without any further consideration, but at the expense of Vista Outdoor, to obtain, or cause to be obtained, the Consents of any third parties necessary to effect the assignment, transfer or license of any Vista Outdoor IP contemplated under this Agreement or any Ancillary Agreement. If, for any reason, the assignment, transfer or license of any Intellectual Property assets or rights contemplated under this Agreement or any Ancillary

50

Agreement is otherwise impossible or ineffective, Vista Outdoor and [Outdoor Products] shall, and shall cause each member of the Vista Outdoor Group and the [Outdoor Products] Group, respectively, to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with any applicable third parties) in an effort to sublicense, divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any planned assignment, transfer or license.

(h) Prior to, on and after the Distribution Date, Vista Outdoor shall cooperate with [Outdoor Products], without any further consideration and at no expense to [Outdoor Products], to obtain, cause to be obtained or properly record the release of any outstanding liens or security interests attached to any [Outdoor Products] IP and to take, or cause to be taken, all actions as [Outdoor Products] may reasonably be requested to take in order to obtain, cause to be obtained or properly record such release.

(i) Subject to Section 10.01(b), [Outdoor Products] agrees not to use, and agrees to cause each member of the [Outdoor Products] Group not to use, any of the Vista Outdoor Marks, including any names, Trademarks or Domain Names that incorporate the Vista Outdoor Marks for any purpose, except where (i) the use is a use, otherwise than as a mark, of a member of the Vista Outdoor Group’s individual name, or of the individual name of anyone in privity with the Vista Outdoor Group, or of a term or device which is descriptive of and used fairly and in good faith only to describe the goods or services of the Vista Outdoor Group, or their geographic origin; or, (ii) if used as a mark, such use does not conflict with, and is unlikely to cause consumer confusion, dilute or tarnish with any Vista Outdoor Marks, and is in no way contrary to the terms of this Article X. Notwithstanding clauses (i) and (ii) of this Section 10.01(i), [Outdoor Products] agrees not to use, and agrees to cause each member of the [Outdoor Products] Group not to use, any of the Vista Outdoor Marks in a way that would reasonably be expected to confuse, dilute or tarnish the Vista Outdoor Marks.

In the event that, as of the Distribution Date, Vista Outdoor Marks prominently appear on any publicly available or promoted business or promotional materials used by any member of the [Outdoor Products] Group or its Affiliates within the [Outdoor Products] Business, [Outdoor Products] shall remove and cease using, and shall cause each member of the [Outdoor Products] Group to remove and cease using, such prominently appearing marks as soon as reasonably practical following the Distribution Date but in any event within 180 days of the Distribution Date.

Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 10.01(i), the [Outdoor Products] Group shall have the right, at all times before, during and after the Distribution Date, to retain records and other historical or archived documents containing or referencing (i) the Vista Outdoor Marks or (ii) any other Information previously held by the Vista Outdoor Group, to the extent relating to the [Outdoor Products] Business.

(j) Subject to Section 10.01(a), Vista Outdoor agrees not to use, and agrees to cause each member of the Vista Outdoor Group not to use, any of the [Outdoor Products] Marks, including any names, Trademarks or Domain Names that incorporate the [Outdoor Products] Marks for any purpose, except where (i) the use is a use, otherwise than as a mark, of a member

51

of the [Outdoor Products] Group’s individual name, or of the individual name of anyone in privity with the [Outdoor Products] Group, or of a term or device which is descriptive of and used fairly and in good faith only to describe the goods or services of the [Outdoor Products] Group, or their geographic origin; or, (ii) if used as a mark, such use does not conflict with, and is unlikely to cause consumer confusion with, dilute or tarnish, any [Outdoor Products] Marks, and is in no way contrary to the terms of this Article X. Notwithstanding clauses (i) and (ii) of this Section 10.01(j), Vista Outdoor agrees not to use, and agrees to cause each member of the Vista Outdoor Group not to use, any of the [Outdoor Products] Marks in a way that would reasonably be expected to confuse, dilute or tarnish the [Outdoor Products] Marks.

In the event that, as of the Distribution Date, [Outdoor Products] Marks prominently appear on any publicly available or promoted business or promotional materials used by any member of the Vista Outdoor Group or their Affiliates within the Vista Outdoor Business, Vista Outdoor shall remove and cease using, and shall cause each member of the Vista Outdoor Group to remove and cease using, such prominently appearing marks as soon as reasonably practical following the Distribution Date but in any event within 180 days of the Distribution Date.

Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 10.01(j), the Vista Outdoor Group shall have the right, at all times before, during and after the Distribution Date, to retain records and other historical or archived documents containing or referencing (i) the [Outdoor Products] Marks or (ii) any other Information previously held by the [Outdoor Products] Group, to the extent relating to the Vista Outdoor Business.

(k) Each Party believes its respective Trademarks are sufficiently distinctive and different to ensure consumers will not be confused as to source or sponsorship, and agrees to employ its reasonable best efforts to use its respective Trademarks in a manner that does not cause actual confusion or a likelihood of confusion as to source or sponsorship of its respective goods or services in its respective channels of trade. If, despite the Parties’ reasonable best efforts, such actual confusion shall be brought to the attention of either Party, the Parties agree to cooperate in good faith regarding steps to be taken to mitigate or correct such actual confusion.

(l) Each Party shall be responsible for policing, protecting and enforcing its own Intellectual Property. Notwithstanding the foregoing, each Party will promptly give notice to the other Party of any known, actual or threatened, unauthorized use or infringement of the other Party’s Intellectual Property, including infringement of the other Party’s Trademarks, in each case for a period of two (2) years after the Distribution Date.

SECTION 10.02. Intellectual Property Cross-License. The Parties acknowledge that, through the course of a history of integrated operations, they and the members of their respective Groups have each obtained knowledge of and access to Intellectual Property, including certain Know-How, copyrighted content and other unregistered Intellectual Property, in each case other than proprietary Software, unregistered Trademarks and any Intellectual Property expressly subject to any Ancillary Agreement (collectively, “Shared Background IP”). With regard to this Shared Background IP, the Parties seek to ensure that each has the freedom to use such Shared Background IP in the future. Accordingly, effective as of the Distribution Date,

52

each Group hereby grants to the other Group a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicenseable (through multiple tiers), worldwide license to use and exercise rights under any Shared Background IP owned by such Group and used in the other Group’s businesses prior to the Distribution Date solely for use of the same type, of the same scope and to the same extent as used by such Group prior to the Distribution Date and reasonable extensions thereof, in connection with such Group’s businesses, including both internal business activities and distribution and sublicensing through multiple tiers carried out in the ordinary course of business. Such license shall be and is on an “as-is, where-is” basis, and each Group hereby expressly disclaims all representations and warranties of any type or nature; provided that the disclaimer set forth in this Section 10.02 is expressly limited to this Section 10.02 and does not limit, supersede or modify any other representation or warranty set forth elsewhere in this Agreement or any Ancillary Agreement. With respect to any Shared Background IP that constitutes a trade secret under applicable Law or that otherwise constitutes Information subject to the obligations of confidentiality set forth in Section 7.09, each Party, in its capacity as licensee of such Shared Background IP, shall hold in strict confidence and not release or disclose such Shared Background IP, in each case with at least the same degree of care applied to its own confidential and proprietary information.

SECTION 10.03. Other Licenses. Vista Outdoor hereby grants to the [Outdoor Products] Group a limited, non-exclusive, royalty-free, fully-paid, perpetual, non-sublicenseable, worldwide license to all copyrighted or copyrightable standard procedures and other technical publications included in the Vista Outdoor IP used in the [Outdoor Products] Business as of the Distribution Date. In the event that, as of the Distribution Date, Vista Outdoor Marks prominently appear on any of the procedures or publications described in the immediately preceding sentence, [Outdoor Products] shall remove, and shall cause each other member of the [Outdoor Products] Group to remove, such marks as soon as reasonably practical following the Distribution Date but in any event within 180 days of the Distribution Date.

SECTION 10.04. Scope. The geographic scope of this Article X shall be worldwide.

ARTICLE XI

Termination

SECTION 11.01. Termination. This Agreement may be terminated by Vista Outdoor at any time, in its sole discretion, prior to the Distribution.

SECTION 11.02. Effect of Termination. In the event of any termination of this Agreement prior to the Distribution, neither Party (nor any other member of its Group or any of their respective directors or officers) shall have any Liability or further obligation to the other Party or any member of its Group under this Agreement or the Ancillary Agreements.

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ARTICLE XII

Miscellaneous

SECTION 12.01. Counterparts; Entire Agreement; Corporate Power. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Ancillary Agreements and any Annexes, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof or thereof other than those set forth or referred to herein or therein.

(c) Vista Outdoor represents on behalf of itself and each other member of the Vista Outdoor Group, and [Outdoor Products] represents on behalf of itself and each other member of the [Outdoor Products] Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been (or, in the case of any Ancillary Agreement, will be on or prior to the Distribution Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein and as may be limited by equitable principles generally.

SECTION 12.02. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and, if the Delaware Court of Chancery shall be unavailable, any Delaware state court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each Party hereby agrees that it shall not assert, and hereby waives, any claim or right or defense that it is

54

not subject to the jurisdiction of such courts, that the venue is improper or that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final Judgment in any legal proceeding resolved in accordance with this Section 12.02 and Section 12.12 shall be conclusive and may be enforced in other jurisdictions by suit on the Judgment or in any other manner provided by applicable Law. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT PROVIDED HEREUNDER.

SECTION 12.03. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent of the other Party in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s Assets or (b) the sale of all or substantially all of such Party’s Assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party as promptly as reasonably practicable following the assignment. No assignment permitted by this Section 12.03 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 12.04. Third-Party Beneficiaries. Except as expressly set forth in Section 7.10 and for the indemnification rights under this Agreement of any Vista Outdoor Indemnitee or [Outdoor Products] Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third party with any remedy, claim, liability, right to reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 12.05. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given (a) when delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service, (c) on the date of dispatch by the sender in the case of electronic mail (to the extent that no “bounce back” or similar message indicating non-delivery is received with respect thereto) or (d) upon the earlier of confirmed receipt and the fifth business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

If to Vista Outdoor, to:

Vista Outdoor, Inc.

1 Vista Way

Anoka, MN 55303

Attn: [•]

email: [•]

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with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Attn: Craig F. Arcella

            Nicholas A. Dorsey

email: carcella@cravath.com

            ndorsey@cravath.com

If to [Outdoor Products], to:

[Outdoor Products Spinco Inc.]

[•]

[•]

Attn: [•]

email: [•]

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Attn: Craig F. Arcella

            Nicholas A. Dorsey

email: carcella@cravath.com

            ndorsey@cravath.com

Either Party may, by notice to the other Party, change the address and identity of the Person to which such notices and copies of such notices are to be given. Each Party agrees that nothing in this Agreement shall affect the other Party’s right to serve process in any other manner permitted by Law.

SECTION 12.06. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid, void or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent

56

determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 12.07. Publicity. Each Party shall consult with the other Party, and shall, subject to the requirements of Section 7.09, provide the other Party the opportunity to review and comment upon, that portion of any press release or other public statement that relates to the Spin-Off or any of the other transactions contemplated hereby and any filings with any Governmental Authority or national securities exchange with respect thereto, in each case prior to the issuance or filing thereof, as applicable (including the Information Statement, the Parties’ respective Current Reports on Form 8-K to be filed on the Distribution Date, the Parties’ respective Quarterly Reports on Form 10-Q filed with respect to the fiscal quarter during which the Distribution Date occurs or, if such quarter is the fourth fiscal quarter, the Parties’ respective Annual Reports on Form 10-K filed with respect to the fiscal year during which the Distribution Date occurs (each such Quarterly Report on Form 10-Q or Annual Report on Form 10-K, a “First Post-Distribution Report”)); provided that this Section 12.07 shall not require either Party to provide the other Party the opportunity to review and comment upon ay disclosure that is substantially consistent with disclosure previously approved by such other Party. Each Party’s obligations pursuant to this Section 12.07 shall terminate on the date on which such Party’s First Post-Distribution Report is filed with the Commission.

SECTION 12.08. Expenses. Except as expressly set forth in this Agreement or in any Ancillary Agreement, all third-party fees, costs and expenses paid or incurred in connection with the Spin-Off will be paid by the Party incurring such fees or expenses, whether or not the Distribution is consummated, or as otherwise agreed by the Parties. Notwithstanding the foregoing, Vista Outdoor and [Outdoor Products] shall each bear the costs and expenses incurred or paid as of the Distribution Date in connection with the Spin-Off for the services and to the financial, legal, accounting and other advisors set forth below their respective names on Schedule 12.08.

SECTION 12.09. Headings. The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 12.10. Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 12.11. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

57

SECTION 12.12. Specific Performance. Subject to Section 5.03 and notwithstanding the procedures set forth in Article XII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

SECTION 12.13. No Admission of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Vista Outdoor and the other members of the Vista Outdoor Group, on one hand, and [Outdoor Products] and the other members of the [Outdoor Products] Group, on the other hand, and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Vista Outdoor or [Outdoor Products].

SECTION 12.14. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 12.15. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include any other gender as the context requires. The terms “hereof”, “herein”, “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the Annexes, Exhibits and Schedules hereto) and not to any particular provision of this Agreement. Article, Section, Annex, Exhibit or Schedule references are to the articles, sections, annexes, exhibits and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any Schedule to this Agreement or to any Ancillary Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement or the Ancillary Agreement to which such Schedule is attached, as applicable. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein). Any definition of or reference to any Law shall be construed as referring to such Law as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor Laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All

58

references to “$” or dollar amounts are to the lawful currency of the United States of America. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives.

VISTA OUTDOOR INC.
By:
	Name:
	Title:

[OUTDOOR PRODUCTS SPINCO INC.]
By:
	Name:
	Title:

[Signature Page to Separation and Distribution Agreement]

EX-2.2

Exhibit 2.2

EXECUTION VERSION

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 W. HOFFEE AND CHRIS KIRALY,

as the Seller Guarantors

THE PERSONS SET FORTH ON EXHIBIT 1 ATTACHED HERETO,

as the Sellers

WAWGD NEWCO, INC.,

a California corporation, as NewCo

and

FORTIS ADVISORS LLC

as the Seller Representative

Dated as of September 9, 2021

TABLE OF CONTENTS

		Page
ARTICLE 1 Certain Definitions			2
ARTICLE 2 The Stock Purchase			19
2.1	The Closing		19
2.2	Purchase and Sale of Company Stock		19
2.3	Transactions to be Effected at the Closing		19
2.4	Purchase Price Adjustment		21
2.5	Earn-Out Payment		24
2.6	Withholding		25
ARTICLE 3 Representations and Warranties of the Company			26
3.1	Organization and Good Standing		26
3.2	Company Subsidiaries		26
3.3	Power, Authorization and Validity		26
3.4	Capitalization of the Company		27
3.5	No Conflict		28
3.6	No Consents		28
3.7	Litigation		28
3.8	Taxes		28
3.9	Company Financial Statements and Controls		31
3.10	Title to Assets; Sufficiency		32
3.11	Absence of Certain Changes		32
3.12	Contracts, Agreements, Arrangements, Commitments and Undertakings		34
3.13	No Default; No Restrictions		36
3.14	Intellectual Property		36
3.15	Compliance with Laws		40
3.16	Employees, ERISA and Other Compliance.		41
3.17	Company Benefit Arrangements		43
3.18	No Brokers		45
3.19	Environmental Matters		45
3.20	Privacy		46
3.21	Affiliate Transactions		47
3.22	Real Property		47
3.23	Insurance		49
3.24	Inventory		49
3.25	Customer Warranties; Product Liabilities		49
3.26	Customers and Suppliers		50
3.27	Accounts Receivable; Accounts Payable		50
3.28	CARES Act		50
3.29	Bank Accounts; Power of Attorney		51
3.30	Solvency		51

- i -

ARTICLE 4 Representations and Warranties of the Seller Guarantors, the Sellers and NewCo		51
4.1	Power, Authorization and Validity	51
4.2	Title	52
4.3	No Conflict	52
4.4	Litigation	53
4.5	Brokers	53
ARTICLE 5 Representations and Warranties of Acquiror		53
5.1	Organization and Good Standing	53
5.2	Power, Authorization and Validity	53
5.3	No Conflict	54
5.4	Litigation	54
5.5	Financing	54
5.6	Representations	54
ARTICLE 6 Company and Sellers Covenants		54
6.1	Exclusive Dealing	54
6.2	Advice of Changes	55
6.3	Maintenance of Business	56
6.4	Conduct of Business	56
6.5	Necessary Consents	58
6.6	Litigation	59
6.7	Access to Information	59
6.8	Satisfaction of Conditions Precedent	59
6.9	Company Disclosure Letter	59
6.10	R&W Insurance Policy	59
6.11	Release	60
6.12	Confidentiality	61
6.13	Non-Competition; Non-Solicitation	62
6.14	Bank Accounts	63
6.15	Affiliate Agreements	63
6.16	Tail Policy	63
6.17	Debt Financing	63
6.18	Restructuring	64
ARTICLE 7 Acquiror Covenants		64
7.1	Advice of Changes	64
7.2	Satisfaction of Conditions Precedent	64
7.3	Employee Benefit Matters	64
7.4	Indemnification of Company Directors and Officers	66
7.5	R&W Insurance Policy	66
7.6	Retention Bonus Payments	67
ARTICLE 8 Other Agreements		67
8.1	Tax Matters	67
8.2	Regulatory and Other Authorizations; Notices and Consents	70
8.3	Further Assurances	71

- ii -

ARTICLE 9 Conditions to Obligations of the Company, NewCo and the Sellers		72
9.1	Accuracy of Representations and Warranties	72
9.2	Covenants	72
9.3	Compliance with Law; No Legal Restraints	72
9.4	Government Consents	72
9.5	Closing Deliverables	72
ARTICLE 10 Conditions to Obligations of Acquiror		73
10.1	Accuracy of Representations and Warranties.	73
10.2	Covenants	73
10.3	No Material Adverse Effect	73
10.4	Compliance with Law; No Legal Restraints	73
10.5	Government Consents	74
10.6	Closing Deliverables	74
10.7	Employment Agreements	74
10.8	Restructuring	74
10.9	R&W Insurance Policy	74
ARTICLE 11 Termination of Agreement		74
11.1	Termination by Mutual Consent	74
11.2	Unilateral Termination.	74
11.3	Effect of Termination	75
ARTICLE 12 Non-Survival of Representations; Indemnification and Remedies		75
12.1	Survival	75
12.2	Agreement to Indemnify	76
12.3	Limitations	76
12.4	Notice of Claim	77
12.5	Resolution of Notice of Claim	77
12.6	Third Party Claims	78
12.7	Treatment of Indemnification Payments	79
ARTICLE 13 Miscellaneous		79
13.1	Governing Law	79
13.2	Assignment; Binding Upon Successors and Assigns	80
13.3	Severability	80
13.4	Counterparts	80
13.5	Other Remedies	80
13.6	Amendments and Waivers	80
13.7	Expenses	81
13.8	Attorneys’ Fees	81
13.9	Notices	81
13.10	Interpretation; Rules of Construction	82
13.11	No Additional Representations	83
13.12	No Joint Venture	83
13.13	Third Party Beneficiary Rights	83
13.14	Public Announcement	83
13.15	Entire Agreement	84

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13.16	WAIVER OF JURY TRIAL	84
13.17	Waiver of Conflicts; Attorney-Client Privilege	84
13.18	Seller Representative	85
13.19	Limited Guarantee	86

EXHIBITS

Exhibit 1	Sellers; Seller Guarantors
Exhibit 2	Restructuring Steps
Exhibit 3	Agreed Principles and Illustrative Working Capital Calculation
Exhibit 4	Form of Escrow Agreement
Exhibit 5	Form of Restrictive Covenant Agreement

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STOCK PURCHASE AGREEMENT

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”).

RECITALS

A. As of the Agreement Date, the Sellers own all of the issued and outstanding shares of Company Stock and all of the issued and outstanding Equity Interests of NewCo (the “NewCo Interests”).

B. Subject to the Rev. Proc. 2004-35 Filing, the Company has made a valid election under Section 1362(a) of the Code (and applicable provisions of state and local Law) to be treated as an S corporation within the meaning of Section 1361 of the Code.

C. Prior to the Closing Date, the Sellers, NewCo and the Company shall cause the transactions set forth on Exhibit 2 attached hereto to be effected in the manner set forth on Exhibit 2 (collectively, such transactions, the “Restructuring”).

D. As a result of the Restructuring and immediately prior to the Closing Date, NewCo will own all of the issued and outstanding Company Stock.

E. For U.S. federal and applicable state income Tax purposes, (i) the Contribution and the QSub Election are intended to be treated as an integrated transaction qualifying as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, consistent with Revenue Ruling 2008-18, 2008-113 C.B. 674, and as a result thereof, NewCo will be treated as the continuation of the Company and succeeding to the Company’s election pursuant to Section 1362 of the Code to be treated as an S Corporation within the meaning of Section 1361 of the Code, and (ii) the Conversion is intended to be a non-event.

F. Acquiror desires to purchase from NewCo and the Seller Guarantors and the Sellers desire to cause NewCo to sell to Acquiror, all of the issued and outstanding Company Stock, all upon the terms and conditions set forth in this Agreement (the “Stock Purchase”).

G. The applicable governing body of Acquiror, the Board of Directors of NewCo and the Board of Directors of the Company have determined that the Stock Purchase is in the best interests of their respective companies and shareholders and have approved and declared advisable this Agreement and the Stock Purchase.

H. Each of Seller Guarantors is the beneficiary of the respective Seller set forth opposite such Seller Guarantor’s name on Exhibit 1 attached hereto and will therefore derive substantial benefit from the consummation of the Stock Purchase and the Seller Ancillary Agreements, and each of the Seller Guarantors desire to enter into this Agreement in order to induce Acquiror to enter into this Agreement and the Acquiror Ancillary Agreements and to consummate the transactions contemplated hereby and thereby

I. Acquiror, NewCo, the Sellers, the Seller Guarantors and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Stock Purchase and to prescribe various conditions to the Stock Purchase.

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NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and conditions contained herein, the parties hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below.

“ACA” has the meaning set forth in Section 3.17(j).

“Accrued Bonuses” has the meaning set forth in definition of “Debt”.

“Acquiror” has the meaning set forth in the introductory paragraph of this Agreement.

“Acquiror Ancillary Agreements” means, collectively, each certificate to be delivered on behalf of Acquiror by an officer or officers of Acquiror at the Closing and each agreement or document (other than this Agreement) that Acquiror is to enter into as a party thereto pursuant to this Agreement.

“Acquiror Indemnified Person” and “Acquiror Indemnified Persons” has the meaning set forth in Section 12.2.

“Acquiror Plan” has the meaning set forth in Section 7.3(b).

“Acquiror Welfare Plans” has the meaning set forth in Section 7.3(c).

“Acquisition Proposal” means with respect to the Company, any Contract, offer, proposal or bona fide indication of interest (other than this Agreement or any other offer, proposal or indication of interest by Acquiror), or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving: (A) any acquisition or purchase from the Company, Seller Guarantor or any Seller, by any Person or Group of any sale of the Company Stock or any other Equity Interests of the Company, or any merger, consolidation, business combination or similar transaction involving the Company; (B) any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of business) or disposition of the assets of the Company in any single transaction or series of related transactions (other than sales of assets in the ordinary course of business); (C) any liquidation or dissolution of the Company, or any extraordinary dividend or distribution, whether of cash or other property; or (D) any other transaction that does or would reasonably be expected to impede or otherwise delay the Stock Purchase.

“Action” means any action, suit, litigation, arbitration, mediation, proceeding, prosecution, investigation, hearing, audit, examination or subpoena commenced, brought, conducted or heard by or before any court, arbitrator, mediator or other Governmental Authority or tribunal.

“Actual Adjustment” means (i) the Total Stock Purchase Consideration as finally determined pursuant to Section 2.4, minus (ii) the Estimated Total Stock Purchase Consideration.

“Adjustment Escrow Amount” means $300,000.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the first Person, including a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary or another Subsidiary of a Person of which the first Person is also a Subsidiary; “control” (including the term

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“controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by Contract or credit arrangement, as trustee or executor, or otherwise.

“Affiliate Agreement” has the meaning set forth in Section 3.21.

“Agreed Principles” means the Agreed Principles listed on Exhibit 3.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Agreement Date” has the meaning set forth in the introductory paragraph of this Agreement.

“Antitrust Laws” means the HSR Act, the Sherman Act, the Clayton Act, the Federal Trade Commission Act, and any other United States federal or state or foreign Laws applicable to Acquiror, any Seller, any Seller Guarantor, the Company or any of the Company Subsidiaries that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

“Balance Sheet Date” means July 31, 2021.

“Bank Accounts” has the meaning set forth in Section 3.29.

“Base Amount” means an amount equal to $474,000,000.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions located in San Diego, California or New York, New York are authorized or obligated by Law or executive order to close.

“Calculation Time” means 12:01 a.m. (Pacific Time) on the Closing Date.

“CARES Act” has the meaning set forth in Section 3.28(a).

“Cause” means, with respect to any Earn-Out Recipient, the occurrence of one or more of the following: (A) the conviction or entry of a plea of nolo contendere with respect to a felony, or a misdemeanor involving moral turpitude that resulted in, or reasonably may be expected to result in, material economic or reputational harm to the Company or any of its Affiliates, (B) reporting to work at the Company’s or any of its Affiliates’ offices while materially impaired by the use of alcohol or drugs, (C) breach of fiduciary duty, gross negligence or willful misconduct with respect to the performance of such Earn-Out Recipient’s duties for Company, (D) any other material breach by such Earn-Out Recipient of this Agreement or any material breach of any other material written agreement with the Company or any of its Affiliates or any Company policy or (E) commission of theft, fraud, embezzlement, or misappropriation with regard to the Company or any of its Affiliates; provided, however, that no event described in clause (B), (C), (D) or (E) would constitute Cause unless (i) the Company has given such Earn-Out Recipient written notice of the termination, setting forth the conduct of such Earn-Out Recipient that is alleged to constitute Cause within thirty (30) days after the Company becomes aware of the occurrence of such conduct, (ii) the Company has provided such Earn-Out Recipient with thirty (30) days following the date on which such notice is provided to cure such conduct and (iii) such Earn-Out Recipient has failed to do so.“CERCLIS” has the meaning set forth in Section 3.19(c).

“Charter Documents” means, with respect to any limited liability company, the certificate or articles of formation and limited liability company agreement or operating agreement of such company; with respect to any corporation, the certificate or articles of incorporation and the bylaws of such corporation; and with respect to any other entity, the equivalent governing documents.

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“Claim” has the meaning set forth in Section 12.4(a).

“Closing” means the closing of the transactions to consummate the Stock Purchase.

“Closing Cash” means, as of the Calculation Time, the aggregate cash and cash equivalents of the Company net of any Trapped Cash, calculated in accordance with the Agreed Principles.

“Closing Date” means the third (3rd) Business Day (or such other date as the parties hereto may agree in writing) following the satisfaction or waiver by the party entitled to waive the same of the conditions set forth in Article 9 and Article 10 (excluding conditions that, by their terms, are to be satisfied on the Closing Date, but subject to the satisfaction or waiver of such conditions).

“Closing Debt” means, as of the Calculation Time, the Debt of the Company, calculated in accordance with the Agreed Principles.

“Closing Net Working Capital” means, as of the Calculation Time, the Company Net Working Capital, calculated in accordance with the Agreed Principles.

“Closing Net Working Capital Shortfall” means the amount by which the Estimated Net Working Capital exceeds the Closing Net Working Capital.

“Closing Net Working Capital Surplus” means the amount by which the Closing Net Working Capital exceeds the Estimated Net Working Capital.

“Closing Transaction Expenses” means, as of the Calculation Time, the Transaction Expenses, calculated in accordance with the Agreed Principles.

“COBRA” has the meaning set forth in Section 3.17(h).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Ancillary Agreements” means, collectively, each certificate to be delivered on behalf of the Company at the Closing and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

“Company Balance Sheet” means the Company’s unaudited balance sheet as of the Balance Sheet Date included in the Company Financial Statements.

“Company Benefit Arrangement” has the meaning set forth in Section 3.17(a).

“Company Business” means the design, development, manufacture, distribution or sale of sports performance analysis and game enhancement technologies, including launch monitors, simulators, performance/entertainment software, and smart mobility solutions.

“Company Charter Documents” has the meaning set forth in Section 3.1.

“Company Data and Data Sets” has the meaning set forth in Section 3.14(g).

“Company Disclosure Letter” has the meaning set forth in Section 6.9.

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“Company Employees” has the meaning set forth in Section 3.16(a).

“Company Financial Statements” means (A) the Company’s unaudited balance sheet, statement of operations, statement of stockholder’s equity and statement of cash flows for each of the fiscal years ended 2018, 2019 and 2020 and (B) the Company Balance Sheet and the Company’s unaudited statement of operations, statement of stockholder’s equity and statement of cash flows for the seven (7) months ended on the Balance Sheet Date, and any notes to the foregoing financial statements.

“Company Indemnification Provisions” has the meaning set forth in Section 7.4(a).

“Company Indemnified Parties” has the meaning set forth in Section 7.4(a).

“Company Material Contract” has the meaning set forth in Section 3.12.

“Company Net Working Capital” means, at any time, without duplication, (A) the current assets of the Company (not including (i) Closing Cash or (ii) assets related to Taxes and deferred Tax assets), less (B) the current liabilities of the Company (including customer pre-paid deposits and reimbursement obligations relating to credit cards, provided that credit cards are used solely for business purposes, and not including (i) Debt, (ii) Transaction Expenses or (iii) Liabilities related to income Taxes and deferred Tax Liabilities), in each case, based on the Agreed Principles and the same current asset and current liability line items as referenced on the illustrative working capital calculation attached hereto as Exhibit 3.

“Company Net Working Capital Target” means $2,917,000.

“Company Sensitive Information” has the meaning set forth in Section 3.14(c).

“Company Shareholder” means a holder of any Company Stock.

“Company Software” has the meaning set forth in Section 3.14(f).

“Company Stock” means, as of any time, the Company’s issued and outstanding Equity Interests.

“Company Subsidiary” means a Subsidiary of the Company.

“Confidential Information” has the meaning set forth in Section 6.12.

“Contested Claim” has the meaning set forth in Section 12.5(b).

“Continuing Employee” has the meaning set forth in Section 7.3(a).

“Contract” means any legally binding written or oral agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense, permit, mortgage, guarantee, purchase order, insurance policy, benefit plan or commitment or undertaking of any nature, in each case as amended, supplemented or otherwise modified.

“Contribution” has the meaning set forth on Exhibit 2.

“Conversion” has the meaning set forth on Exhibit 2.

“Copyleft Software” means any software code that is distributed under Open License Terms that: (A) require, as a condition of use, modification, and/or distribution, that other software code incorporated into, derived from or distributed with such software code also be (i) disclosed or distributed in source code

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form, (ii) licensed for the purpose of making modifications or derivative works, or (iii) redistributable at no charge; or (B) otherwise impose or could impose any other material limitation, restriction, or condition on the right or ability of Acquiror to use or modify the Company’s products or services or distribute the Company’s products or services under terms chosen by Acquiror.

“COVID Related Deferrals” means any Tax Liabilities or other amounts for or allocable to a Pre-Closing Tax Period, or portion of a Straddle Period ending on the Closing Date, the payment of which is deferred, to a taxable period (or portion thereof) beginning after the Closing Date pursuant to the CARES Act or any other Law or executive order or Presidential Memorandum (including the Presidential Memorandum described in IRS Notice 2020-65) related to COVID-19.

“COVID-19” means the novel coronavirus (SARS CoV-2019) known as COVID-19 or any evolution thereof.

“COVID-19 Order” means any mandate of a Governmental Authority, order or Law issued, adopted or in force regarding COVID-19, including, any “shelter in place,” “stay home” or other restrictions on the freedom of activities of individuals or businesses.

“Damages” means any and all damages, Liabilities, losses, costs, penalties, expenses (including reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court costs and other out-of-pocket expenses (including such fees and costs incurred in connection with enforcing the provisions of this Agreement)), demands, claims, suits, actions, Taxes, judgments, deficiencies, interest, awards, fines, notices of violation or noncompliance, causes of action, proceedings and assessments, except for punitive damages (unless specifically awarded pursuant to a final judgment by an arbitrator or Governmental Authority to a third party and paid to such third party by an Acquiror Indemnified Person).

“Debt” means, with respect to any Person, the aggregate of the following: (A) any Liability of such Person (1) for borrowed money (including the current portion thereof and amounts outstanding under any overdraft facilities), (2) under any reimbursement obligation relating to a letter of credit, bankers’ acceptance or note purchase facility (excluding credit card obligations, provided that credit cards are used solely for business purposes), (3) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), (4) for off balance sheet Liabilities, (5) for the deferred purchase price of property, services, goods or securities (including seller notes, earn-out payments, contingent bonuses or similar obligations), (6) under any capitalized, synthetic or financial leases, (7) under any financial hedging, swap, future derivative, put, call, forward purchase or sale transaction, fixed price contract or similar arrangements that are intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in interest rates, currencies basis risk or the price of commodities, (8) for the amount by which any employee defined benefit pension plan, employee pension benefit plans, nonqualified deferred pension plans and similar pension obligations is underfunded; (9) for amounts owed under the Company’s education assistance plan; (10) for amounts classified as noncurrent liabilities in accordance with U.S. GAAP, other than those items set forth on Schedule 1.1(a); (11) all COVID Related Deferrals; and (12) all accrued but unpaid bonuses for the 2020 and 2021 calendar year owed to any individual (the “Accrued Bonuses”) that remain unpaid as of the Closing and the employer portion of any payroll, social security, unemployment and similar Taxes related to the amounts payable to such individuals; (B) any Liability described in clause (A) of other Persons to the extent guaranteed by such first Person, or recourse to such first Person or any of its assets, or that is otherwise the legal liability of such first Person. Debt includes (without duplication) (i) any and all accrued interest, Liabilities, success fees, prepayment premiums, make whole premiums or penalties and fees or expenses actually incurred (including attorneys’ fees) associated with the prepayment, retirement or termination of any Debt for borrowed money and (ii) any and all amounts of the nature described in clauses (A)(1)-(3) owed by such Person to any of its Affiliates including any of its stockholders; and (C) all accrued and unpaid income Taxes of the Company for any Pre-Closing Tax Period

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or portion of any Straddle Period ending on or before the Closing Date, in each case, calculated in accordance with U.S. GAAP and on the assumption that any Straddle Period ends on the Closing Date. For clarity, with respect to the Company, Debt excludes (x) any Liabilities included as a current liability in Closing Net Working Capital and (y) any Liabilities included as a Transaction Expense (and any portion of the Liabilities described in the Transaction Expenses definition which the Acquiror shall bear consistent therewith).

“Debt Financing” has the meaning set forth in Section 6.17.

“Deficiency” has the meaning set forth in Section 2.4(c)(ii).

“Due Date” means the due date with respect to an applicable Tax Return (taking into account valid extensions).

“Earn-Out Net Sales” means (A) gross sales of the Company minus (B) applicable sales returns, allowances and discounts, calculated in a consistent manner with past practice and, except as set forth on Schedule 1.1(b), compliant with U.S. GAAP. For the avoidance of doubt, sales by the Company to Acquiror post-Closing will be treated as external sales consistent with prior practice for the purposes of calculating Earn-Out Net Sales and will not be eliminated.

“Earn-Out Payment” has the meaning set forth in Section 2.5(a).

“Earn-Out Period” has the meaning set forth in Section 2.5(a).

“Earn-Out Recipient” has the meaning set forth in Section 2.5(a).

“Earn-Out Statement” has the meaning set forth in Section 2.5(c).

“Earn-Out Target” has the meaning set forth in Section 2.5(b)(ii).

“Earn-Out Threshold” has the meaning set forth in Section 2.5(b)(i).

“Electronic Data Room” means the electronic data room established by the Sellers and the Seller Guarantors in connection with the transactions contemplated hereby located at https://secure.caplinked.com/workspaces/foresight-sports-workspace/files.

“Employment Agreements” means the Employment Agreements entered into by and between Acquiror and each Key Employee, which have been executed as of the Agreement Date and shall become effective upon the Closing.

“Encumbrance” means any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest, title retention device, collateral assignment, option, right of first refusal, preemptive right, community property interest or other similar encumbrance of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, proprietorship or company (including any company limited by shares, limited liability company or joint stock company).

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“Environmental Claims” means any claims, notices of noncompliance or violation or Actions by any Governmental Authority or Person alleging any liability arising under any Environmental Law or demanding payment, contribution, indemnification, remedial action, removal action, financial assurance or any other action or inaction with respect to any actual or alleged environmental damage, condition or event or injury to persons, property or natural resources.

“Environmental Law” means any applicable Law relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern.

“Environmental Permits” has the meaning set forth in Section 3.19(a).

“Environmental Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata).

“Equitable Exceptions” has the meaning set forth in Section 3.3(c).

“Equity Interests” means: (A) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, (B) any ownership interests in a Person other than a corporation, including membership interests, partnership interests, joint venture interests, phantom interests, and beneficial interests; and (C) any warrants, stock appreciation rights, options, units, or any other equity or equity-based compensation, convertible or exchangeable securities, calls or other rights to purchase or acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Entity which is a member of: (A) a “controlled group of corporations,” as defined in Section 414(b) of the Code; (B) a group of entities under “common control,” as defined in Section 414(c) of the Code; or (C) an “affiliated service group,” as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Company.

“Escrow Agent” means Delaware Trust Company, a division of CSC.

“Escrow Agreement” means the Escrow Agreement entered into on the Closing Date among Acquiror, the Escrow Agent and NewCo, the form of which is attached hereto as Exhibit 4.

“Estimated Closing Cash” means the Company’s good faith estimate of the Closing Cash, as set forth on the Estimated Closing Statement.

“Estimated Closing Debt” means the Company’s good faith estimate of the Closing Debt, as set forth on the Estimated Closing Statement.

“Estimated Closing Statement” has the meaning set forth in Section 2.4(a)(i).

“Estimated Net Working Capital” means the Company’s good faith estimate of the Closing Net Working Capital, as set forth on the Estimated Closing Statement.

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“Estimated Net Working Capital Shortfall” means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Company Net Working Capital Target.

“Estimated Net Working Capital Surplus” means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, exceeds the Company Net Working Capital Target.

“Estimated Total Stock Purchase Consideration” means an amount equal to (A) the Base Amount plus (B) the Estimated Net Working Capital Surplus (if any), minus (C) the Estimated Net Working Capital Shortfall (if any) minus (D) the Estimated Transaction Expenses plus (E) the Estimated Closing Cash minus (F) the Estimated Closing Debt.

“Estimated Transaction Expenses” means the Company’s good faith estimate of the Closing Transaction Expenses, as set forth on the Estimated Closing Statement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Liabilities” means the Liabilities set forth on Schedule 1.1(c).

“Existing Employment Agreements” has the meaning set forth in Section 3.12(h).

“Export Control and Sanctions Laws” has the meaning set forth in Section 3.15(e).

“Final Closing Cash” means the Closing Cash, as finally agreed or determined in accordance with Section 2.4(b).

“Final Closing Debt” means the Closing Debt, as finally agreed or determined in accordance with Section 2.4(b).

“Final Net Working Capital” means the Closing Net Working Capital as finally agreed or determined in accordance with Section 2.4(b).

“Final Transaction Expenses” means the Closing Transaction Expenses, as finally agreed or determined in accordance with Section 2.4(b).

“FLSA” has the meaning set forth in Section 3.16(a).

“Fraud” means common law fraud (with scienter), as determined under Delaware Law.

“Fundamental Representations of the Company” means the representations and warranties of the Company set forth in Section 3.1 (Organization and Good Standing), Section 3.2 (Company Subsidiaries), Section 3.3 (Power, Authorization and Validity), Section 3.4 (Capitalization of the Company), Section 3.5(a) (No Conflicts With Charter Documents) and Section 3.18 (No Brokers).

“Fundamental Representations of the Sellers” means the representations and warranties of the Sellers and the Seller Guarantors set forth in Section 4.1 (Power, Authorization and Validity), Section 4.2 (Title) and Section 4.5 (Brokers).

“Good Reason” means, with respect to any Earn-Out Recipient, the occurrence of one or more of the following without such Earn-Out Recipient’s consent: (A) the Company reduces the amount of such Earn-Out Recipient’s base salary, unless the reduction is in the same proportion required of all corporate

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officers including Acquiror’s named executive officers; (B) the Company changes such Earn-Out Recipient’s primary place of work to a location that is more than thirty (30) miles from such Earn-Out Recipient’s present primary place of work, (C) the Company changes such Earn-Out Recipient’s title or otherwise reduces such Earn-Out Recipient’s responsibilities in a manner that is materially inconsistent with the positions such Earn-Out Recipient holds, or (D) the Company materially breaches any written agreement between the Company or any of its Affiliates and such Earn-Out Recipient; provided, however, that no event described in clause (A), (B), (C), or (D) would constitute Good Reason unless (i) such Earn-Out Recipient has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within thirty (30) days after the occurrence of such conduct, (ii) such Earn-Out Recipient has provided the Company with thirty (30) days following the date on which such notice is provided to cure such conduct, and (iii) the Company has failed to do so.

“Governmental Authority” means any: (A) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (B) federal, state, local, municipal, foreign or other government; (C) governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal); or (D) Entity to whom a Governmental Authority has assigned or delegated any authority or oversight responsibilities, in each case with legally-binding jurisdiction and authority over the applicable Person.

“Governmental Permits” has the meaning set forth in Section 3.15(b).

“Group” means the definition ascribed to such term under Section 13(d) of the Exchange Act, the rules and regulations thereunder and related case law.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Illegal Business Practice Laws” means, collectively, all anti-bribery, anti-corruption, anti-fraud and anti-money laundering Laws to which the Company is subject, including Chapter 11 of Title 18 of the United States Code, the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, all U.S. foreign Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and any other Laws, including those of any state, province or municipality, that prohibit the (A) corrupt payment, transfer, or offer, promise, or authorization of, or acquiescence in, directly or indirectly, the payment, transfer or provision, of anything of value (including gifts or entertainment) to, or for the benefit or at the behest of, any representative of a Governmental Authority or commercial entity or (B) any other illegal payment or provision, or any illegal offer, promise or authorization of, or acquiescence in, anything of value or any other payment in connection with any business activity of the Company, including any pay-for-play practices; in each case, whether to obtain or maintain any business opportunity or advantage, prevent or limit any business disadvantage or detriment or otherwise.

“Indemnifiable Matters” has the meaning set forth in Section 12.2.

“Information Privacy and Security Laws” means all applicable Laws relating to privacy, data privacy, data protection, data security, anti-spam, and consumer protection, and all regulations promulgated by any Governmental Authority thereunder, including, GDPR, the Health Insurance Portability and Accountability Act, the Gramm-Leach-Bliley Act, the Federal Information Security Management Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Federal Trade Commission Act, the Privacy Act of 1974, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children’s Online Privacy Protection Act, state data security Laws, state social security number protection Laws, state data breach notification Laws,

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and Laws concerning requirements for website and mobile application privacy policies and practices, call or electronic monitoring or recording or any outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing) and all equivalent applicable Laws of any other jurisdiction.

“Insurance Policies” has the meaning set forth in Section 3.23(a).

“Indemnifying Persons” has the meaning set forth in Section 12.6(a).

“Intellectual Property” means intellectual property and other similar intangible rights in all of the following in any jurisdiction throughout the world: (A) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissues, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; (B) all trademarks, service marks and trade names, all applications, registrations, and renewals in connection therewith, and including all goodwill associated with any of the foregoing; (C) all copyrights, and all applications, registrations, and renewals in connection therewith; (D) all mask works and all applications, registrations, and renewals in connection therewith; (E) all trade secrets and confidential business information, know-how, and any other information that derives independent economic value (actual or potential) from not being generally known to and not being readily ascertainable by proper means by a person able to obtain economic value from its use or disclosure; (F) Software; (G) data, datasets and databases; (H) hardware;; and (I) all other intellectual and related proprietary rights, whether protected, created, or arising by operation of law, in each case whether (i) granted under common law or by statute; (ii) registered or unregistered; (iii) published or unpublished; and (iv) including (1) all registrations, recordings, applications, rights to obtain renewals, derivations, continuations, reissues, extensions thereof; and (2) all rights to sue for past, present or future misuses, misappropriations, or infringements thereof.

“IP Inbound Licenses” has the meaning set forth in Section 3.14(a)(iii).

“IP Licenses” has the meaning set forth in Section 3.14(a)(iii).

“IP Outbound Licenses” has the meaning set forth in Section 3.14(a)(ii).

“IT Systems” means the information and communications technologies used by the Company, including hardware, Software and networks.

“Key Employees” means each of the following individuals: Jon Watters, Scott Werbelow, Chris Kiraly and Paulo Merloti.

“Knowledge” means the actual knowledge of the executive officers of an Entity of a particular fact, circumstance, event or other matter in question, and the knowledge such individuals would have after having inquired with, and asking for known information of, the direct reports of such individual who have primary responsibility for the fact or matter in question; provided, that, solely for purposes of the representation and warranties of the Company set forth in Section 3.14, an individual’s knowledge of a particular fact, circumstance, event or other matter in question shall not be deemed to include such knowledge an individual would have after having conducted or obtained any freedom-to-operate opinions or similar opinions of counsel or any Intellectual Property rights clearance searches.

“Law” means, collectively, all foreign, federal, state, local or municipal laws, common law, statutes, ordinances, regulations, constitutions, treaties, and rules, in any case issued, enacted, adopted, promulgated, implemented or otherwise put into legal effect by or under the authority of any Governmental Authority.

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“Leased Real Property” has the meaning set forth in Section 3.22(b).

“Leases” has the meaning set forth in Section 3.22(b).

“Liabilities” means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including any Liability for Taxes.

“Lookback Date” means January 1, 2017.

“Material Adverse Effect” means, when used in connection with an Entity, any Occurrence that, individually or in the aggregate, taking into account all other Occurrences, is, or is reasonably likely to be, materially adverse (A) in relation to the financial condition, assets (including intangible assets), liabilities, business, operations or results of operations of such Entity, taken as a whole, or (B) on the ability of such Entity to consummate the Stock Purchase or the other transactions contemplated by this Agreement, except, in each case, to the extent that any such Occurrence directly or indirectly results from, arises out of, is attributable to or related to any one or more of the following: (1) general economic conditions (or changes in such conditions) in the United States or any other country or region in the world, or conditions in the global economy generally; (2) conditions (or changes in such conditions) in the industries in which such Entity conducts business; (3) political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world; (4) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, disease outbreaks, epidemics and pandemics (including COVID-19) or other natural disasters, weather conditions and other force majeure events in the United States or any other country or region in the world; (5) changes in any applicable Law (or the interpretation thereof) or changes in U.S. GAAP or other accounting standards (or the interpretation thereof); (6) the announcement of this Agreement or the pendency or consummation of the transactions contemplated hereby; (7) any actions taken or failure to take action, in each case, which Acquiror has approved, consented to or requested in writing, or compliance with the terms of, or the taking of any action required or contemplated by, this Agreement, or the failure to take any action prohibited by this Agreement; (8) any fees or expenses incurred in connection with the transactions contemplated by this Agreement; or (9) any failure of the Company to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance metrics (but not, in each case, the underlying cause of such failure, unless such failure would otherwise be excepted from this definition); provided, however, that any Occurrence referred to in clauses (1) through (5) above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such Occurrence has a disproportionate effect on such Entity compared to other participants in the industries in which such Entity conducts business; provided, further, that any Occurrence referred to in clauses (3) and (4) above shall only take into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur the extent to which such Occurrence has a disproportionate effect on such Entity compared to other participants in the same geographic regions in which such Entity conducts business.

“Material Customers” has the meaning set forth in Section 3.26.

“Material IP Inbound Licenses” has the meaning set forth in Section 3.14(a)(iii).

“Material IP Licenses” has the meaning set forth in Section 3.14(a)(iii).

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“Material IP Outbound Licenses” has the meaning set forth in Section 3.14(a)(ii).

“Material Suppliers” has the meaning set forth in Section 3.26.

“Materials of Environmental Concern” means (A) chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is currently regulated by an Environmental Law, or that is listed, classified or regulated as a “toxic substance,” “hazardous substance,” “hazardous waste” or words of similar meaning or effect under any Environmental Law, (B) oil, petroleum, natural gas, natural gas liquids, synthetic gas, drilling fluids, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (C) any explosives or any radioactive materials, (D) asbestos in any form, (E) polychlorinated biphenyls, (F) per- and polyfluoroalkyl substances (PFAS), (G) toxic mold and (H) infectious waste. For clarity, any office and cleaning supplies which are used in the ordinary course of business and safely maintained, lawfully used and stored for their intended purposes will not constitute Materials of Environmental Concern hereunder.

“NDA” has the meaning set forth in Section 6.7.

“NewCo” has the meaning set forth in the introductory paragraph of this Agreement.

“NewCo Ancillary Agreements” means, collectively, each agreement or document (other than this Agreement) that NewCo is to enter into as a party thereto pursuant to this Agreement.

“NewCo Interests” has the meaning set forth in the Recitals.

“Notice of Claim” has the meaning set forth in Section 12.4(a).

“Obligations” has the meaning set forth in Section 13.19

“Occurrences” means any individual or set of changes, events, developments, occurrences, circumstances or effects.

“Open License Terms” means terms in any license, distribution model or other agreement for software, libraries or other code (including middleware and firmware) (a “Work”) which require, as a condition of use, reproduction, modification, and/or distribution of the Work (or any portion thereof) or of any other software, libraries, or other code (or a portion of any of the foregoing) in each case that is incorporated into or includes, relies on, is linked to or with, is derived from in any manner (in whole or in part), or is distributed with a Work (collectively, “Related Software”), any of the following: (A) the making available of source code or any information regarding the Work or any Related Software; (B) the granting of permission for creating modifications to or derivative works of the Work or any Related Software; (C) the granting of a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, to any Person under Intellectual Property rights (including patents) regarding the Work alone, any Related Software alone, or the Work or Related Software in combination with other hardware or software; (D) the imposition of any restrictions on future patent licensing terms, or other abridgement or restriction of the exercise or enforcement of any Intellectual Property rights through any means; (E) the obligation to include or otherwise communicate to other Persons any form of acknowledgement and/or copyright notice regarding the origin of the Work or Related Software; or (F) the obligation to include disclaimer language, including warranty disclaimers and disclaimers of consequential damages. By means of example only, Open License Terms includes any versions of the following agreements, licenses, or distribution models: (i) the GNU General Public License (GPL); (ii) Lesser/Library GPL (LGPL); (iii) the Common Development and Distribution License (CDDL); (iv) the Artistic License (including PERL);

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(v) the Netscape Public License; (vi) the Sun Community Source License (SCSL) or the Sun Industry Standards License (SISL); (vii) the Apache License; (viii) the Common Public License; (ix) the Affero GPL (AGPL); (x) the Berkley Software Distribution (BSD); (xi) the Mozilla Public License (MPL); or (xii) any licenses that are defined as OSI (Open Source Initiative) licenses as listed on the opensource.org website.

“Open Source Software” means any software, libraries, or other code that is licensed under, or is otherwise subject to, Open License Terms.

“Order” means any order, writ, injunction, judgment, decision, ruling, decree, award, determination or stipulation issued, promulgated or entered by, or any settlement or other agreement under the jurisdiction of, any court, arbitrator, mediator or other Governmental Authority or tribunal.

“Owned Intellectual Property” has the meaning set forth in Section 3.14(a)(i).

“Payment Schedule” has the meaning set forth in Section 2.4(a)(i).

“Payoff Letters” means the payoff letters from each holder of Closing Debt for borrowed money identified on Schedule 3.9(c) to be paid at Closing, indicating the amount required to discharge such Closing Debt and that, upon payment of such amount, such Closing Debt owed or owing to such holder of Closing Debt shall be fully paid and discharged, with no further obligations or Liabilities of the Company in respect thereof.

“Permitted Encumbrances” means: (A) (i) statutory Encumbrances for current Taxes that are not yet delinquent, and (ii) Encumbrances for Taxes or that are being contested in good faith through appropriate proceedings and that are set forth on Schedule 1.1(d); (B) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (C) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Law; (D) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens for amounts not yet due and payable, which are not materially, individually or in the aggregate; (E) any restriction or limitation imposed by this Agreement; (F) any non-exclusive license of Intellectual Property or other covenants, restrictions or conditions related to the use of Intellectual Property that are granted by or licensed to a party in the ordinary course of business; and (G) such imperfections of title, easements, covenants, conditions, restrictions and other similar matters of record, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.

“Person” means any individual, Entity or Governmental Authority.

“Personal Information” means, collectively, any information or data that can be used, directly or indirectly, alone or in combination with other information possessed or controlled by the Company, to identify an individual including the following to the extent each can be used in such manner: name, address, telephone number, email address, credit or payment card information, bank account number, financial data or account information, password combinations, customer account number, date of birth, government-issued identifier, social security number, race, ethnic origin/nationality, photograph and mental or physical health or medical information or that is otherwise governed, regulated or protected by one or more applicable Information Privacy and Security Laws.

“Pre-Closing Period” has the meaning set forth in Section 6.1(a).

“Pre-Closing Tax Period” means any taxable period that begins and ends on or before the Closing Date.

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“Pro Rata Percentage” means the portion of the Total Stock Purchase Consideration (expressed as a percentage) attributable to each Seller, as set forth opposite such holder’s name on the Payment Schedule.

“Proposed Closing Date Calculations” has the meaning set forth in Section 2.4(b)(i).

“Purchase Price Dispute Notice” has the meaning set forth in Section 2.4(b)(ii).

“QSub Election” has the meaning set forth on Exhibit 2.

“R&W Insurance Policy” means that certain representations and warranties insurance policy issued by Ethos Specialty Insurance Services LLC to Acquiror in connection with the transactions contemplated hereby, in form and substance reasonably acceptable to Acquiror.

“Registered Company IP” has the meaning set forth in Section 3.14(a)(i).

“Related Party” means (A) any officer, director, shareholder or Affiliate of the Company, NewCo, any Seller Guarantor or any Seller or (B) any immediate family member of any such Person in the preceding clause (A).

“Related Software” has the meaning set forth in the definition of “Open License Terms”.

“Releasees” has the meaning set forth in Section 6.11(a).

“Releasing Parties” has the meaning set forth in Section 6.11(a).

“Relevant Service Provider” means each current or former Company Employee, director, officer and other individual service provider to the Company.

“Representatives” means, with respect to any Person, any director, officer, agent, employee, general partner, member, stockholder, equityholder, advisor, manager, consultant, counsel, accountant or other representative of such Person.

“Restricted Period” has the meaning set forth in Section 6.13(a).

“Restrictive Covenant Agreement” means that certain Restrictive Covenant Agreement, to be entered into by the Company and Paulo Merloti, substantially in the form attached hereto as Exhibit 5.

“Restructuring” has the meaning set forth in the Recitals.

“Rev. Proc. 2004-35 Filing” means request for relief filed pursuant to IRS Revenue Procedure 2004-35, 2004-23 IRB 1029, in respect of the Company in connection with late shareholder consents for an S Corporation in a community property state.

“S Corporation Tax Proceeding” has the meaning set forth in Section 8.1(d).

“S Corporation Tax Returns” has the meaning set forth in Section 8.1(c).

“Section 1542” has the meaning set forth in Section 6.11(b).

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“Securities Act” means the Securities Act of 1933, as amended.

“Seller” and “Sellers” has the meaning set forth in the introductory paragraph of this Agreement.

“Seller Guarantor” and “Seller Guarantors” has the meaning set forth in the introductory paragraph of this Agreement.

“Seller Ancillary Agreements” means, collectively, each certificate to be delivered by each Seller and each Seller Guarantor at the Closing and each agreement or document (other than this Agreement) that each Seller and each Seller Guarantor is to enter into as a party thereto pursuant to this Agreement.

“Seller Representative” has the meaning set forth in the introductory paragraph of this Agreement.

“Sensitive Data” means all confidential information, proprietary information, Personal Information, Company Data and Data Sets, trade secrets and any other information protected by Law or contract that is collected, created, maintained, stored, transmitted, used, disclosed or otherwise processed by or for the Company.

“Shortfall” has the meaning set forth in Section 2.4(c)(ii).

“Software” means computer software, programs, data, and databases in any form, including internet web sites, and all versions, updates, corrections, enhancements, replacements, and modifications thereof, and all content and documentation related thereto.

“Spousal Consent” means that certain consent of the spouse of each Seller Guarantor to enter into this Agreement and the Seller Ancillary Agreements, in form and substance reasonably satisfactory to Acquiror.

“Standard IP Agreements” means Contracts to which the Company is a party that (A) license to the Company generally commercially available, off-the-shelf software programs and software services licensed pursuant to standard terms for internal use and not used for purposes developing, providing, hosting, or supporting any Company Software and is not otherwise material to the conduct of the Company’s business, (B) are standard employee agreements and standard consulting or advisor agreement agreements, including proprietary information and inventions agreements entered into by Relevant Service Providers, pursuant to which such Relevant Service Provider has assigned Intellectual Property to the Company or received a non-exclusive license to use Owned Intellectual Property on behalf of the Company or granted a “background license” to the Company related to its work for the Company; (C) are nondisclosure and confidentiality agreements entered into in the ordinary course of business; (D) are feedback, trademark and other similar licenses that are incidental to any license to Intellectual Property, or (E) grant non-exclusive licenses by the Company for its products and services in the ordinary course of business.

“Stock Purchase” has the meaning set forth in the Recitals.

“Straddle Period” means any taxable period that includes (but does not end on) the Closing Date.

“Subsidiary” means any corporation or other business Entity: (A) in which a Person owns (directly or indirectly, beneficially or of record) at least a 50% equity, beneficial or financial interest; (B) in which a Person owns (directly or indirectly, beneficially or of record) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s board of directors or other governing body; or (C) that is otherwise, directly or indirectly, controlled by a Person.

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“Tail Policy” has the meaning set forth in Section 6.16.

“Tax” (and, with correlative meaning, “Taxes”) means any (A) taxes, charges, withholdings, fees, levies, imposts, duties and governmental fees or other like assessments or charges of any kind whatsoever in the nature of taxes imposed by any United States federal, state, local or foreign or other Tax Authority (including those related to income, net income, gross income, receipts, capital, windfall profit, severance, property (real and personal), production, sales, goods and services, use, business and occupation, license, excise, registration, franchise, employment, payroll (including social security contributions), deductions at source, withholding, alternative or add-on minimum, intangibles, ad valorem, transfer, gains, stamp, customs, duties, estimated, transaction, title, capital, paid-up capital, profits, premium, value added, recording, inventory and merchandise, business privilege, federal highway use, commercial rent or environmental tax, and any liability under unclaimed property, escheat, or similar Laws), (B) interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authority in connection with (i) any item described in clause (A) or (ii) the failure to comply with any requirement imposed with respect to any Tax Return, and (C) liability in respect of any items described in clause (A) and/or (B) payable by reason of contract (including any Tax Sharing Agreement), assumption, transferee, successor or similar liability, bulk sales or similar liability, operation of Law (including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local, or foreign Law)) or otherwise.

“Tax Allocation Statement” has the meaning set forth in Section 8.1(h)(i).

“Tax Authority” means any Governmental Authority responsible for the imposition, administration, assessment, and/or collection of any tax.

“Tax Return” means any return, statement, report, election, declaration, claim for refund, information return, or form (including estimated tax returns and reports, withholding tax returns and reports, any schedule or attachment, and information returns and reports) filed or required to be filed with any Tax Authority with respect to Taxes.

“Tax Sharing Agreement” means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract or arrangement, whether written or unwritten (including any such agreement, Contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document) other than commercial agreements entered into with third parties in the ordinary course of business not primarily related to Taxes.

“Termination Agreement” means that certain Company Retention Bonus Plan Termination Agreement, to be entered into by the Company and Paulo Merloti, in form and substance reasonably acceptable to the parties hereto.

“Termination Date” has the meaning set forth in Section 11.2(b).

“Third Party Claim” has the meaning set forth in Section 12.6.

“Total Stock Purchase Consideration” means an amount equal to (A) the Base Amount plus (B) the Closing Net Working Capital Surplus (if any), minus (C) the Closing Net Working Capital Shortfall (if any) minus (D) the Final Transaction Expenses plus (E) the Final Closing Cash minus (F) the Final Closing Debt.

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“Transaction Bonus” has the meaning set forth in the definition of “Transaction Expenses”.

“Transaction Expenses” means, to the extent not paid by the Company, the Seller Guarantors or the Sellers prior to the Closing, (A) all third party fees and expenses of the Company incurred in connection with the Stock Purchase and this Agreement, the Company Ancillary Agreements and the transactions contemplated hereby and thereby (including any fees and expenses of legal counsel, accountants and tax advisors, investment bankers and brokers), (B) fifty percent (50%) of all fees, premiums, and other costs and expenses with respect to the purchase of the R&W Insurance Policy, (C) any commission, severance, bonus, change in control, or retention payment, or other similar payment, payable by the Company to any Relevant Service Provider or any other Person that is accelerated or payable (in whole or in part, whether by single-trigger, double-trigger or multiple-trigger conditions) as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, including all payments due or that will become due under the 2017 Employee Retention Bonus Plan, effective as of September 29, 2017, (D) the bonuses payable to the individuals set forth on Schedule 1.1(e) (each, a “Transaction Bonus” and collectively, the “Transaction Bonuses”), (E) the employer portion of any payroll, social security, unemployment and similar Taxes related to amounts payable to the Persons identified in clause (C) and (D), (F) fifty percent (50%) of the filing fee required under applicable Antitrust Laws, (G) fifty percent (50%) of the fees and expenses of the Escrow Agent incurred under the Escrow Agreement, (H) fifty percent (50%) of the fees and expenses incurred by the Company in connection with the purchase of the Tail Policy prior to the Closing, and (I) the Transfer Taxes required to be paid by the Sellers pursuant to Section 8.1(f). For clarity, the Acquiror shall bear the other 50% of the amounts specified in the preceding clauses (B), (F), (G), (H) and (I).

“Transfer Taxes” has the meaning set forth in Section 8.1(f).

“Trapped Cash” means cash or cash equivalents (A) of the Company which may not be freely useable or available because it is subject to restrictions or limitations on use under Contract or applicable Laws by the Company or in order to service Debt, (B) in the form of deposits in transit and outstanding checks issued by the Company (and excluding any uncleared wires sent to and checks received, but not yet deposited in the accounts of the Company at such time), or (C) that are insurance or other recovery proceeds in respect of any condemnation, casualty, loss or other material damage to any of the assets of the Company prior to the Closing Date and which such asset has not been repaired prior to the Closing Date.

“Treasury Regulations” mean the Treasury regulations promulgated under the Code.

“U.S. GAAP” means United States generally accepted accounting principles, as applied on a consistent basis by the Person in question.

“Valuation Firm” means any nationally recognized, independent valuation firm reasonably acceptable to Acquiror and NewCo in writing.

“WARN Act” has the meaning set forth in Section 3.16(e).

“Work” has the meaning set forth in the definition of “Open License Terms”.

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ARTICLE 2

THE STOCK PURCHASE

2.1 The Closing. Subject to termination of this Agreement as provided in Article 11, the Closing shall take place remotely via electronic exchange of signature pages and documents on the Closing Date.

2.2 Purchase and Sale of Company Stock. At the Closing, upon the terms and subject to the conditions contained herein and provisions of applicable Law, the Sellers will cause NewCo to sell, convey, transfer, assign and deliver to Acquiror, and Acquiror will purchase and acquire from NewCo, all of NewCo’s right, title and interest in and to all of the issued and outstanding Company Stock held by NewCo, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws), in exchange for the Total Stock Purchase Consideration.

2.3 Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement:

(a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror:

(i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date;

(ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter;

(iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing;

(iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied;

(v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable;

(vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing;

(vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo;

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(viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii);

(ix) a Spousal Consent from each Seller Guarantor duly executed by the spouse of such Seller Guarantor;

(x) the Escrow Agreement, duly executed by NewCo and the Escrow Agent;

(xi) the Restrictive Covenant Agreement, duly executed by the Company and Paulo Merloti; and

(xii) the Termination Agreement, duly executed by the Company and Paulo Merloti.

(b) Acquiror shall pay or deliver or cause to be paid or delivered (as applicable):

(i) the following payments:

(A) to NewCo, the Estimated Total Stock Purchase Consideration (less the (1) Adjustment Escrow Amount and (2) the aggregate amount payable pursuant to Schedule 7.6), paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by NewCo on the Payment Schedule delivered pursuant to Section 2.4(a)(i)(B) in the amounts set forth therein;

(B) to the holders of Debt for borrowed money identified on Schedule 3.9(c) of the Company Disclosure Letter, the respective amounts set forth in each Payoff Letter, paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule;

(C) to the payees of the Estimated Transaction Expenses (other than the Transaction Bonuses), the amount set forth in the applicable final invoice delivered pursuant to Section 2.3(a)(iii), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system;

(D) to the Company, the aggregate amount of the Transaction Bonuses as set forth on the Estimated Closing Statement (and the amount of the employer portion of any payroll, social security, unemployment and similar Taxes related to the Transaction Bonuses), paid by wire transfer of immediately available funds to the bank account or accounts designated on the Payment Schedule; provided, that promptly following the Closing, the Company shall make payments to each Person in the amount of the Transaction Bonus set forth opposite such Person’s name on the Schedule 1.1(f) (less any applicable Taxes required to be deducted or withheld) utilizing the payroll system of the Company; and

(E) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement;

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(ii) to NewCo, the Escrow Agreement, duly executed by Acquiror;

(iii) to NewCo, an executed copy of the resolutions authorizing Acquiror’s execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements and the consummation of the transactions contemplated hereunder and thereunder; and

(iv) to NewCo, a certificate from an officer of Acquiror, in form and substance reasonably satisfactory to NewCo, certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied, as applicable.

2.4 Purchase Price Adjustment.

(a) Estimated Closing Statement.

(i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles.

(ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder.

(iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

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(b) Determination of the Total Stock Purchase Consideration.

(i) As soon as practicable, but no later than ninety (90) days after the Closing Date, Acquiror shall prepare and deliver to Seller Representative, Acquiror’s good faith proposed calculation of each of (A) the Closing Net Working Capital (as well as the resulting Closing Net Working Capital Surplus (if any) or Closing Net Working Capital Shortfall (if any), as the case may be), (B) the Closing Transaction Expenses, (C) the Closing Cash and (D) the Closing Debt, and, in each case, including (x) reasonably detailed calculations of the components thereof and in a manner consistent with the definitions thereof and (y) a description in reasonable detail of Acquiror’s differences with the Company’s Estimated Closing Statement. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”. Acquiror agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Agreed Principles and the other terms and definitions in this Agreement.

(ii) If Seller Representative does not give written notice of any dispute with the Proposed Closing Date Calculations or the Earn-Out Statement (each, a “Purchase Price Dispute Notice”) to Acquiror within thirty (30) days of receipt thereof, as applicable, the parties hereto agree that the Proposed Closing Date Calculations, including the calculations of the Final Net Working Capital, the Final Transaction Expenses, the Final Closing Cash, and the Final Closing Debt set forth therein, shall be deemed final and biding, in each case, for all purposes hereunder (including the determination of the Actual Adjustment) and that the Earn-Out Statement, including the Earn-Out Payment set forth therein, shall be deemed to be final and biding for all purposes hereunder. A Purchase Price Dispute Notice must set forth, in reasonable detail, the Seller Representative’s objections to the Proposed Closing Date Calculations or the Earn-Out Statement, as applicable, indicating the items and amounts in dispute and the good faith alternative calculations for such disputed items, and all other items and amounts not so disputed shall be deemed final and binding on the parties for all purposes herein and may not thereafter be disputed. If the Seller Representative gives a Purchase Price Dispute Notice to Acquiror within such thirty (30)-day period, Acquiror and the Seller Representative shall use commercially reasonable efforts to resolve such disputed items during the thirty (30)-day period commencing on the date Acquiror receives the applicable Purchase Price Dispute Notice from the Seller Representative and all such discussions related thereto shall (unless otherwise agreed by Acquiror and the Seller Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If the Seller Representative and Acquiror do not agree upon a final resolution with respect to any disputed items within such thirty (30)-day period, then such remaining items in dispute shall be submitted promptly to the Valuation Firm. Each of Acquiror and the Seller Representative shall, concurrently with the delivery of any work papers, documents, information or material to the Valuation Firm, deliver a copy of such items to the other party. The Valuation Firm shall be required to render a determination of each disputed item that Acquiror and the Seller Representative were unable to resolve within forty-five (45) days after referral of such disputed items to the Valuation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination made by the Valuation Firm with respect to the disputed items shall not exceed or be less than the amounts proposed by the Seller Representative and Acquiror, as the case may be, and shall be based on the Agreed Principles and the terms and conditions of this Agreement, and not by independent review. The Valuation Firm is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Proposed Closing Date Calculations, the Earn-Out Statement or the Purchase Price Dispute Notice, as applicable, other than those matters that were properly submitted for resolution to the Valuation Firm in the Purchase Price Dispute Notice, (B) any determination as to whether the Company Financial Statements were prepared in accordance

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with the Agreed Principles, (C) any determination as to the accuracy of the representations and warranties set forth in this Agreement, or (D) any determination as to compliance by any party with any of their respective covenants in this Agreement (other than those set forth in this Section 2.4(b)(ii)). The parties hereto acknowledge that processes in this Section 2.4 are not intended to permit the introduction of different judgments, accounting policies, principles, practices, techniques, categorizations, evaluation rules and procedures, methods and bases for the purpose of preparing the Proposed Closing Date Calculations or determining Closing Cash, Closing Transaction Expenses, Company Net Working Capital or the Closing Debt other than those reflected in the Agreed Principles, and the Valuation Firm shall make its determinations accordingly. The scope of the disputes to be resolved by the Valuation Firm shall be limited to (x) fixing mathematical errors, (y) determining whether the items in dispute were determined in accordance with the Agreed Principles and the terms of this Agreement and (z) determining whether the parties hereto have complied with their obligations under this Section 2.4, and no other matters. The terms of appointment and engagement of the Valuation Firm shall be as agreed upon between the Seller Representative and Acquiror, and any associated engagement fees shall be borne pro rata as between the Sellers, on the one hand, and Acquiror, on the other hand, in proportion to the final allocation made by the Valuation Firm of the disputed items weighted in relation to the claims made by the Sellers and Acquiror, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. The determination of the Valuation Firm shall be conclusive and binding for all purposes of this Agreement, absent manifest error or fraud. Acquiror shall revise the Proposed Closing Date Calculations and/or the Earn-Out Statement as appropriate to reflect the resolution of any disputed items thereto pursuant to this Section 2.4(b), and, as revised, such Proposed Closing Date Calculations and/or the Earn-Out Statement, as applicable, shall be deemed to be final for all purposes hereunder. The Seller Representative shall promptly revise the Payment Schedule to reflect the final determination of such amounts.

(iii) The Sellers, the Seller Guarantors and Acquiror shall, and Acquiror shall cause the Company to, upon reasonable advance notice, make its respective financial records and personnel involved in the preparation thereof available to the Sellers, the Seller Guarantors, Acquiror, the Seller Representative or the Valuation Firm, as applicable, and their respective Representatives as reasonably requested and at normal business hours during the review by the Sellers, the Seller Guarantors, Acquiror, the Seller Representative or the Valuation Firm, as applicable, of, and the resolution of any disputed items with respect to, the Proposed Closing Date Calculations and/or the Earn-Out Statement; provided, that such access shall be in a manner that does not interfere with the normal business operations of the Sellers, the Seller Guarantors, Acquiror or the Company.

(iv) The parties hereto agree that the procedures set forth in this Section 2.4(b) for resolving disputes with respect to the Proposed Closing Date Calculations and the Earn-Out Statement shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Acquiror or the Seller Representative from instituting litigation to enforce any final determination of the Total Stock Purchase Consideration or the Earn-Out Payment by the Valuation Firm pursuant to Section 2.4(b)(ii), or to compel any party to this Agreement to submit any dispute arising in connection with this Section 2.4 to the Valuation Firm pursuant to and in accordance with the terms and conditions of this Section 2.4, in any court or other tribunal of competent jurisdiction in accordance with Section 13.1. The substance of the Valuation Firm’s determination shall not be subject to review or appeal, absent a showing of fraud or manifest error. It is the intent of the parties hereto to have any final determination of the Total Stock Purchase Consideration or the Earn-Out Payment by the Valuation Firm proceed in an expeditious manner; provided, however, any deadline or time period contained herein may be extended or modified by the written agreement of Acquiror and the Seller Representative and the parties hereto agree that

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the failure of the Valuation Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Valuation Firm which otherwise conforms to the terms of this Section 2.4(b). The process described in this Section 2.4(b) (and in Section 2.5 with respect to the Earn-Out Payment) shall be the exclusive remedy of Acquiror, the Company, and the Seller Representative for disputes related to the Payment Schedule, the Proposed Closing Date Calculations, the Earn-Out Statement and any Purchase Price Dispute Notice.

(c) Adjustment to Estimated Purchase Consideration. Within five (5) Business Days after the final determination pursuant to Section 2.4(b) of the Final Closing Cash, the Final Closing Debt, the Final Transaction Expenses, the Final Net Working Capital, and the resulting Total Stock Purchase Consideration, the following payments shall be made, as applicable:

(i) If the Actual Adjustment is a positive amount, Acquiror shall pay, or cause to be paid, to NewCo, an amount equal to the Actual Adjustment, by wire transfer or delivery of immediately available funds. If the Actual Adjustment is zero or a positive amount, then Acquiror and the Seller Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the entire Adjustment Escrow Amount to NewCo.

(ii) If the Actual Adjustment is a negative amount, then Acquiror and the Seller Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to concurrently deliver, by wire transfer or delivery of immediately available funds, (x) to Acquiror or its designee(s) the absolute value of the Actual Adjustment (the “Shortfall”) and (y) to NewCo any amounts then remaining from the Adjustment Escrow Amount after payment of the Shortfall to Acquiror or its designee(s). To the extent the amount of the Shortfall exceeds the Adjustment Escrow Amount (the “Deficiency”), such Deficiency shall be paid directly to Acquiror or its designee(s) from NewCo.

(iii) To the extent permitted by applicable Law, all payments made pursuant to this Section 2.4(c) shall be treated by all parties hereto for Tax purposes as adjustments to the Total Stock Purchase Consideration.

2.5 Earn-Out Payment.

(a) Earn-Out Period. If, during the period starting on September 1, 2021 and ending on December 31, 2023 (the “Earn-Out Period”), Earn-Out Net Sales are equal to or greater than the Earn-Out Threshold, then Acquiror shall pay, or cause to be paid, to the individuals set forth on Schedule 2.5(a) (each a “Earn-Out Recipient” and collectively, the “Earn-Out Recipients”), in accordance with and in the respective amounts set forth on Schedule 2.5(a), an amount for the Earn-Out Period calculated in accordance with Section 2.5(b) (the “Earn-Out Payment”). The Earn-Out Payment shall be payable in accordance with Section 2.5(c) and in no event shall exceed $25,000,000.

(b) Earn-Out Payment.

(i) If Earn-Out Net Sales during the Earn-Out Period are less than $319,700,000 (the “Earn-Out Threshold”), then the Earn-Out Payment shall be zero dollars ($0);

(ii) If Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Threshold but less than $426,300,000 (the “Earn-Out Target”), then the Earn-Out Payment shall be an amount equal to the product of: (1) $25,000,000 multiplied by (2) a fraction (x) the numerator of which shall be an amount equal to (i) Earn-Out Net Sales during the Earn-Out Period minus (ii) the Earn-Out Threshold and (y) the denominator of which shall be an amount equal to (1) the Earn-Out Target minus (2) the Earn-Out Threshold; and

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(iii) If Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Target, then the Earn-Out Payment shall be $25,000,000.

(c) Determination of Earn-Out Payment. Acquiror shall prepare and deliver (or cause to be prepared and delivered) to the Seller Representative, not later than sixty (60) days following the end of the Earn-Out Period, a statement setting forth Acquiror’s good faith determination as to whether Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Threshold, and the amount of the Earn-Out Payment payable hereunder, including if the amount of such payment is zero dollars ($0), together with all supporting calculations and reasonable detail related thereto (the “Earn-Out Statement”). The Seller Representative may deliver a Purchase Price Dispute Notice, including with respect to the Earn-Out Payment set forth therein, to Acquiror within thirty (30) days of receipt of the Earn-Out Statement thereof in accordance with Section 2.4(b), and the dispute resolutions provided in Section 2.4(b) shall apply until the amount of the Earn-Out Payment is finally determined as provided therein. The Earn-Out Payment shall be made by Acquiror to the Company, for payment to the Earn-Out Recipients for payment through the Company payroll (subject to Section 2.6), in accordance with Schedule 2.5(a) and in the respective amounts set forth in writing by the Seller Representative, with such calculations by the Seller Representative to be provided to Acquiror on the date that is the earlier of (i) thirty (30) calendar days following the final determination of the amount of the Earn-Out Payment in accordance with Section 2.4(b) and (ii) June 7, 2024. Such payment shall be made by Acquiror as soon as reasonably practicable following the Seller Representative’s delivery of the final determination of the amount of the Earn-Out Payments, which such payment shall be made no later than June 15, 2024.

(d) Business Discretion. Acquiror shall have sole discretion with regard to operation of the business of the Company from and after the Closing; provided, however, that following the Closing and during the Earn-Out Period, Acquiror hereby covenants and agrees (i) to not take (or omit to take), and to cause its applicable Affiliates (including the Company) not to take (or omit to take), any action with the primary intent of frustrating the achievement of the Earn-Out Target or the Earn-Out Threshold and (ii) to work in good faith business judgment to support and use commercially reasonable efforts to assist the Company and its management to achieve the both the Earn-Out Target and the Earn-Out Threshold.

(e) Tax Treatment. The parties shall treat each Earn-Out Payment as compensation payable through the Company’s payroll system and subject to applicable withholding Taxes.

(f) Termination of Earn-Out Payment. If, during the Earn-Out Period, any of the following occurs: (i) any Earn-Out Recipient leaves the Company without Good Reason; or (ii) any Earn-Out Recipient is terminated by Acquiror or the Company for Cause, then the portion of the Earn-Out Payment payable to such Earn-Out Recipient pursuant to Schedule 2.5(a) shall be reallocated to the Earn-Out Recipients that are still employed by Acquiror or any of its Affiliates at the time the Earn-Out Payment is paid pursuant to Section 2.5(c) as mutually agreed by the Seller Representative and Acquiror, which agreement shall not be unreasonably conditioned, delayed or withheld.

2.6 Withholding. Notwithstanding anything in this Agreement to the contrary, Acquiror, its Affiliates, and the Company shall be entitled to withhold and deduct from any amount otherwise payable in connection with this Agreement such amounts as any such Person is required to deduct and withhold with respect to the making of such payment under the Code or other applicable Law; provided that, other than with respect to (a) amounts treated as compensation to current or former employees of the Company for Tax purposes, including any Earn-Out Payments payable pursuant to Section 2.5, or (b) a failure to deliver the documentation set forth in Section 2.3(a)(vii) to Acquiror, Acquiror, its Affiliates, and the

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Company (as applicable) shall use commercially reasonable efforts to notify the Seller Representative of any amounts expected to be deducted and withheld at least three (3) Business Days prior to the relevant payment date and the basis for such deduction and withholding. The parties hereto shall reasonably cooperate to reduce or eliminate any deductions and withholdings to the extent permissible under applicable Law. To the extent that amounts are so deducted and withheld and timely paid over to the applicable Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth on the Company Disclosure Letter as described and defined in Section 6.9 hereof, the Company represents and warrants to Acquiror, as of the Agreement Date and as of the Closing (unless the representation and warranty is specifically and expressly limited only to the Agreement Date or another specified date), as follows:

3.1 Organization and Good Standing. As of the Agreement Date, the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Immediately following the consummation of the transactions contemplated by the Restructuring and as of the Closing Date, the Company shall be a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. The Company has all requisite organizational power and authority to own, operate and lease its properties and to carry on the Company Business. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to be material to the Company; without limiting the foregoing, the Company is so qualified or licensed and in good standing in each jurisdiction listed on Schedule 3.1 of the Company Disclosure Letter. Other than “Foresight Sports, Inc.” and “Foresight Sports”, the Company has not conducted any business under any trade name, fictitious names, assumed names or “doing business as” names. The Company has previously made available to Acquiror a complete and correct copy of (i) the Company’s Articles of Incorporation and Bylaws, as amended and as in effect as of the Agreement Date, and which shall remain in full force as of the Agreement Date, and (ii) the Company’s Articles of Organization and Limited Liability Company Agreement, as amended and as in effect as of the Closing Date, which shall not have been further amended or modified and shall remain in full force as of the Closing Date (such organizational documents, collectively, the “Company Charter Documents”). The Company is not in violation of the Company Charter Documents.

3.2 Company Subsidiaries. The Company does not have any Company Subsidiary or any equity or ownership interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person. The Company is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any other Person.

3.3 Power, Authorization and Validity.

(a) Power and Authority. The Company has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Company Ancillary Agreements and to consummate the Stock Purchase.

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(b) Board and Shareholder Approval. The Stock Purchase and the execution, delivery and performance by the Company of this Agreement, each of the Company Ancillary Agreements and all other agreements, transactions and actions contemplated hereby or thereby, have been duly and validly approved and authorized by the Board of Directors of the Company and the Company Shareholders.

(c) Enforceability. This Agreement has been, and on the Closing Date the Company Ancillary Agreements will have been, duly executed and delivered by the Company. This Agreement and each of the Company Ancillary Agreements are, or when executed by the Company shall be, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies (the “Equitable Exceptions”).

3.4 Capitalization of the Company.

(a) Outstanding Company Stock. As of the Agreement Date, the authorized capital stock of the Company consists of 1,000,000 shares of Company Stock, all of which are issued and outstanding. As of the Agreement Date, all issued and outstanding shares of Company Stock are held by the Sellers, in the respective number and amounts set forth opposite their name on Schedule 3.4(a) of the Company Disclosure Letter, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). Immediately following the consummation of the transactions contemplated by the Restructuring and as of the Closing Date, 100% of the issued and outstanding Company Stock shall be held by NewCo, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). All issued and outstanding Company Stock have been duly authorized and validly issued, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of applicable Law. There is no Liability for dividends or distributions to Company Shareholders accrued and unpaid by the Company. Other than the Company Stock, there are no other Equity Interests of the Company issued or outstanding, or that are required to be issued in connection with the Closing.

(b) No Other Rights. There are no equity appreciation rights, options, warrants, calls, commitments, conversion privileges or preemptive or other rights issued by the Company outstanding to purchase or otherwise acquire any or obligating any Seller, any Seller Guarantor, NewCo or the Company to issue or sell any Company Stock or any securities or debt convertible into or exchangeable for Company Stock or other Equity Interests of the Company or obligating the Company to grant, extend or enter into any such option, warrant, call, commitment, conversion privilege or preemptive or other right issued by the Company. The Company Charter Documents do not provide, and none of the Sellers, the Seller Guarantors, NewCo or the Company is a party to or otherwise bound by any Contract providing, registration rights, rights of first refusal, preemptive rights, co-sale rights or other similar rights or other restrictions applicable to any outstanding securities of the Company. None of the Sellers, the Seller Guarantors, NewCo or the Company is a party to any Contract regarding the voting of any outstanding securities of the Company, other than pursuant to the Restructuring. The Company Stock was not issued in violation of any agreement, arrangement or commitment, voting trusts, stockholder agreements, proxies or other agreements to which any Seller, any Seller Guarantor, NewCo or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person.

(c) The Company does not have outstanding or authorized any stock appreciation, restricted stock unit, restricted stock, phantom stock, profit participation or similar rights or any other equity or equity-based compensation rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Company Stock.

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(d) The register of the owners of Equity Interests and all transfer records related thereto, and all other records related to the current and prior owners of Equity Interests of the Company are complete and correct and have been maintained in accordance with all applicable Laws.

(e) Upon the Closing, the Estimated Closing Statement will set forth a true and correct amounts allocable to the Sellers, as a result of their indirect interest in the Company, pursuant to this Agreement. Upon the Closing, the allocation of payments set forth on the Estimated Closing Statement shall have been calculated in accordance with and are in compliance with the terms of the organizational documents of the Company Charter Documents.

3.5 No Conflict. Neither the execution, performance and delivery of this Agreement or any of the Company Ancillary Agreements by the Company, nor the consummation of the Stock Purchase or any other transaction contemplated hereby or thereby, does or will (whether with notice, lapse of time or both) (a) conflict with, or constitute a breach or default under any provision of the Company Charter Documents; (b) violate in any material respect any Order applicable to the Company or any Law applicable to the Company or any of its assets or properties; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an Occurrence that would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Company Material Contract or any material Governmental Permit affecting the properties, assets or the Company; or (d) result in the creation or imposition of any material Encumbrance, other than Permitted Encumbrances, on any properties or assets of the Company.

3.6 No Consents. No consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by the Company to enable the Company to lawfully execute and deliver, enter into, and perform its obligations under this Agreement and each of the Company Ancillary Agreements or to consummate the Stock Purchase, except for such filings and notifications as may be required to be made by the Company in connection with the Stock Purchase under applicable Antitrust Laws and the expiration or early termination of applicable waiting periods under the HSR Act and any applicable Antitrust Laws.

3.7 Litigation. Except as set forth on Schedule 3.7 of the Company Disclosure Letter, since the Lookback Date there have been no Actions, and there is no Action pending, against the Company (or against any Representative of the Company in their capacity as such) before any Governmental Authority, arbitrator or mediator. To the Knowledge of the Company, no such Action been threatened in writing against the Company. There is no Order outstanding against the Company or any of its assets or properties (or against any Representative of the Company in their capacity as such). The Company does not have any Action currently pending or threatened in writing against any Governmental Authority or other Person, and the Company has no plans to initiate any Action.

3.8 Taxes. Except as set forth on Schedule 3.8 of the Company Disclosure Letter:

(a) The Company has timely filed all income and other material Tax Returns (taking into account all applicable extensions) required to be filed by it on or before the Closing Date. All such Tax Returns are true, correct and complete in all material respects. The Company has fully and timely paid and discharged all Taxes required to be paid by it (whether or not shown on any Tax Returns), other than Taxes which individually or in the aggregate are not reasonably expected to be material. The Company has, in all material respects, withheld, collected and paid over to the appropriate Governmental Authorities all Taxes required to be withheld or collected from amounts paid or owing to any employee, equityholders, creditor,

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holder of securities or other third party, and has complied in material respects with all information reporting (including IRS Form 1099) and backup withholding requirements, including maintenance of required records with respect thereto. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return, other than extensions obtained in the ordinary course of business.

(b) The liability of the Company for unpaid Taxes, whether to any Governmental Authority or to another Person (such as under a Tax Sharing Agreement), (i) did not, as of the Balance Sheet Date, exceed the reserve for Tax Liability (excluding reserves for deferred Tax assets or deferred Tax Liabilities) set forth on the face of the Company Balance Sheet and (ii) does not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing Tax Returns.

(c) Since the Balance Sheet Date, the Company has not incurred any Liability for Taxes other than in the ordinary course of business, made or rescinded any material Tax election, changed any annual accounting period, adopted or changed any method of accounting or policy or reversed any accruals (except as required by a change in Law or U.S. GAAP), filed any amended Tax Returns, entered into any Tax Sharing Agreement, signed or entered into any closing agreement or settlement agreement, settled or compromised any claim or assessment of Tax Liability in excess of $50,000, surrendered any right to claim a refund, offset or other reduction in liability, consented to any extension or waiver of the limitations period applicable to any claim or assessment, in each case with respect to Taxes.

(d) The Company is not and has never been a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar group defined under a similar provision of state, local, or foreign Law) filing a consolidated income Tax Return, nor does the Company have any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 or any analogous or similar provision of Law, by Contract, as a transferee or successor, or otherwise.

(e) The Company has not been subject to any audit by any Tax Authority for Taxes, and there is no dispute or claim concerning any Tax Liability of any of the Company threatened, claimed or raised by any Tax Authority, in each case, in writing, or for which the Company has Knowledge.

(f) The Company is not a party to or bound by any Tax Sharing Agreement with any Person, and the Company does not have any current or potential contractual liability or obligation to indemnify any other Person with respect to Taxes pursuant to any such Tax Sharing Agreement or otherwise.

(g) No written claim has ever been made by a Tax Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by such jurisdiction.

(h) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which waiver or agreement is still in effect.

(i) There are no Encumbrances for Taxes (other than Permitted Encumbrances) upon any of the assets of the Company.

(j) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to

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the Closing Date; (iii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law); (iv) deferred intercompany gain or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign law); (v) installment sale made prior to the Closing Date; (vi) prepaid amount received on or prior to the Closing Date or (vii) election or method of accounting that defers the recognition of income to any period ending after the Closing Date.

(k) The Company is not and has never been a party to any (i) “listed transaction”, as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations, (ii) “transaction of interest”, as defined in Section 1.6011-4(b)(6) of the Treasury Regulations, (iii) transaction that is “substantially similar” (within the meaning of Section 1.6011-4(c)(4) of the Treasury Regulations) to a “listed transaction” or “transaction of interest”, or (iv) other transaction that required or will require the filing of an IRS Form 8886.

(l) The Company does not have, and has never had, a taxable presence or permanent establishment in any jurisdiction other than jurisdictions for which Tax Returns have been duly filed and Taxes have been duly and timely paid.

(m) The Company is not a party to any joint venture, partnership, other arrangement or Contract which may reasonably be expected to be treated as a partnership for U.S. federal (or applicable state and local) income Tax purposes.

(n) There are no closing agreements, ruling requests, requests pursuant to Revenue Procedures (subject to the Rev. Proc. 2004-35 Filing), subpoenas, written requests for information or similar arrangements with any Governmental Authority with respect to the determination of the Tax Liability of the Company that would have continuing effect on periods (or portions thereof) ending after the Closing Date.

(o) Each Seller who was (i) married, and (ii) resident of California (or another community property state), in each case, as of January 10, 2009, and each such Seller’s spouse as of such date, has properly signed and submitted the Rev. Proc. 2004-35 Filing and has obtained and has in his or her possession a United States Postal Service certified mail receipt showing proof of filing with respect to the Rev. Proc. 2004-35 Filing.

(p) The Company has properly (i) collected and remitted sales, use, valued added, goods and services, and similar Taxes with respect to sales or leases made or services provided to its customers and (ii) for all sales, leases or provision of services that are exempt from sales, use, valued added, goods and services, and similar Taxes and that were made without charging or remitting sales, use, valued added, goods and services, or similar Taxes, received and retained any appropriate Tax exemption certificates and other documentation qualifying such sale, lease or provision of services as exempt.

(q) There is no Liability or claim against the Company pursuant to unclaimed property, escheat, or similar Laws.

(r) No power of attorney has been given by or is binding upon the Company with respect to Taxes or Tax Returns for any period for which the statute of limitations (including any waivers or extensions thereof) has not yet expired.

(s) The Company has not deferred any obligation to pay Taxes pursuant to Section 2302 of the CARES Act or any other similar Law, executive order or Presidential Memorandum (including the Presidential Memorandum described in IRS Notice 2020-65) enacted in connection with COVID-19.

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(t) Prior to the commencement of the Restructuring, the Company has had (and will have) in effect at all times since January 10, 2009 a valid election under Section 1362(a) of the Code (and applicable provisions of state and local Law) to be treated as an S corporation within the meaning of Section 1361 of the Code (and applicable provisions of state and local Law), and each such election under Section 1362(a) of the Code (and applicable provisions of state and local Law) will be in effect as of the commencement of the Restructuring. NewCo was formed solely to effectuate the Restructuring and has not otherwise engaged in any activity or business operations. As of the date of the Restructuring, NewCo is an S corporation within the meaning of Section 1361 of the Code (and applicable provisions of state and local Law). None of the Company, NewCo or any Seller has taken or omitted to take any action, or knows of any fact or circumstance, which action, omission, fact or circumstance could reasonably be expected to result in the termination of the Company’s or NewCo’s election under Section 1362(a) (and applicable provisions of state and local Law) to be treated as an S Corporation within the meaning of Section 1361 of the Code (and applicable provisions of state and local Law).

(u) The Company has not, in the past five (5) years, (i) acquired assets from another corporation in a transaction in which the transferee’s Tax basis for the acquired assets was determined in whole or in part by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor, or (ii) acquired the stock of any corporation which is a qualified subchapter S subsidiary (within the meaning of Section 1361(b)(3)(B)).

(v) Each Company Shareholder on each of January 9, 2009 and January 10, 2009 was an individual who is a citizen of the United States (within the meaning of Section 7701(a)(30) of the Code).

(w) Each of the Sellers is a “permitted shareholder” under Section 1361(c)(2)(A)(i) of the Code.

(x) The Company has no liability under Section 1375 of the Code (or corresponding provisions of state or local Law).

3.9 Company Financial Statements and Controls.

(a) Schedule 3.9(a) of the Company Disclosure Letter sets forth a copy of the Company Financial Statements. The Company Financial Statements: (a) fairly present in all material respects the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which are expected to be material, in the aggregate); (b) have been prepared in accordance with U.S. GAAP applied on a basis consistent with prior periods (except that the unaudited financial statements do not have notes thereto); and (c) are based on the books and records of the Company, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company has no Liability of any kind, except for those (1) reflected on the Company Balance Sheet, (2) that were incurred after the Balance Sheet Date in the ordinary course of the Company Business consistent with its past practices (none of which are material, individually or in the aggregate, or relate to breach of Contract, breach of warranty, tort, infringement, violation of Law, Order or Governmental Permit, or any Action) and (3) for Transaction Expenses. All reserves established by the Company that are set forth in or reflected in the Company Balance Sheet have been established in accordance with U.S. GAAP. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in the FASB ASC Topic 450) that are not adequately provided for in the Company Balance Sheet as required by FASB ASC Topic 450.

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(b) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP. The Company has no significant deficiencies or material weaknesses in the design or operation of Company’s internal controls which would materially adversely affect the Company’s ability to record, process, summarize and report financial data. The Company has not received any material written complaint or allegation regarding deficient accounting practices, procedures or methods of the Company or its internal accounting controls.

(c) Schedule 3.9(c) of the Company Disclosure Letter contains a true, correct and complete list of all Debt for borrowed money of the Company.

3.10 Title to Assets; Sufficiency.

(a) Except as set forth on Schedule 3.10(a) of the Company Disclosure Letter, the Company has good and marketable title or sufficient right to use, free and clear of all Encumbrances (other than Permitted Encumbrances and other than restrictions on transfers arising under the Securities Act and applicable state securities Laws), to all of its assets and properties used in the operation of its business (including those shown on the Company Balance Sheet and all of the assets purchased or otherwise acquired by the Company since the Balance Sheet Date (except in each case for assets and properties disposed of since the Balance Sheet Date in the ordinary course of business)).

(b) The buildings, plants, structures, furniture, fixtures, machinery, building systems (and all components thereof), equipment, vehicles and other items of tangible personal property used by the Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

(c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Letter, immediately following the Stock Purchase, the Company will own or have the right to use all assets (whether tangible, intangible or mixed) reasonably necessary for the continued conduct of the Company’s business after the Closing in the same manner as conducted immediately prior to the Closing (except in each case for any assets disposed of in the ordinary course of business). All such assets are in good and usable condition, ordinary wear and tear excepted, and constitute all of those assets necessary to conduct the Company’s business as presently conducted (except in each case for any assets disposed of in the ordinary course of business).

3.11 Absence of Certain Changes. Except as set forth on Schedule 3.10(c) of the Company Disclosure Letter, since the Balance Sheet Date, (x) the Company has conducted its business in the ordinary course of business consistent with past practice (other than with respect to the sale process in connection with the Stock Purchase), and (y) there has not been with respect to the Company any:

(a) Material Adverse Effect;

(b) damage, destruction or loss of any material property or material asset, whether or not covered by insurance;

(c) (i) amendment or change in the Company Charter Documents or (ii) adoption of a plan of complete or partial liquidation, dissolution, merger, or consolidation;

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(d) (i) declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, its Equity Interests, or any split, combination or recapitalization of its Equity Interests or any redemption or purchase of any of its Equity Interests or any change in any rights, preferences or privileges of any of its outstanding capital stock or (ii) issuance, grant, contract for, sale, transfer, disposition of or encumbrance of the Equity Interests of the Company;

(e) incurrence, creation or assumption of (i) any Encumbrance on any of its assets or properties (other than Permitted Encumbrances), (ii) any Liability for any Debt for borrowed moneys or (iii) any Liability as a guarantor or surety with respect to the obligations of others;

(f) (i) increase in the compensation or benefits payable or to become payable to any of its officers, directors or independent contractors or any Company Employee with salaries that exceed $125,000, (ii) granting of any bonuses in the ordinary course of business that exceed $50,000 in the aggregate for any single officer, director or independent contractor or Company Employee or (iii) granting of any signing bonuses that exceed $50,000 or salaries that exceed $125,000;

(g) (i) granting, accelerating the timing or vesting of, or announcing any new incentive awards, equity or equity-based compensation, bonus or similar compensation to any Relevant Service Provider, (ii) establishment of or increase or promise to increase any benefits under any Company Benefit Arrangement, (iii) adoption, amendment or termination of any Company Benefit Arrangement or employment agreement for an employee whose base salary is at least $150,000, (iv) hiring or engagement of any individual on a full-time, part-time, consulting, independent contractor, or other basis, except for any employee with an annualized base salary or equivalent compensation not in excess of $125,000, (v) implementation of any substantial or significant employee layoffs or (vi) granting any additional rights to severance, termination, change in control, retention or similar compensation or benefits to any Relevant Service Provider;

(h) entry into of any Contract with any Related Party;

(i) making by it of any new loans or extension of existing loans to any officers, directors or Company Employees (other than routine expense advances to Company Employees consistent with past practice);

(j) entering into, adoption, amendment, or termination of any collective bargaining agreement, works council agreement, trade union agreement, employee representation agreement, or similar agreement or arrangement;

(k) entering into, material amendment or termination of any Insurance Policy;

(l) merger or consolidation with, or purchase of substantially all of the assets of, or other acquisition of, any business of any Person;

(m) abandonment, permitting to lapse or expire (other than expiration of registered Intellectual Property in accordance with its maximum statutory term) or other disposition of any Owned Intellectual Property;

(n) permitting to lapse or expire of any Governmental Permit;

(o) sale, license, assignment or other disposition or transfer of any of its assets or properties having a value in excess of $100,000, other than the sale or nonexclusive licenses associated with the sale of its products or services in the ordinary course of business and any other Standard IP Agreement;

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(p) making or committing to make any capital expenditures in excess of $250,000;

(q) (i) change or modification in any material manner to the existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, including (ii) any deferral of the payment of any accounts payable (other than in the ordinary course of business, consistent with past practices), (iii) any discount, accommodation or other concession made (other than in the ordinary course of business, consistent with past practices) in order to accelerate or induce the collection of any receivable and (iv) failure to pay payables when due or delay in payment of payables compared to past practices (including continuation of past practices with respect to the early payment of payables to obtain the benefit of any payment discounts);

(r) except as required by U.S. GAAP, change in accounting (including Tax accounting) methods, principles or practices or any revaluation of any of its assets;

(s) entry into any Contract that would be required to be disclosed as an off-balance sheet arrangement under U.S. GAAP;

(t) waiver of any material claims or rights of material value of the Company or entry into any compromise, settlement or release with respect to any Action affecting the Company, other than any settlement or release involving less than $500,000 that contemplates only the payment of money without admission of wrongdoing or misconduct, without ongoing limits on the ownership, conduct or operation of the Company’s business and resulting in a full and absolute release of the claims giving rise to such Action;

(u) entry into any material new line of business or discontinuation of any material line of business; or

(v) entry into any Contract in writing to do any of the things described in the preceding clauses of this Section 3.11 (other than negotiations and agreements with Acquiror and its Representatives regarding the transactions contemplated by this Agreement).

3.12 Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedule 3.12 of the Company Disclosure Letter sets forth, by applicable subsection, a correct and complete a list as of the Agreement Date of each of the following Contracts to which the Company is a party, or by which the Company is bound (such Contracts, whether or not listed on Schedule 3.12 of the Company Disclosure Letter, and together with the Material IP Licenses, hereinafter referred to each a “Company Material Contract”):

(a) any Contract that has provided for payments in an aggregate amount of $250,000 or more since January 1, 2018 either (i) by the Company to any third party or (ii) by any third party to the Company (other than (A) a Company Benefit Arrangement or (B) Existing Employment Agreements);

(b) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract evidencing Debt for borrowed money of the Company or for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or that evidences any Encumbrance (other than a Permitted Encumbrance) on the Company’s assets or properties, or that evidences a leasing transaction of a type required to be capitalized in accordance with U.S. GAAP;

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(c) any lease, sublease, occupancy or co-location agreement or other Contract under which it is lessee or sublessee of any items of tangible personal property owned by any third party, that involves payments by it in an aggregate amount of $100,000 or more over the life of the Contract;

(d) any joint venture, tax sharing, partnership or similar Contract that has involved a sharing of revenues, profits, cash flows, expenses, Liabilities or losses with any other party;

(e) any Contract providing for indemnification of any officer, director or employee;

(f) any Contract of guarantee, assumption or endorsement (but not indemnification) of the Liabilities or debts of any other Person;

(g) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any of its Equity Interests;

(h) any Contract for or relating to (i) the employment by it of any individual director, officer or employee of the Company whose base salary is at least $150,000 that is not terminable by the Company on 30 days’ or less notice without further cost or other liability (other than under applicable Law) or (ii) the termination of services of any director, officer or employee of the Company whose base salary is at least $150,000 (including any separation, release or similar Contract), which provides for outstanding payments (other than for accrued wages for services performed or payments required under applicable Law) by the Company, in cash or otherwise (collectively, the “Existing Employment Agreements”);

(i) any Contract providing for severance, retention or change of control benefits to an employee whose base salary is at least $150,000;

(j) any Contract entered into pursuant to which it has (i) acquired a material business or entity, or substantially all the assets of a material business or entity or (ii) disposed of any material assets or properties, in each case whether by way of merger, consolidation, purchase of Equity Interests, purchase of assets, license or otherwise, and, in each case, pursuant to which the Company has any outstanding obligation; provided, that the foregoing shall not apply to non-disclosure agreements entered into in connection therewith;

(k) any active Contract with a Governmental Authority;

(l) all Contracts that contain or provide for “most favored nations”, exclusivity, rights of first refusal, rights of first offer or similar terms or otherwise materially restrict the right of the Company or any of its Affiliates to (i) engage in any line of business or geographic region with any Person, (ii) solicit any customers, suppliers, employees or contractors of any other Person, or (iii) compete with any Person;

(m) all Contracts with Material Customers;

(n) all Contracts with Material Suppliers;

(o) each form of Contract used by the Company as a standard form in the ordinary course of business;

(p) outstanding powers-of-attorney granted by the Company for any purpose whatsoever;

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(q) all Contracts related to capital projects and capital expenditures in excess of $250,000 individually or $500,000 in the aggregate;

(r) all Contracts with advertising or promotion agencies;

(s) all Contracts regarding the distribution of prizes to contestants in games of chance or skill;

(t) all Contracts regarding sponsorship, co-sponsorship; procurement of talent, endorsement, spokespersons, or similar third-party promotional agreements;

(u) all Contracts related to cause-relating marketing, including commercial co-venture agreements that are related to cause-related marketing; and

(v) each other Contract, to the extent not contemplated by Sections 3.12(a) through 3.12(u) above, to which the Company is a party or by which it or its assets are otherwise bound which is reasonably likely to involve the payment to or by the Company of more than $250,000 in the aggregate.

3.13 No Default; No Restrictions.

(a) The Company has made available to Acquiror true and complete copies of each Company Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder). The Company has performed all of the material obligations required to be performed by it and is entitled to all material benefits under each Company Material Contract. Each of the Company Material Contracts (x) is in full force and effect, enforceable against the Company, and, to the Knowledge of the Company, the other parties thereto, in accordance with the terms thereof and (y) is a legal and binding obligation of the Company and, to the Knowledge of the Company, the other relevant parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto, has provided or received any notice of any intention to terminate any Company Material Contract. There exists no default or event of default or Occurrence, with respect to the Company or, to the Knowledge of the Company, with respect to any other contracting party, which, with the giving of notice or the lapse of time or both, may give rise to, serve as a basis for, would constitute or would reasonably be expected to become a default or event of default under any Company Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any material benefit thereunder. The Company has not received any written notice regarding any alleged violation or breach of or default under any Company Material Contract.

(b) There is no Contract or Order binding upon the Company that has or would reasonably be expected to have, whether before or after consummation of the Stock Purchase, the effect of prohibiting or impairing any current business practice of the Company.

3.14 Intellectual Property.

(a) Schedule 3.14(a) of the Company Disclosure Letter sets forth:

(i) a complete and correct list of all (A) registered patents, pending patent applications, and planned applications (including invention disclosures), (B) all registered trademarks, tradenames, and service mark registrations and applications to register any trademarks (including trademarks comprising domain names) therefor, (C) material unregistered trademarks, tradenames, and service marks, (D) copyright registrations and applications therefore, and (E) Internet domain name registrations, in each case to the extent used by the Company or in connection with its business, in each case, that are owned or purported to be owned (wholly or partially) by the Company, (all of the foregoing, the “Registered Company IP” and together with all other Intellectual Property owned or purported to be owned by the Company, the “Owned Intellectual Property”);

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(ii) each license, sublicense, consent to use agreement, settlement, coexistence agreement, covenant not to sue, waiver, release, or other express grants of right to use which the Company has granted to any third party with respect to any Owned Intellectual Property (“IP Outbound Licenses”), excluding any Standard IP Agreements (collectively, the “Material IP Outbound Licenses”); and

(iii) each item of Intellectual Property that any third party owns and that the Company uses in connection with its business pursuant to a license, sublicense, agreement or permission (“IP Inbound Licenses”), excluding any Standard IP Agreements (collectively, the “Material IP Inbound Licenses”). The IP Inbound Licenses, together with the IP Outbound Licenses, are the “IP Licenses.” The Material IP Inbound Licenses, together with the Material IP Outbound Licenses, are the “Material IP Licenses.”

(b) Except as set forth on Schedule 3.14(b) of the Company Disclosure Letter:

(i) The Owned Intellectual Property and the Intellectual Property that is the subject of all the IP Inbound Licenses include all of the Intellectual Property used in or necessary for the conduct of the Company’s business as currently conducted, and there are no other items of Intellectual Property that are required to operate the Company’s business as currently conducted;

(ii) All Owned Intellectual Property is solely owned (both beneficially and with respect to registrations and applications, as the record owner) by the Company free and clear of all Encumbrances, other than Permitted Encumbrances, and all Owned Intellectual Property is subsisting, valid and enforceable (or in the case of applications for Registered Company IP therein are applied for);

(iii) All fees have been timely paid and all required communications and responses timely filed with regard to all Owned Intellectual Property subject to registration with or application to a Governmental Authority or other registrar, and the Company and its Representatives have complied with the duty of candor and disclosure, and have not made any material misrepresentations in connection with, the prosecution and maintenance of any patents and patent applications included in the Registered Company IP;

(iv) The Company owns, or has a valid right to use free and clear of all Encumbrances (other than Permitted Encumbrances), all Intellectual Property used or held for use by it, or necessary to conduct its business as currently conducted, including that which is necessary for the Company to design, develop, manufacture, license, market, distribute, maintain, repair, offer for sale, sell, or use the Company’s current products and services in the course of the Company Business;

(v) No grants, funding, facilities, or personnel of any Governmental Authority or university, research institution or similar entity was used to develop or create (in whole or in part) any Owned Intellectual Property;

(vi) Neither the validity, enforceability nor scope of, nor the Company’s title or other rights to, any Owned Intellectual Property, including any Intellectual Property licensed by the Company through the IP Inbound Licenses, is currently being, or has been, challenged in any Action or threatened to be challenged in any Action;

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(vii) Neither the validity, enforceability nor scope of, nor the title or other rights to any Intellectual Property created by or for the Company as “works made for hire”, or that is or was assigned to, the Company is, the subject of any current or former dispute or Action or is or was otherwise threatened to be challenged in any Action;

(viii) (A) There are no Actions pending or threatened against the Company, alleging that the Company or, in connection with the Company’s business, any Representative of the Company, is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any of the Intellectual Property rights of any third party Person; (B) there are no Actions pending or threatened by the Company, or by any Person on behalf of the Company, against any Person alleging infringement, misappropriation or other violation of any Owned Intellectual Property; (C) the operation or conduct of the Company’s business (including the use of any Intellectual Property), as currently conducted, and as has been conducted, has not infringed, misappropriated or otherwise violated any Intellectual Property rights of any Person, and there has been no Action asserted or threatened against the Company alleging the Company’s infringement, misappropriation, or violation of any Intellectual Property rights of another Person, (D) no Person has infringed or otherwise violated any Owned Intellectual Property; (E) no registered trademark or service mark owned by the Company is involved in any opposition, cancellation or equivalent Action, and no such Action has been threatened in writing; and (F) no patent or patent application owned by the Company is involved in any interference, reissue, reexamination or equivalent Action, or any other post-grant proceeding challenging the validity, enforceability or ownership of any patent or patent application owned by the Company.

(ix) The consummation of the transactions contemplated hereby will not result in the loss or impairment of the Company’s right to own or use any Owned Intellectual Property or Intellectual Property licensed under IP Inbound Licenses; and there are no third party consents or other permissions, with respect to any Owned Intellectual Property or IP Inbound Licenses, required for or as a result of the completion of the transactions contemplated hereby.

(c) All issued patents included in the Owned Intellectual Property have been duly filed or registered (as applicable) with the applicable Governmental Authority, and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, have not lapsed, expired or been abandoned, and are valid and enforceable. The Company has complied with its duty of candor and disclosure to the United States Patent and Trademark Office and all relevant foreign patent offices with respect to all patents in the Owned Intellectual Property and have made no material misrepresentations in connection with the prosecution or maintenance of any such patent. All patents owned by or purported to be owned by the Company have been prosecuted in good faith, are subsisting and in good standing and are not subject to any terminal disclaimer; there are no inventorship challenges to any such patents nor does there exist any fact that would reasonably be expected to lead to any such challenge; no interference been declared or provoked relating to any such patents nor does there exist any fact that would reasonably be expected to lead to any such interference; no opposition proceedings have been commenced related to such patents in any jurisdictions which such procedures are available nor does there exist any fact that would reasonably be expected to lead to any such opposition; all such issued patents are valid and enforceable nor does there exist any fact that would reasonably be expected to lead to a finding of invalidity or unenforceability; and all maintenance and annual fees have been fully and timely paid, and all fees paid, during prosecution and after issuance of any patent have been paid in the correct entity status amounts. There is no fact with respect to any patent applications within the Owned Intellectual Property that would reasonably be expected to (A)

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preclude the issuance of an issued patent from such application (with valid claims no less broad in scope than the claims as currently pending in such patent application), (B) render any issued patent issuing from such patent application invalid or unenforceable or (C) cause the claims included in such patent application to be narrowed. The Company has not received any notice of a claim of any inventorship challenge, or any interference, invalidity or unenforceability claim, with respect to patents owned by or purported to be owned by the Company.

(d) The Company has (i) taken commercially reasonable measures, consistent with generally-adopted practices in the industry in which it operates, to protect the confidentiality of all of its material trade secrets, including proprietary software source code, and all other confidential and proprietary information of the Company including Sensitive Data maintained by of for the Company (collectively, the “Company Sensitive Information”) and (ii) executed either written confidentiality and invention assignment agreements or written agreements incorporating confidentiality and invention assignment agreements or provisions with all of its past and present employees, contractors, officers and consultants who have been employed or engaged to develop Owned Intellectual Property for the Company and pursuant to which such employees, contractors and consultants have (A) acknowledged that all such Intellectual Property rights are “works made for hire” for the Company under applicable Law or granted to the Company a present, irrevocable (except to the extent revocable pursuant to 17 U.S.C. §203) assignment to all their rights in and to all Intellectual Property they developed in the course of their engagement with the Company, and (B) agreed to hold all trade secrets and confidential and proprietary information of the Company in confidence both during and after their employment or engagement. No Representative of the Company owns any Owned Intellectual Property. Except as set forth on Schedule 3.14(c) of the Company Disclosure Letter, (x) no Person has expressly excluded any Intellectual Property from their respective confidentiality and invention assignment agreement, (y) no Person is in breach of their respective confidentiality and invention assignment agreement, and (z) there has not been any disclosure of or access to any trade secret of the Company to any Person in a manner that has resulted or is reasonably likely to result in the loss of trade secret in and to such information. The Company owns or has sufficient rights to use all content and other copyrightable subject matter used by the Company in the Company Business.

(e) The Company has not made any Company Sensitive Information available to any Person except with proper authorization and pursuant to written confidentiality agreements. The Company is not misappropriating and has not misappropriated any third party trade secrets. The Company has not received any notice from any Person that there has been an unauthorized use or disclosure of any trade secrets or other confidential or proprietary information provided in relation to the Company’s business. No Person that has received any Company Sensitive Information from the Company has refused to provide to the Company, after the Company’s request therefore, a certificate of return or destruction of any documents or materials containing such Company Sensitive Information. There has not been any breach of confidentiality obligations with respect to, or unauthorized use or disclosure of, any Company Sensitive Information.

(f) Schedule 3.14(f) of the Company Disclosure Letter sets forth a true and correct list of all Software that is owned by the Company and material to its operations or is otherwise distributed by the Company to its customers and end users (the “Company Products”). All Software licensed, owned, used, reproduced, modified, or distributed by the Company (the “Company Software”) is either owned by the Company or licensed to the company under a valid and enforceable agreement. Except as set forth on Schedule 3.14(f) of the Company Disclosure Letter, the Company Software, and any other Software used by the Company, does not reference, incorporate, or link to (dynamically or statically) any Open Source Software subject to a Copyleft Software license, in each case in a manner that subjects the Company to the restrictions described in clause (A) or (B) in the definition of Copyleft Software.

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(g) The Company has complete, valid and enforceable rights to use all data, data sets and databases used in, held for use in, or necessary for the conduct of the Company Business (collectively, “Company Data and Data Sets”).

3.15 Compliance with Laws.

(a) Since the Lookback Date the Company has been, and the Company is now in, material compliance with, all applicable Law. The Company has not received any written notice from any Governmental Authority, and no claims have been filed against the Company, regarding any alleged violation of any applicable Law. Since the Lookback Date, the Company has not been subject to any adverse inspection, finding, investigation, penalty, assessment, audit, other recommendation, or other compliance or enforcement action, including the National Advertising Division or any social media platform including interactive gaming or gambling platform, or any other public or private gaming partners or venues. The Company is not subject to any unsatisfied Order.

(b) Schedule 3.15(b) of the Company Disclosure Letter sets forth a correct and complete list of all material permits, licenses, approvals, certificates and other authorizations of and from all Governmental Authorities that are necessary and/or legally required to be held by the Company to conduct the Company Business (the “Governmental Permits”). All of the Governmental Permits are valid, subsisting in accordance with their respective terms and in full force and effect. The Company has not received any written notice from any Governmental Authority regarding (i) any alleged failure to comply with any term or requirement of any Governmental Permit or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Permit. The Company is not in default or violation of any Governmental Permit in any material respect. No Occurrence has occurred that, with or without notice or lapse of time or both, would constitute a default or violation, in any material respect, of any term, condition or provision of any Governmental Permit.

(c) The Company, and its current and former Representatives (when acting in such capacity or otherwise on behalf of the Company), has complied with all Illegal Business Practice Laws. Neither the Company nor, to the Knowledge of the Company, any current or former Representative of the Company, for or on behalf of the Company, (i) is using or has used any funds of the Company for any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or for reimbursement, in whole or in part, of any such expenditure, (ii) is using or has used any funds of the Company for any direct or indirect unlawful payment to any Person, including any foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; (iii) is violating or has violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, U.K. Bribery Act of 2010, or any other Illegal Business Practice Law; (iv) is maintaining or has established or maintained, any unlawful or unrecorded fund of the Company’s monies or other properties; (v) has made, at any time since their respective dates of formation, any false or fictitious entries on the books and records of the Company; (vi) has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or otherwise engaged in any pay-for-play practices, using any funds or otherwise on behalf of the Company; or (vii) has, directly or indirectly, provided or paid any material favor or gift that is not deductible for income Tax purposes using the Company’s funds or otherwise on behalf of the Company.

(d) The Company has not (i) received any written notice, request, allegation or citation from any source, alleging actual or potential violation of any Illegal Business Practice Laws or (ii) made a voluntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Illegal Business Practice Laws. The Company (i) has instituted policies and procedures reasonably designed to ensure compliance with the Illegal Business Practice Laws, (ii) has maintained and maintains such policies and procedures in force and (iii) has complied with such policies and procedures including the proper maintenance of books and records.

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(e) The Company (i) does not have any pending voluntary self-disclosures with respect to export or reexport control or sanctions Laws, orders or regulations of any and all applicable jurisdictions, including the United States and any jurisdiction in which the Company is established or from which it exports or reexports any items or in which it provides services, including the Export Administration Regulations with the Bureau of Industry and Security of the U.S. Department of Commerce, sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department and the International Traffic in Arms Regulations administered by the Directorate of Defense Trade Controls of the U.S. State Department, all as amended from time to time (collectively, “Export Control and Sanctions Laws”), or (ii) has not received written notice from any Governmental Authority that the Company is under criminal or civil investigation concerning any of the Export Control and Sanctions Laws. The Company has at all times acted without violation and in compliance with the Export Control and Sanctions Laws.

(f) The Company has not received any written notice from any Governmental Authority of non-compliance with any of the Export Control and Sanctions Laws which could subject the Company to civil or criminal fines, penalties or other measures.

3.16 Employees, ERISA and Other Compliance.

(a) Schedule 3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete listing of all current employees of the Company (collectively, the “Company Employees”), all individuals currently performing services for and classified as independent contractors of the Company, and all current leased employees (as defined in Code Section 414(n)) of the Company, in each case, as of the date hereof, including each such Person’s name, job title or function and job location, hire date, full- or part-time status, exempt or non-exempt status under the Fair Labor Standards Act (the “FLSA”), as well as a true, correct and complete listing of his or her current base salary or wage rate payable by the Company, the target amount of any annual incentive compensation applicable to such Person, the amount of accrued but unused vacation time and/or paid time off, in each case, as of the date hereof, and each Company Employee’s current leave status.

(b) The Company is, and since the Lookback Date has been, in compliance, in all material respects, with all applicable Laws relating to labor, employment and fair employment practices, including, provisions relating to hiring, discharge and/or terms and conditions of employment, discrimination in employment (including hiring), worker classification under the FLSA and other applicable state and local Laws, wages and hours, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation employee leave issues, labor relations, unemployment insurance, overtime compensation, child labor, hiring, promotion and termination of employees, employee privacy, data protection, working conditions, meal and break periods, employment eligibility verification, affirmative action, employment and reemployment rights of members of uniformed services, secondment, civil rights, occupational safety and health, work visas and/or employment authorization (including the Immigration Reform and Control Act), and is not engaged in any unfair labor practice. With respect to any Relevant Service provider engaged since the Lookback Date, the Company does not have any material Liability with respect to the misclassification of Relevant Service Providers as independent contractors, or with respect to the misclassification of employees as exempt versus non-exempt. In the last two (2) years, no written allegations of sexual harassment have been made to the Company against any current or former (i) officer of the Company or (ii) employee of the Company.

(c) The Company has withheld all amounts required by applicable Law or as otherwise directed by Contract to be withheld from the wages, salaries, and other payments to the Company Employees and its independent contractors and leased employees; and is not liable for any arrears of wages, compensation, taxes, penalties or other sums for failure to comply with any of the foregoing. The Company

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has paid in full to all Company Employees all wages, salaries, commissions, bonuses, accrued overtime, vacation pay and/or holiday pay, benefits and other compensation due to or on behalf of such Company Employees, has made required social security contributions with respect to each Company Employee, and has paid in full to all independent contractors and consultants all remuneration due to or on behalf of such independent contractors and consultants (other than accrued bonuses reflected on the Company Balance Sheet). There are no Actions concerning the employment, or termination thereof, of any of the Company Employees, and no such Action is pending or, to the Knowledge of the Company, threatened.

(d) The Company is not a party to or bound by any labor agreement or collective bargaining agreement, work rules or practices, or any other labor-related agreement or arrangement with any labor union, labor organization, or works council, and to the Knowledge of the Company, and no employees, consultants or contractors are represented by a labor union, labor organization or works council with respect to their employment or provision of services to the Company. No labor union, labor organization, works council, Company Employees or other collective group of Company Employees, consultants or contractors has made a demand for recognition or certification with respect to the Company, and there are no representation or certification proceedings or applications seeking a representation or certification proceeding pending or, to the Knowledge of the Company, threatened in writing to be brought or filed before any Governmental Authority. To the Knowledge of the Company, there is and, prior to the date hereof, has been, no union organizing activities among any Company Employee or group of Company Employees or any of its consultants or contractors. There is no pending, or to the Knowledge of the Company, threatened work stoppage, lockout, labor grievance, arbitration, labor dispute, slowdown or labor strike against or affecting the Company.

(e) In the past two (2) years, the Company has not engaged in any “mass layoff,” or “plant closing” as defined by the Workers Adjustment and Retraining Notification Act (the “WARN Act”) or engaged in layoffs or employment terminations sufficient in numbers to trigger application of any applicable state or local Law similar to the WARN Act.

(f) Except as set forth on Schedule 3.16(f) of the Company Disclosure Letter, no officer or Company Employee at the level of manager or higher, and no independent contractor of the Company with annual remuneration from the Company of at least $150,000, has disclosed to the Company in writing any plans to terminate his or her employment or relationship with the Company.

(g) The Company has not received written notice from any Governmental Authority responsible for the enforcement of labor or employment Law regarding an intent to conduct an investigation of the Company with respect to or relating to compliance with or an alleged violation or breach of any applicable labor or employment Law and, to the Knowledge of the Company, no such investigation of the Company by such a Governmental Authority is in progress.

(h) The Company has complied in all material respects with applicable Law regarding retaining U.S. Citizenship and Immigration Services Form I-9 (Employment Eligibility Verification) and all other records, documents, or other papers that are required to be retained with Form I-9 by the Company, including E-Verify reports, that it has in its records for each Company Employee located in the United States, and the Company has made available such documentation to Acquiror.

(i) Since the Lookback Date, the Company has not received any “cease and desist” letter or similar written communication alleging that any Company Employee, leased employee or independent contractor is performing any job duties or engaging in other activities on behalf of the Company that would violate any employment, non-competition, non-solicitation, non-disclosure, or other similar agreement between such individual and any former employer or any applicable Law.

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(j) The Company has effectuated any required COVID-19 safety policies and protocols in compliance in all material respects with all applicable COVID-19 Orders. The Company has not received any written complaints from any current Company Employees regarding any failure of the Company to comply with applicable COVID-19 Orders regarding worker safety.

3.17 Company Benefit Arrangements.

(a) Schedule 3.17(a) of the Company Disclosure Letter lists each Company Benefit Arrangement. The term “Company Benefit Arrangement” shall mean every plan, program and arrangement (whether written or unwritten), that is currently maintained, contributed to or required to be contributed to, by the Company or any of its ERISA Affiliates, for the benefit of any Relevant Service Provider, or any of their respective dependents or beneficiaries, or with respect to which the Company has any Liability, in each case, whether funded or unfunded and whether or not subject to ERISA, including: (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, and (ii) all employment, consulting, vacation benefits, severance benefits, retention, education assistance, commission, disability benefits, death benefits, hospitalization benefits, medical benefits, dental benefits, vision care benefits, cafeteria benefits, child/dependent care benefits, sabbatical, retirement benefits, deferred compensation, profit-sharing, pension, stock option, stock appreciation rights, restricted stock, restricted stock unit, phantom or other equity or equity-based compensation, change-in-control, incentive, deferred compensation, salary continuation or bonuses.

(b) Each Company Benefit Arrangement has been established, maintained and operated in compliance in all material respects with its terms and applicable Laws. Unless otherwise indicated in Schedule 3.17(b) of the Company Disclosure Letter, each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code (1) has received a favorable opinion, advisory, notification and/or determination letter, as applicable, and to the Knowledge of the Company, nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which could reasonably be expected to cause the loss of the tax-qualified status of such Company Benefit Arrangement, (2) is subject to an application to the Internal Revenue Service for such letter or has a remaining period of time to apply for such letter or (3), relies on a favorable Internal Revenue Service opinion letter or advisory letter issued to the master and prototype or volume submitter plan sponsor of such employee pension benefit plan in accordance with Internal Revenue Service guidance for reliance on such opinion or advisory letters. Each Company Benefit Arrangement can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material Liability to Acquiror (other than ordinary administrative expenses typically incurred in a termination event, or as may be required by applicable Law).

(c) With respect to each material Company Benefit Arrangement, the Company has made available to Acquiror a complete and correct copy of the following, as applicable: (i) where such Company Benefit Arrangement is reduced to writing, all written plan documents, adoption agreements, and amendments and restatements thereto, (ii) where such Company Benefit Arrangement is not reduced to writing, a summary of the material terms of such Company Benefit Arrangement, (iii) where applicable, trust documents, financial statements, insurance policies (including any stop-loss insurance policies pertaining to a self-insured Company Benefit Arrangement), vendor contracts, employee booklets, summary plan descriptions, other authorizing documents, and any material employee communications relating thereto, (iv) the filed Forms 5500s and all schedules thereto for the previous three (3) years, (v) the most recent IRS determination or opinion letter and (vi) any material notices received within the last three years from any Governmental Authority relating thereto.

(d) The Company has timely filed the three (3) most recent annual reports (Form 5500) for each Company Benefit Arrangement that is subject to ERISA and Code reporting requirements.

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(e) No Action has been brought, or, to the Knowledge of the Company, is threatened, against or with respect to any Company Benefit Arrangement, including any audit or inquiry by the Internal Revenue Service, the U.S. Department of Labor or any other Governmental Authority. Neither the Company nor, to the Knowledge of the Company, any fiduciary of a Company Benefit Arrangement, has ever been a participant in any “prohibited transaction” within the meaning of Section 406 of ERISA with respect to any Company Benefit Arrangement which was not otherwise exempt, except as would not reasonably be expected to result in material Liability to the Company.

(f) Other than as provided in Schedule 3.17(f), no Company Benefit Arrangement provides post-termination or retiree welfare benefits to any Person for any reason, except as required by COBRA or other applicable Law.

(g) Neither the Company nor any ERISA Affiliate sponsors, maintains, contributes to, or has in the last six (6) years sponsored, maintained, contributed to (or been required to contribute to), and neither the Company nor any ERISA Affiliate has any current or contingent liability or obligation under or with respect to, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), (iii) a “funded welfare plan” within the meaning of Code Section 419 or (iv) any “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). No Company Benefit Arrangement is subject to Title IV of ERISA.

(h) The Company is in material compliance in all material respects with the applicable health care continuation and notice provisions of the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the regulations thereunder.

(i) Unless otherwise indicated in Schedule 3.17(i) of the Company Disclosure Letter, the Company is not a party to any Company Benefit Arrangement, any of the benefits of which shall be materially increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Stock Purchase or any of the other transactions contemplated by this Agreement.

(j) The Company is in compliance in all material respects with all applicable requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and all regulations thereunder (together, the “ACA”), as well as any applicable similar provisions of state or local law, including all requirements relating to eligibility waiting periods and the offer of or provision of minimum essential coverage that is compliant with Section 36B(c)(2)(C) of the Code and the regulations issued thereunder to full-time employees as defined in Section 4980H(c)(4) of the Code and the regulations issued thereunder. No material excise tax or penalty under the ACA, including Sections 4980D and 4980H of the Code, is outstanding, has accrued, or has arisen with respect to any period prior to the Closing, with respect to any Company Benefit Arrangement.

(k) No amount will be received (whether in cash or property or the vesting of property), as a result of the execution of this Agreement or the consummation of the transactions, by any Relevant Service Provider under any Company Benefit Arrangement or otherwise that would not be deductible by the Company by reason of Section 280G of the Code or that would be subject to an excise tax under Section 4999 of the Code.

(l) Each Company Benefit Arrangement which is governed by the applicable Laws of the Unites States that constitutes in any part a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code with respect to any Relevant Service Provider who is subject to United States income tax has been operated and maintained in operational and documentary compliance in all material respects with Section 409A of the Code and applicable guidance thereunder.

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(m) The Company has no obligation to gross-up, make whole or otherwise indemnify any current or former director or employee of the Company with respect to Taxes, interests or penalties imposed under Section 409A or 4999 of the Code.

(n) Unless otherwise indicated in Schedule 3.17(n) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Stock Purchase (either alone or in conjunction with any other event) will, directly or indirectly: (i) entitle any Relevant Service Provider to any payment, compensation or benefit from the Company, (ii) accelerate the time of payment, funding or vesting or increase the amount of compensation or benefits due to any Relevant Service Provider from the Company or (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Arrangement.

(o) None of the Company Benefit Arrangements, nor any trust created thereunder, now directly holds or has heretofore directly held as assets any capital stock or securities issued by the Company.

3.18 No Brokers. Neither the Company nor any Affiliate of the Company is obligated for the payment of any fees or expenses of any investment banker, broker, finder or similar party in connection with the origin, negotiation or execution of this Agreement or in connection with the Stock Purchase or any other transaction contemplated by this Agreement (other than fees and expenses payable to Price Waterhouse Cooper, which constitute Transaction Expenses). Acquiror shall not incur any Liability, either directly or indirectly, to any such investment banker, broker, finder or similar party as a result of this Agreement or the Stock Purchase.

3.19 Environmental Matters.

(a) The Company has been and is in material compliance with all Environmental Laws (as defined above), which compliance includes the possession by the Company of all Governmental Permits and other governmental authorizations required under Environmental Laws necessary to conduct its business as currently conducted under applicable Environmental Laws (“Environmental Permits”) and compliance with the terms and conditions thereof. The consummation of the Stock Purchase will not require a change in the terms or conditions of any Environmental Permits and such Environmental Permits can be transferred or assigned as contemplated herein without a change in the terms or conditions of such. The Company has not received any written or to the Knowledge of Company, threatened notice from a Governmental Authority that alleges that the Company is not in compliance with any Environmental Law. There are no pending or, to the Knowledge of the Company, threatened, Environmental Claims against the Company.

(b) Company has not generated, manufactured, sold, handled, treated, recycled, stored, transported, disposed of, arranged for the disposal of, released, or placed any Materials of Environmental Concern in a manner which could reasonably be expected to give rise to material Liability to the Company under Environmental Laws. Except as set forth on Schedule 3.19(b) of the Company Disclosure Letter, there has been no Environmental Release of Materials of Environmental Concern by the Company on, under, to or from any property or structure currently owned, leased or occupied by the Company that would result in material Liability for the Company pursuant to any Environmental Laws. and there are no Materials of Environmental Concern in, on, under, emanating from, or migrating from or onto any portion of any property or structure currently owned, leased, or occupied or, to the Knowledge of the Company, previously owned, leased, or occupied by the Company which has resulted in contamination in excess of applicable federal, state or local limits or requires remediation under any Environmental Law. No underground storage tanks are located at any of the Leased Real Property. The Company has not agreed to assume any material actual or potential Liability under any Environmental Laws of any other Person. The Company has provided Acquiror with access to true and correct copies of all reports, investigations, audits, and inspections in possession, custody or control of the Company pertaining or relating to Materials of Environmental Concern in connection with any Environmental Claims or any real property now or previously owned, leased or occupied by the Company.

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(c) The Company has not received any written notice that any real property now or previously owned, operated or leased by the Company is listed or is proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, the Comprehensive Environmental Response, Compensation and Liability Information System List (“CERCLIS”), any registry of contaminated land sites or on any similar state or foreign list of sites requiring investigation or cleanup, and no Encumbrance (other than Permitted Encumbrances) has been filed against either the personal or real property of the Company under any Environmental Law regulation promulgated thereunder or order issued with respect thereto. To the Company’s Knowledge, there are no current or proposed requirements under Environmental Law which would require material capital expenditures in the next twelve (12) months. The Company has not generated, used, or disposed of PFAS.

3.20 Privacy.

(a) To the extent required by applicable Law, the Company has in place publically published privacy policies regarding the collection, use and disclosure of Personal Information in its possession, custody or control, or otherwise held or processed on its behalf. The Company has complied with all Information Privacy and Security Laws and agreements to which it is a party that contain, involve or deal with Personal Information and other Sensitive Data. The Company has been, and is, in compliance with all applicable Laws and contractual obligations with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information. The Company has not been notified of any Action or any other claim related to data security or privacy or alleging a violation of any of its privacy policies, or any Information Privacy and Security Law, nor has any such claim been threatened. The Company has taken commercially reasonable measures designed to protect and maintain the confidentiality of all Personal Information and other Sensitive Data collected by or on behalf of the Company in connection with its business and to maintain the security of its data storage practices for Personal Information, in each case, in accordance with all Information Privacy and Security Laws and consistent with commercially reasonable industry practices applicable to such types of data gathered and maintained in the industry in which the Company conducts its business. The Company has taken commercially reasonable steps to ensure that all third party service providers, outsourcers, contractors, or other persons who process, store or otherwise handle Personal Information for or on behalf of the Company have agreed to comply with applicable Information Privacy and Security Laws and taken reasonable steps to protect and secure Personal Information from loss, theft, misuse or unauthorized access, use, modification or disclosure. There has been no unauthorized access, use, or disclosure of Personal Information or other Sensitive Data in the possession or control of the Company or any of its providers or other contractors, or otherwise in connection with the Company’s business. All Personal Information has been collected by or provided to the Company in compliance with applicable Information Privacy and Security Laws, including by providing any notice and/or obtaining any consent required.

(b) All of the IT Systems are owned by, or validly licensed, leased or supplied under a written contract to the Company, and (i) they comprise all of the IT Systems that are required to carry on the Company’s business as currently conducted and as it was carried out in the twelve (12) months prior to the date hereof; (ii) are in good working condition, ordinary wear and tear excepted, to effectively perform all computing, information technology, and data processing operations necessary for the conduct of the Company’s business; and (iii) are free of any material viruses, defects, bugs, and errors. The Company’s rights with respect to the IT Systems will not be lost or rendered liable to termination by virtue of the performance of this Agreement. The Company has maintained commercially reasonable administrative,

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physical and technical safeguards consistent with normal industry practice that are designed to (A) protect the confidentiality, integrity and accessibility of IT Systems and information contained therein (including Intellectual Property, Personal Information, Sensitive Data, all other Company Data and Data Sets, and all other information subject to confidentiality obligations), and specifically, (B) prevent against loss and unauthorized access, use, modification, disclosure or other use of such information that would not, in each foregoing case, be consistent with the Company’s published privacy policy and each Contract to which it is party and all Information Privacy and Security Laws. (i) The IT Systems have not caused the Company to fail to comply with any service level obligations in its Contracts with customers for the Company’s products or services or any of its rights and obligations relating to any Company Data and Data Sets, (ii) none of the data (including Owned Intellectual Property, Personal Information, Sensitive Data, or any other Company Data and Data Sets, including data owned by customers with which Company has a Contract) that the IT Systems store or process has been corrupted, and (iii) none of the data (including Owned Intellectual Property, Personal Information, Sensitive Data, and all other Company Data and Data Sets including data owned by customers with which Company has a Contract) that the IT Systems store or process has been subject to any actual or suspected data loss or theft, unauthorized access, malware intrusion, or other cybersecurity breach (including ransomware). The Company has been, and is, in compliance with all Information Privacy and Security Laws and all other relevant Laws and contractual obligations concerning the security and privacy of IT Systems and information contained therein (including Intellectual Property, Personal Information, and Sensitive Data, and all other Company Data and Data Sets including customer data, and all other information subject to confidentiality obligations) in all material respects.

(c) The Company has maintained and implemented commercially reasonable and legally required plans, policies or procedures for privacy, physical and cyber security, business continuity and incident response, including reasonable administrative, technical and physical safeguards to protect the confidentiality and security of Sensitive Data in its possession, custody or control against unauthorized access, use, modification, disclosure or other misuse and to safeguard the IT Systems used by the Company against the risk of material business disruption. The Company acts in compliance with such plans, procedures or policies. There have been no failures, breakdowns, continued substandard performance or other adverse events affecting the IT Systems used by the Company that have caused a material disruption or interruption in or to the use of such IT Systems by Company.

3.21 Affiliate Transactions. Except for the Existing Employment Agreements, Schedule 3.21 of the Company Disclosure Letter sets forth a true, correct and complete list of each Contract between or among (a) the Company, on the one hand, and (b) (i) any Seller or any Seller Guarantor or any of their respective Affiliates, or (ii) any officer, director or employee of the Company (or any Related Party of any of the foregoing), on the other hand, in each case other than (w) employment Contracts and indemnification Contracts and obligations set forth in the Company Charter Documents, (x) agreements in respect of shares of capital stock of the Company set forth in Schedule 3.4 of the Company Disclosure Letter and (y) reimbursements or extensions of credit to managers, directors, officers and employees of the Company for travel, business or relocation expenses or other employment-related purposes, in each case, in the ordinary course of business, and (y) the Company Benefit Arrangements (each, an “Affiliate Agreement”).

3.22 Real Property.

(a) The Company does not own any real property.

(b) Schedule 3.22(b) of the Company Disclosure Letter sets forth a list of each lease, sublease, occupancy or co-location agreement or other Contract under which it is lessee or sublessee of any real property (the “Leased Real Property”) owned by any third party, and specifies the name of the lessor, lessee and address of the Leased Real Property (the Contracts pursuant to which such Leased Real Property

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is leased being the “Leases”). The Company has made available to Acquiror true and complete copies of each Lease (including all modifications, amendments and supplements thereto and waivers thereunder). With respect to the Leases, neither the Company, nor, to the Knowledge of the Company, any other party to any such Lease, is in breach of or default under such Lease in any material respect. Each Lease to which the Company is a party (i) is a legal and binding obligation of the Company, and, to the Knowledge of the Company, the other relevant parties thereto and (ii) is in full force and effect, enforceable against the Company and, to the Knowledge of the Company, the other parties thereto, in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions. The Company has accepted possession of the Leased Real Property demised pursuant to each Lease and is in actual possession thereof and has not sublet, assigned, encumbered or hypothecated its leasehold interest. Except as set forth on Schedule 3.22(b) of the Company Disclosure Letter, the Company has all right, title, and interest in all leasehold estates and other rights purported to be granted to it by each Lease, in each case free and clear of any Encumbrance and any Encumbrances which are suffered or incurred by the fee owner on its interest in such Leased Real Property are expressly subordinate to the Company’s rights under the Leases pursuant to written subordination, non-disturbance and attornment agreements, complete and accurate copies of which have been made available to Acquiror. No Occurrence has occurred or exists which, with notice or lapse of time or both, may give rise to, serve as a basis for, or would constitute an event of default under any Lease or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any material benefit thereunder. No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full. The Company does not owe, nor will owe in the future, any brokerage commissions or finder’s fees with respect to the Leases. The other party to any Lease is not an Affiliate of, and otherwise does not have any economic interest in the Company. No construction, alteration, or other leasehold improvement work with respect to any Lease remains to be paid for or performed by any party to a Lease except for any such work required by the parties thereunder as part of the maintenance, repair and replacement obligations, including with respect to casualty damage, and all contributions, allowances and concessions required to be paid or given by the landlord or tenant under the Leases have been paid or given.

(c) The Leased Real Property, is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable Laws affecting the Leased Real Property, and the Company has not received any notice of any violation or claimed violation by any of them of any such Laws with respect to the Leased Real Property which have not been resolved.

(d) The current use of the Leased Real Property does not violate in any material respect any instrument of record or agreement affecting the Leased Real Property, and there is no violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the Leased Real Property or the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations for the Company’s business as currently conducted of the property to which they relate or materially adversely affect the value thereof for the current use of the Company.

(e) There are no proposed special assessments, or proposed material changes in property Tax or land use or other applicable Laws affecting the Leased Real Property.

(f) There is no pending or, to the Knowledge of the Company, threatened Action that would interfere with the use or quiet enjoyment of any of the Leased Real Property by the Company prior to or after the Closing.

(g) The Leased Real Property is adequate to service the normal operations of the Company at each Leased Real Property as conducted in the last twelve (12) months and, all material Governmental Permits required in connection with the normal operation of the Leased Real Property as operated in the last twelve (12) months have been obtained and are in full force and effect.

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3.23 Insurance.

(a) Schedule 3.23(a) of the Company Disclosure Letter lists each policy and binder of insurance of the Company (including property, casualty, liability, life, health, accident, workers’ compensation and bonding arrangements) owned by, or maintained for the benefit of, or respecting which any premiums are paid directly or indirectly by the Company (collectively, the “Insurance Policies”). All Insurance Policies are in full force and effect and shall remain in full force and effect following consummation of the transactions contemplated by this Agreement. All premiums due and payable under the Insurance Policies have been paid in full or have been fully accrued for on the Company Financial Statements.

(b) The Company has not received (i) notice that would reasonably be expected to be followed by a notice of cancellation or non-renewal of any Insurance Policy, (ii) any notice of denial of coverage or reservation of rights with respect to any pending or threatened claims against any such Insurance Policy, (iii) any notice that any issuer of such Insurance Policy has filed for protection under applicable bankruptcy or insolvency Laws or is otherwise in the process of liquidating or has been liquidated, or (iv) any other indication that any such Insurance Policy may no longer be in full force or effect or that the issuer of any such policy or binder may be unwilling or unable to perform its obligations thereunder.

3.24 Inventory. Except as otherwise adequately reserved for in the Company Balance Sheet in accordance with GAAP (i) all inventory of the Company (including all raw materials, works-in-process or finished goods related thereto) consists of items of good, usable and merchantable quality and none of such inventory is damaged in any material respect or obsolete, and (ii) the quantities of each item of such inventory are not excessive, but are reasonable in the present and projected circumstances of the operation of the business of the Company and are saleable in the ordinary course of business. All such inventory not written off in the Company Balance Sheet has been valued in accordance with GAAP consistently applied and, with respect to inventory intended for sale, was or will be saleable at prices at least equal to the value thereof on the books of the Company, subject to any reserve therefor set forth in the Company Balance Sheet. Since the Balance Sheet Date, the inventory of the Company has been replenished in a normal and customary manner consistent with past practice. Any inventory as of the Closing Date that was acquired subsequent to the Balance Sheet Date was or will be acquired in the ordinary course of business at a cost not exceeding market prices prevailing at the time of purchase and available to the Company.

3.25 Customer Warranties; Product Liabilities.

(a) Schedule 3.25(a) of the Company Disclosure Letter sets forth a description of the types of customer warranties and guarantees provided by the Company to any of its customers. All products manufactured, sold or delivered by the Company with respect to which the Company’s standard warranty or warranties have not yet expired conform with such warranties in all material respects and the Company does not have any Liability for replacement thereof other than in the ordinary course of business. Except as described in Schedule 3.25(a) of the Company Disclosure Letter, no material claims have been made under the customer warranties or guarantees of the Company and, to the Knowledge of the Company, no reasonable basis exists for such a claim. The Company has not modified or expanded its warranty obligation to any customer beyond that set forth in its standard warranties.

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(b) Except as disclosed in Schedule 3.25(b) of the Company Disclosure Letter, there are not and there have not been any material disputes or controversies involving any customer, distributor, supplier or any other Person regarding the quality, merchantability or safety of or defect in, or involving a claim of breach of warranty which has not been fully resolved with respect to, or involving a claim for product liability damages directly or indirectly caused by, any product purchased, manufactured or sold by the Company. None of the products sold by the Company since the Lookback Date has been the subject of any replacement, retrofit, modification or recall campaign by the Company or (voluntary or otherwise), and to the Knowledge of the Company, there is no reasonable basis for any replacement, retrofit, modification or recall campaign relating to such products.

3.26 Customers and Suppliers. Schedule 3.26 of the Company Disclosure Letter lists: (a) the ten (10) largest customers of the Company, measured by the aggregate revenues attributable to each during the twelve (12) month period preceding the date hereof (the “Material Customers”), and (b) the ten (10) largest suppliers and vendors of the Company, measured by the aggregate expenditures attributable to each during the twelve (12) month period preceding the date hereof (the “Material Suppliers”). Except as set forth on Schedule 3.26, no Material Customer or Material Supplier (x) has terminated or materially reduced the amount of business transacted with the Company from that which has been conducted with the Company since January 1, 2020 or (y) provided notice to the Company of its intention to do any of the foregoing in clause (x).

3.27 Accounts Receivable; Accounts Payable.

(a) The accounts receivable of the Company reflected on the Company Balance Sheet and the accounts receivable that have arisen after the Balance Sheet Date (i) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (ii) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (iii) subject to a reserve for bad debts shown on the Interim Financial Statements or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company, are collectible in full within ninety (90) days after billing or, in the case of international sales, within 120 days after billing. The reserve for bad debts shown on the Interim Financial Statements or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company have been determined in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

(b) The Company is not delinquent in its payment of any accounts payable or accrued liability, and no such accounts payable or accrued liabilities have been deferred (regardless of whether the Company and such third party have agreed to such deferral).

3.28 CARES Act.

(a) Except as set forth on Schedule 3.28(a) of the Company Disclosure Letter, the Company has not directly or indirectly sought, pursued, applied for, claimed, obtained, received, accepted or otherwise availed itself of any loan, grant, funding, tax benefit or other benefit, relief or assistance under (i) the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), (ii) any government program established or expanded thereunder, related thereto or funded thereby or (iii) any other legislation enacted, any rule or regulation promulgated, or any other program established or expanded, by any Governmental Authority in connection with, or in response to, COVID-19 or designed to provide economic or other benefit, relief or assistance to Persons in connection therewith or in relation thereto (including (A) the U.S. Small Business Administration’s Economic Injury Disaster Loan program, (B) the U.S. Small Business Administration’s Paycheck Protection Program, and (C) any program or facility established or expanded by the Federal Reserve in response to COVID-19, including the Main Street Lending Program, the Main Street New Loan Facility, the Main Street Priority Loan Facility, the Main Street Expanded Loan Facility, the Primary Market Corporate Credit Facility and the Secondary Market Corporate Credit Facility).

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(b) The Company has complied in all material respects with all applicable COVID-19 Orders; provided, however, that if the Company is relying on any exemption to a COVID-19 Order that would otherwise apply, such exemption is set forth on Schedule 3.28(b) of the Company Disclosure Letter.

3.29 Bank Accounts; Power of Attorney. Schedule 3.29 of the Company Disclosure Letter sets forth a (a) a true and complete list of the names and locations of all banks, trust companies, securities brokers and other financial institutions at which the Company has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship (collectively, the “Bank Accounts”), (b) a true and complete list and description of each such Bank Account, indicating in each case the account number and the names of the respective Representatives of the Company having signatory power with respect thereto and (c) a true and complete list of the names of all Persons holding general or special powers of attorney from the Company and a summary of the terms thereof.

3.30 Solvency. No insolvency proceeding of any character, including, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting the Company or any of its assets or properties is pending or, to the Knowledge of the Company, threatened. The Company has not taken any action in contemplation of, or that would constitute the basis for, the institution of any such insolvency proceedings. No obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company, the Sellers or any of their respective Affiliates.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER GUARANTORS, THE SELLERS AND NEWCO

NewCo and each Seller Guarantor, on behalf of itself and the respective Seller set forth opposite such Seller Guarantor’s name on Exhibit 1 attached hereto, of which such Seller Guarantor is a beneficiary (severally and not jointly as to each Seller and Seller Guarantor with respect to any representations and warranties which relate to the Sellers and the Seller Guarantors and jointly as to any representations and warranties which relate to NewCo and the Company), represents and warrants to Acquiror, as of the Agreement Date and as of the Closing (unless the representation and warranty is specifically and expressly limited only to the Agreement Date or another specified date), as follows:

4.1 Power, Authorization and Validity.

(a) Power and Authority.

(i) Such Seller Guarantor is a natural person and a resident of the state set forth opposite their name on Schedule 4.1(a)(i) of the Company Disclosure Letter. Such Seller Guarantor has all requisite power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Seller Ancillary Agreements and to consummate the Stock Purchase.

(ii) Such Seller, of which such Seller Guarantor is a beneficiary, is duly formed, validly existing and in good standing (if applicable) under the laws of the state of such Seller’s jurisdiction of organization. Such Seller has all requisite power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Seller Ancillary Agreements and to consummate the Stock Purchase.

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(iii) NewCo is duly formed, validly existing and in good standing under the Laws of the State of California. NewCo has all requisite power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the NewCo Ancillary Agreements and to consummate the Stock Purchase.

(b) No Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by such Seller Guarantor, such Seller of which such Seller Guarantor is a beneficiary or NewCo to enable such Seller Guarantor, such Seller or NewCo to lawfully execute and deliver, enter into, and perform its obligations under this Agreement, the Seller Ancillary Agreements applicable to such Seller Guarantor and such Seller and the NewCo Ancillary Agreements, as applicable, or to consummate the Stock Purchase, except for (i) such filings and notifications as may be required to be made by the Company in connection with the Stock Purchase under applicable Antitrust Laws and the expiration or early termination of applicable waiting periods under the HSR Act and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by such Seller Guarantor, such Seller or NewCo would not be material to such Seller Guarantor’s, such Seller’s or NewCo’s ability to consummate the Stock Purchase or to perform his or its obligations under this Agreement, the Seller Ancillary Agreement(s) applicable to such Seller Guarantor and such Seller and the NewCo Ancillary Agreements, as applicable.

(c) Enforceability. This Agreement has been duly executed and delivered by such Seller Guarantor, such Seller of which such Seller Guarantor is a beneficiary and NewCo. On the Closing Date, the Seller Ancillary Agreements and the NewCo Ancillary Agreements will have been duly executed and delivered by such Seller Guarantor, such Seller and NewCo, as applicable. This Agreement, the Seller Ancillary Agreement(s) applicable to such Seller Guarantor and such Seller and the NewCo Ancillary Agreements are, or when executed by such Seller Guarantor, such Seller or NewCo, as applicable, shall be, valid and binding obligations of such Seller Guarantor, such Seller and NewCo, enforceable against such Seller Guarantor, such Seller and NewCo in accordance with their respective terms, subject to the effect of the Equitable Exceptions.

4.2 Title. As of the Agreement Date and until the Restructuring commences, such Seller is the legal and beneficial owner of the issued and outstanding shares of Company Stock set forth opposite their name on Schedule 3.4(a) of the Company Disclosure Letter and owns such Company Stock free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). From and after the completion of the Restructuring and immediately prior to the Closing, NewCo shall be the legal and beneficial owner of 100% the issued and outstanding Company Stock and owns such Company Stock free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). Other than this Agreement, there are no Contracts to which such Seller or NewCo is a party or by which it is bound with respect to the voting, sale, transfer, or other disposition of the Company Stock. Immediately upon consummation of the Stock Purchase, Acquiror shall own all of the Company Stock, free and clear of all Encumbrances (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws).

4.3 No Conflict. Neither the execution, performance and delivery by such Seller Guarantor, such Seller of which such Seller Guarantor is a beneficiary or NewCo of this Agreement, any of the Seller Ancillary Agreements applicable to such Seller Guarantor and such Seller or any of the NewCo Ancillary Agreements, nor the consummation of the Stock Purchase or any other transaction contemplated hereby or thereby, (a) does or will conflict with or result in a termination, breach, impairment or violation of, or constitute a default under (whether with notice, lapse of time or both): (i) any Law applicable to such Seller Guarantor, such Seller, NewCo or any of his or its assets or properties; or (ii) any Contract to which such Seller Guarantor, such Seller or NewCo is a party or by which such Seller Guarantor, such Seller or NewCo

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or any of his or its material assets or properties are bound, except in each case where such conflict, termination, breach, impairment, violation or default would not be material to such Seller Guarantors’, such Seller’s or NewCo’s ability to consummate the Stock Purchase or to perform their obligations under this Agreement, the Seller Ancillary Agreement(s) applicable to such Seller Guarantor and such Seller or the NewCo Ancillary Agreements, as applicable, or (b) does or will result in the creation or imposition of any Encumbrance (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws) on any properties or assets of such Seller Guarantor, such Seller, including, as of the Agreement Date, the Company Stock owned by such Seller, or NewCo, including, as of the Closing Date, the Company Stock owned by NewCo.

4.4 Litigation. There is no Action pending or, to the Knowledge of such Seller Guarantor or such Seller of which such Seller Guarantor is a beneficiary, threatened, against such Seller Guarantor, such Seller or NewCo before any Governmental Authority which seeks to prevent the transactions contemplated hereby or that otherwise would reasonably be expected to have a Material Adverse Effect with respect to such Seller Guarantor, such Seller or NewCo.

4.5 Brokers. Except for Price Waterhouse Cooper, no broker, finder or similar intermediary has acted for or on behalf of such Seller Guarantor, such Seller of which such Seller Guarantor is a beneficiary or NewCo in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement with such Seller Guarantor or such Seller or any action taken by them.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF ACQUIROR

Acquiror represents and warrants to the Company, the Seller Guarantors and the Sellers, as of the Agreement Date and as of the Closing (unless the representation and warranty is specifically and expressly limited only to the Agreement Date or another specified date), as follows:

5.1 Organization and Good Standing. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the organizational power and authority to own, operate and lease its properties and to carry on its business as now conducted and as presently proposed to be conducted. Acquiror is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not individually or in the aggregate be material to Acquiror’s ability to consummate the Stock Purchase or to perform its obligations under this Agreement and the Acquiror Ancillary Agreements. Acquiror is not in violation of its Charter Documents (or equivalent organizational or governing documents), each as currently in effect.

5.2 Power, Authorization and Validity.

(a) Power and Authority. Acquiror has all requisite power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Acquiror Ancillary Agreements and to consummate the Stock Purchase. The execution, delivery and performance by Acquiror of this Agreement, each of the Acquiror Ancillary Agreements and all other agreements, transactions and actions contemplated hereby or thereby have been duly and validly approved and authorized by all necessary corporate action on the part of Acquiror.

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(b) No Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by Acquiror to enable Acquiror to lawfully execute and deliver, enter into, and perform its obligations under this Agreement and each of the Acquiror Ancillary Agreements or to consummate the Stock Purchase, except for such filings and notifications as may be required to be made by Acquiror in connection with the Stock Purchase under applicable Antitrust Laws and the expiration or early termination of applicable waiting periods under the HSR Act.

(c) Enforceability. This Agreement has been duly executed and delivered by Acquiror. On the Closing Date, the Acquiror Ancillary Agreements will have been duly executed and delivered by Acquiror. This Agreement and each of the Acquiror Ancillary Agreements are, or when executed by Acquiror shall be, valid and binding obligations of Acquiror, enforceable against Acquiror in accordance with their respective terms, subject to the effect of the Equitable Exceptions.

5.3 No Conflict. Neither the execution, performance and delivery of this Agreement or any of the Acquiror Ancillary Agreements by Acquiror, nor the consummation of the Stock Purchase or any other transaction contemplated hereby or thereby, (a) does or will conflict with or result in a termination, breach, impairment or violation of, or constitute a default under (whether with notice, lapse of time or both): (i) any provision of the Charter Documents of Acquiror, each as currently in effect; (ii) any Law applicable to Acquiror or any of its assets or properties; or (iii) any Contract to which Acquiror is a party or by which Acquiror or any of its material assets or properties are bound, except in each case where such conflict, termination, breach, impairment, violation or default would not be material to Acquiror’s ability to consummate the Stock Purchase or to perform its obligations under this Agreement and the Acquiror Ancillary Agreements.

5.4 Litigation. There is no Action pending or, to the Knowledge of Acquiror, threatened, against Acquiror before any Governmental Authority which seeks to prevent the transactions contemplated hereby or that otherwise would reasonably be expected to have a material adverse effect on Acquiror’s ability to consummate the transactions contemplated hereby.

5.5 Financing. Acquiror has, and will have available to it upon the Closing, sufficient funds to consummate the transactions contemplated by this Agreement, including payment in full of the amounts payable to NewCo under Article 2.

5.6 Representations. Acquiror acknowledges that NewCo, the Company, the Seller Guarantors and the Sellers have not made and are not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 3 and Article 4, the Company Disclosure Letter, the Seller Ancillary Agreements, the NewCo Ancillary Agreements and the Company Ancillary Agreements, and that it is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article 3 and Article 4, the Company Disclosure Letter, the Seller Ancillary Agreements, the NewCo Ancillary Agreements and the Company Ancillary Agreements.

ARTICLE 6

COMPANY AND SELLERS COVENANTS

6.1 Exclusive Dealing.

(a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives

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not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

(b) During the Pre-Closing Period, each of the Seller Guarantors, the Sellers, NewCo and the Company shall promptly notify Acquiror in writing after their receipt of, or any of their Affiliates or Representatives receipt of, (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for nonpublic information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Acquiror that would reasonably be expected to lead to an Acquisition Proposal. Such notice shall describe (1) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (2) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential). During the Pre-Closing Period, the Company shall keep Acquiror fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquiror a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential).

6.2 Advice of Changes.

(a) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the

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Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

(b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

6.3 Maintenance of Business. During the Pre-Closing Period, except (i) with Acquiror’s prior written consent (which will not be unreasonably withheld, conditioned or delayed), (ii) as specifically set forth in Schedule 6.3 of the Company Disclosure Letter, (iii) as required by applicable Laws or (iv) as specifically contemplated by the terms of this Agreement, the Company shall:

(a) (i) carry on the Company Business in the ordinary course, consistent with past practice, (ii) exercise commercially reasonable efforts to preserve the Company’s relationships with the Company Employees, and (iii) maintain the Company’s present business, organization, assets and operations and goodwill with its customers, advertisers, suppliers, vendors and others with whom the Company has contractual relations in substantially the same manner as it has prior to the Agreement Date, other than with respect to any changes in such relationships required by the terms of this Agreement (e.g., contract terminations);

(b) pay all of debts and Taxes when due, subject to good faith disputes over such debts or Taxes; and

(c) shall use its commercially reasonable efforts to ensure that each Contract to which the Company is a party (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation in connection with, or terminate as a result of the consummation of, the Stock Purchase.

6.4 Conduct of Business. During the Pre-Closing Period, except (i) with Acquiror’s prior written consent (which will not be unreasonably withheld, conditioned or delayed), (ii) as specifically set forth in Schedule 6.4 of the Company Disclosure Letter, (iii) as required by applicable Laws or (iv) as specifically contemplated by the terms of this Agreement, the Company shall not undertake any of the following actions:

(a) (i) amend or otherwise change the Company Charter Documents or (ii) adopt a plan of complete or partial liquidation, dissolution, merger, or consolidation

(b) declare, set aside or pay any dividend or other distribution (but excluding tax distributions) in respect of any of its outstanding Equity Interests, or redeem or purchase any of its outstanding Equity Interests or change any rights, preferences or privileges of any of its outstanding Equity Interests;

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(c) issue, sell, create or authorize any of its outstanding Equity Interests;

(d) subdivide, split, combine or reverse split any of its outstanding Equity Interests or enter into any recapitalization affecting the number of outstanding Equity Interests;

(e) (i) grant any bonus, increase in salary, or severance benefits to any Relevant Service Provider ((A) except as required by applicable Law or pursuant to the written terms of any Existing Employment Agreements or Company Benefit Arrangement, in each case, as in effect on the date hereof and (B) which for the avoidance of doubt does not include payment by the Company of any Accrued Bonuses), (ii) enter into or adopt any plan or arrangement that would constitute a Company Benefit Arrangement or collective bargaining agreement, or amend or terminate any Existing Employment Agreements, collective bargaining agreement or Company Benefit Arrangements (except in each case as required under applicable Law), (iii) grant, increase the rate or terms of, or take any action to accelerate the vesting of, or payment of, any compensation, fees, benefits or other payments to any Relevant Service Provider (which for the avoidance of doubt does not include payment by the Company of any Accrued Bonuses) or (iv) hire or terminate (other than for cause) any Company Employee or individual that would become a Company Employee earning annual compensation in excess of $150,000;

(f) enter into any Contract with any Related Party;

(g) incur, forgive, guarantee or modify any Debt or guarantee any such Debt of another Person or issue or sell any debt securities or guarantee any debt securities of another Person;

(h) place or allow the creation of any Encumbrance (other than a Permitted Encumbrance) on any of its assets or properties;

(i) (i) lend any money, other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with past practice, (ii) make any investments in, or capital contributions to, any Person or (iii) forgive or discharge in whole or in part any outstanding loans or advances;

(j) sell, lease, license, transfer or dispose of any assets material to the Company Business (except for sales or licenses of the Company’s products and services in the ordinary course of business);

(k) (i) enter into any Company Material Contract (other than for sales or licenses of the Company’s products and services in the ordinary course of business) or (ii) amend, violate or terminate in any material respect any Company Material Contract (other than any renewal of such Company Material Contract in the ordinary course of business or any termination due to the expiration of such Company Material Contract in accordance with the terms thereof);

(l) make any capital expenditures, capital additions or capital improvements in an amount in excess of $100,000 individually;

(m) materially change the manner in which it extends warranties, discounts or credits to customers;

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(n) (i) initiate any Action (other than for the routine collection of bills) or (ii) settle or agree to settle any Action (except where the amount in controversy does not exceed $100,000 (or with respect to collections matters only, $250,000) and does not involve injunctive or other equitable relief);

(o) unless required by U.S. GAAP, change any of its accounting methods or revalue any of its assets;

(p) merge, consolidate or reorganize with, acquire, or enter into any other business combination with any Person (other than Acquiror), acquire all or substantially all of the assets of any Person, or enter into any negotiations, discussions or agreement for such purpose;

(q) engage, retain or enter into any Contract with any investment banker or broker related to or in connection with the transactions contemplated by this Agreement;

(r) enter into, amend, terminate or violate any Insurance Policy, except in the ordinary course of business;

(s) permit any material Governmental Permit to lapse or expire;

(t) change or modify in any manner the existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, including (i) acceleration of collections of receivables (including through the use of discounts for early payment, requests for early payment or otherwise) and (ii) failure to pay payables when due or delay in payment of payables compared to past practices (including continuation of past practices with respect to the early payment of payables to obtain the benefit of any payment discounts);

(u) sell, transfer, assign, lease, license, sublicense, abandon, permit to lapse or expire (other than in the ordinary course of business or the expiration of registered Intellectual Property in accordance with its maximum statutory term) or otherwise dispose of any Owned Intellectual Property; or

(v) agree in writing to take or enter into to any Contract to do any of the things described in the preceding clauses of this Section 6.4 (subject to exceptions set forth in this Section 6.4).

For purposes of this Section 6.4, “Company Material Contract” includes any Contract arising subsequent to the Agreement Date that would have been required to be listed on the Company Disclosure Letter pursuant to Section 3.12 had such Contract been in effect on the Agreement Date. Notwithstanding anything to the contrary, each of the Company, each Seller Guarantor and each Seller will not undertake any action, inaction, communication or conduct of any kind that could reasonably be deemed in their sole discretion to be a violation of the gun-jumping laws pursuant to applicable Antitrust Laws.

6.5 Necessary Consents. During the Pre-Closing Period, the Company shall use commercially reasonable efforts to promptly obtain such written consents and authorizations of third parties, give notices to third parties and take such other actions as may be necessary or appropriate in order to effect the consummation of the Stock Purchase and the other transactions contemplated by this Agreement, to enable the Company to continue to carry on the Company Business immediately after the Closing and to keep in effect and avoid the breach, violation of or termination of any Company Material Contract. During the Pre-Closing Period, the Company will (i) consult with Acquiror beforehand regarding the process for seeking such consents and providing such notices, (ii) provide Acquiror with a reasonable opportunity to review and comment in advance on the forms of such consent requests and notices and (iii) incorporate any reasonable comments thereto made by Acquiror.

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6.6 Litigation. During the Pre-Closing Period, the Company shall notify Acquiror in writing promptly after learning of any Action initiated by or against the Company, or known by the Company to be threatened in writing against the Company or any of its directors, officers or employees in their capacity as such.

6.7 Access to Information. During the Pre-Closing Period, the Company shall provide Acquiror and its Representatives with (a) reasonable access at reasonable times to the files, books, records, technology, Contracts, personnel and offices of the Company, including any and all information relating to the Company’s Tax Returns, Contracts, financial condition and real, personal and intangible property and (b) such other information that Acquiror may reasonably request with respect to the Company and the operation of its business, subject to the terms of the non-disclosure agreement, between the Company and Vista Outdoor Inc. dated April 22, 2021 (the “NDA”). At the Closing, the NDA shall automatically terminate other than with respect to those items expressly intended to survive in accordance with the terms of the NDA.

6.8 Satisfaction of Conditions Precedent. During the Pre-Closing Period, the Company shall use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent set forth in Article 10 regarding the Company, the Seller Guarantors, the Sellers shall use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent set forth in Article 10 regarding the Seller Guarantors, the Sellers, and the Company and the Seller Guarantors and the Sellers shall use commercially reasonable efforts to cause the Stock Purchase and the other transactions contemplated by this Agreement to be consummated in accordance with the terms of this Agreement.

6.9 Company Disclosure Letter. Any information or disclosure contained in the Schedules delivered by the Company to Acquiror concurrently with the execution and delivery of this Agreement (the “Company Disclosure Letter”) delivered under any specific representation or warranty hereof shall be deemed to be disclosed in, incorporated by reference into, provide the information contemplated by, or otherwise qualify, the provisions of this Agreement set forth in the corresponding section or subsection of this Agreement and shall also be deemed to be disclosed in, incorporated by reference into, provide the information contemplated by, or otherwise qualify each other representation or warranty contained in Article 3 or Article 4 hereof solely to the extent the applicability of such information or disclosure to such other representation or warranty in this Agreement is reasonably apparent on the face of such disclosure notwithstanding the absence of a cross reference contained therein. The information set forth in the Company Disclosure Letter is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any agreement. No reference to or disclosure of any matter in the Company Disclosure Letter shall be construed as an admission or indication that such matter is material or outside of the ordinary course of business. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract or Law shall be construed as an admission or indication to any third party that such breach or violation exists or has actually occurred.

6.10 R&W Insurance Policy. During the Pre-Closing Period, the Company, the Seller Guarantors and the Sellers shall reasonably cooperate with Acquiror in connection with the arrangement of the R&W Insurance Policy, including, promptly, but in no event later than ten (10) Business Days, following the Closing, delivering to Acquiror three (3) digital USB copies of all contents of the Electronic Data Room, as of the day immediately preceding the Closing Date (which shall include, for the avoidance of doubt, all contents that were located in, or uploaded to, the Electronic Data Room at any time prior to the Closing).

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6.11 Release.

(a) Effective upon the Closing, each Seller Guarantor, each Seller and NewCo, on behalf of itself and its administrators, executors, trustees, beneficiaries, successors and assigns (collectively, the “Releasing Parties”), hereby releases, forever discharges and covenants not to sue each of the Company, Acquiror, its Affiliates (including, after the Closing, the Company), and each of their respective individual, joint or mutual, Representatives, direct and indirect equityholders, other controlling Persons, successors and assigns (collectively, “Releasees”) from and with respect to any and all claims, dues and demands, Actions, causes of action, orders, obligations, Contracts and agreements, debts and Liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at Law and in equity, which the Releasing Parties now have, have ever had or may hereafter have against the respective Releasees on account of or arising out of any matter, cause or Occurrence occurring contemporaneously with or prior to the Closing including those pertaining to the Releasing Parties’ relationships, direct and indirect, with the Company (including with respect to equity ownership rights in the Company or rights arising by virtue of their status as directors, officers, partners, members, equityholders, employees or similar capacities of the Company); provided, however, that this release shall not apply to any rights or claims of the Releasing Parties on account of or arising out of (i) the rights of Releasing Parties under this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements, the NewCo Ancillary Agreements or any agreement delivered pursuant to the Agreement, or with respect to the transactions contemplated thereby, or any Acquiror benefit plans, (ii) under any obligations under the Company Charter Documents, indemnification contracts in favor of the Releasing Parties, and any directors’ and officers’ liability insurance policies, in each case, with respect to the indemnification or exculpation of, or advancement of expenses to, a Releasing Party, (iii) under the Company’s currently-existing employee benefit plans, health insurance plans and retirement plans (but not including any benefit plans or plan provisions relating to retention or change in control payments or grants of equity or equity-based awards), (iv) from any claims for accrued and unpaid salary, benefits and reimbursements of expenses actually incurred for services actually provided by the Releasing Party and payable in the ordinary course of business; or (v) under any claim that may not be waived as a matter of law.

(b) Each Releasing Party is aware that it may hereafter discover facts in addition to or different from those it now knows or believes to be true with respect to the subject matter of the release provided for in this Section 6.11; provided, however, it is the intention of each Releasing Party that such release shall be effective as a full and final accord and satisfactory release of each and every matter specifically or generally referred to in this Section 6.11. In furtherance of this intention, each Releasing Party expressly waives and relinquishes any and all claims, rights or benefits that it may have under Section 1542 of the California Civil Code (“Section 1542”), and any similar provision in any other jurisdiction, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

(c) Each Releasing Party acknowledges and agrees that Section 1542, and any similar provision in any other jurisdiction, if they exist, are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, each Releasing Party agrees that the waiver of Section 1542 and any similar provision in any other jurisdiction is a material portion of the releases intended by this Section 6.11, and it therefore intends to waive all protection provided by Section 1542 and any other similar provision in any other jurisdiction. EACH RELEASING PARTY FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE

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WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT INTENDS TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE EXISTED BETWEEN SUCH PARTY, ON THE ONE HAND, AND THE RELEASEES, ON THE OTHER HAND. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO.

6.12 Confidentiality. For a period of three (3) years commencing on the Closing Date, the Seller Guarantors and the Sellers shall, and shall cause their respective Affiliates, including NewCo, and each of their respective Representatives to, treat and hold as confidential, and shall not use or disclose (a) any confidential or non-public documents and information concerning Acquiror, or any of its Affiliates, furnished to it by Acquiror or its Representatives in connection with this Agreement or the Stock Purchase, and (b) any confidential or non-public information regarding the Company, including trade secrets, know-how, confidential and proprietary information, (such information in clause (b), the “Confidential Information”); provided, that such restrictions shall not apply to Confidential Information or any documents and information furnished pursuant to the preceding clause (b) which (i) is or becomes publicly available through no wrongful act or omission on the part of a Seller Guarantor, a Seller or their respective Representatives, or (ii) is or becomes available to such a Person from a third party who, to such Person’s knowledge, is not under any obligation of confidentiality with respect to such Confidential Information, documents or information; provided, further, that nothing in this Section 6.12 or the NDA will be deemed to restrict or limit the following disclosures: (A) disclosures of any information reasonably relevant for enforcing the rights of the Seller Guarantors, the Sellers or the Seller Representative or defending against assertions by Acquiror as disclosed to any Governmental Authority or other involved party (e.g., opposing counsel, expert witnesses, investigators) in connection with any dispute resolution proceedings involving a dispute between Acquiror or the Company, on the one hand, and the Seller Guarantors, the Sellers or the Seller Representative, on the other hand, (B) disclosures by the Seller Guarantors or the Sellers (or their respective Representatives) to its paid legal, accounting, tax and financial advisers to the extent reasonably necessary for any such adviser to perform its paid legal, accounting, tax and financial services, respectively, for such Seller Guarantor or such Seller (or such Representatives), as applicable, or as required as part of such Seller Guarantor’s, such Seller’s or any of their respective Representatives’ financial statements or Tax Returns, (C) disclosures requested or required (by oral question or request for information or documents in any Action, interrogatory, subpoena, civil investigative demand or similar process or as required under applicable Law) (subject to the requirements of the following sentences of this Section 6.12), or (D) disclosures to employees, advisors, agents or consultants of the Seller Guarantors, the Sellers or the Seller Representative, provided that, in each case of clause (A) through (D), such disclosure is to Persons who have a need to know such information and such Persons are subject to confidentiality obligations substantially similar as those provided in the NDA and herein with respect thereto. In the event that any Seller Guarantor, any Seller, NewCo or any of their respective Affiliates or Representatives are requested or required (by oral question or request for information or documents in any Action, interrogatory, subpoena, civil investigative demand or similar process or as required under applicable Law) to disclose any Confidential Information or any documents and information furnished pursuant to the clause (b) in the preceding sentence, such Seller Guarantor, such Seller or NewCo shall, and shall cause its respective Affiliates and Representatives to, promptly notify Acquiror of the request or requirement so that Acquiror may seek, at its sole cost and expense, an appropriate protective order or waive compliance with the provisions of this Section 6.12. If, in the absence of a protective order or the receipt of a waiver hereunder, any Seller Guarantor, any Seller or NewCo or any of their respective Affiliates or Representatives are, on the advice of counsel, legally required to disclose any such information, such Seller Guarantor, such Seller, NewCo or their respective Affiliates or Representatives may disclose such information to the requesting authority; provided, however, that such Seller Guarantor, such Seller or NewCo shall, and shall cause its

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respective Affiliates or Representatives to, use commercially reasonable efforts to obtain, at the reasonable request of Acquiror and at Acquiror’s sole cost, an order or other assurance that confidential treatment will be accorded to such portion of the information required to be disclosed as Acquiror shall designate in good faith.

6.13 Non-Competition; Non-Solicitation.

(a) For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), each of the Seller Guarantors, the Sellers and NewCo shall not, and shall not permit any of their respective Affiliates to, directly or indirectly (i) engage in or assist others in engaging in the Company Business anywhere in the world; (ii) have an interest in any Person that engages directly or indirectly in the Company Business in any capacity, including having such interest as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the Agreement Date) of the Company or any customers or suppliers of the Company. Notwithstanding the foregoing, (i) each Seller Guarantor may own, directly or indirectly, solely as a passive investment, Equity Interests of any Person traded on any national securities exchange if such Seller Guarantor is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of Equity Interests of such Person and (ii) each Seller Guarantor may continue to own, directly or indirectly, the Equity Interests set forth next to such Seller Guarantor’s name on Schedule 6.13(a) that such Person owned as of the Agreement Date; provided, in each case, that no Confidential Information is utilized in doing so.

(b) During the Restricted Period, each of the Seller Guarantors, the Sellers and NewCo shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, hire or solicit any Company Employee, independent contractor, or consultant of the Company (in each case who holds such role within twelve (12) months of the Closing Date) or encourage any such Person to leave such capacity or hire any such Person who has voluntarily (without inducement or encouragement by the Seller Guarantors or the Sellers) left such capacity within six (6) months of such Person doing so; provided, however, that the Seller Guarantors may solicit and hire any (i) Person who responds to any general solicitation which is not directed specifically to any such Person (or such Persons in general), (ii) any Company Employee, independent contractor, or consultant of the Company terminated by Acquiror or the Company following the Closing Date or (iii) any Company Employee, independent contractor, or consultant of the Company who has terminated his or her employment or services to the Company more than six (6) months prior to such hiring or solicitation.

(c) During the Restricted Period, each of the Seller Guarantors, the Sellers and NewCo shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, (i) solicit, entice, divert, or take away, or attempt to solicit, entice, divert or take away, any current or potential clients, customers, vendors or suppliers for purposes of diverting their business or services from the Company, or (ii) take any action that is designed or intended to have the effect of discouraging any existing or potential clients, suppliers, vendors or customers of the Company from maintaining the same business relationship with the Company after the Closing Date as it maintained with the Company prior to the Closing Date.

(d) During the Restricted Period, each of the Seller Guarantors, the Sellers and NewCo shall refrain from, and shall cause their respective Affiliates and Representatives to refrain from, in any manner, directly or indirectly, making any disparaging statement (whether written or oral), that disparages or damages or would be reasonably expected to disparage or damage the reputation, goodwill, or standing in the community of Acquiror, the Company, or any of their respective Affiliates and Representatives. Notwithstanding the foregoing, nothing herein prohibits a Seller Guarantor from making truthful statements in connection with any suit or claim before a Governmental Authority or other arbiter.

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(e) Each Seller Guarantor, each Seller and NewCo acknowledges that a breach or threatened breach of this Section 6.13 would give rise to irreparable harm to Acquiror, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller Guarantor, such Seller or NewCo of any such obligations, Acquiror shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). In the event of a violation or breach by any Seller, any Affiliate of such Seller, including NewCo, or any Related Party of such Seller of any agreement set forth in this Section 6.13, the term of the Restricted Period with respect to such Seller shall be extended by a period equal to the duration of such violation or breach.

(f) The Seller Guarantors, the Sellers and NewCo hereby acknowledge that the geographic boundaries, scope of prohibited activities and the duration of the provisions of this Section 6.13 are reasonable and are no broader than are necessary to protect the legitimate business interests of Acquiror, including the ability of Acquiror to realize the benefit of its bargain under this Agreement and to enjoy the goodwill of the Company, and that such restrictions constitute a material inducement to Acquiror to enter into this Agreement and consummate the Stock Purchase. In the event that any covenant contained in this Section 6.13 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.13 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

6.14 Bank Accounts. Simultaneously with the Closing, the Seller Guarantors, the Sellers or NewCo shall, or shall cause the Company to, remove each of the Persons set forth on Schedule 3.29 of the Company Disclosure Letter holding general or special powers of attorney, or any signing or other authority, and shall replace each such Person with a designee(s) as provided by Acquiror.

6.15 Affiliate Agreements. Except for those Affiliate Agreements set forth on Schedule 6.15 of the Company Disclosure Letter, the parties hereto agree that effective as of the Closing, each Affiliate Agreement shall be automatically terminated without any further Liability or obligation whatsoever on the part of Acquiror or any of its Affiliates (including, after the Closing, the Company) including any Liability arising from such termination or settlement.

6.16 Tail Policy. Prior to the Closing Date, the Company shall purchase, with the Company bearing 50% of such costs and expenses (and the Acquiror bearing the other 50%), a non-cancelable run-off “tail” insurance policy (the “Tail Policy”) of not less than the existing coverage amount, for a period of six (6) years after the Closing Date to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors, managers or officers of the Company on or prior to the Closing Date. The Tail Policy shall contain terms and conditions no less favorable to the insured persons than the directors’, managers’ or officers’ liability coverage presently maintained by the Company.

6.17 Debt Financing. Acquiror may determine, in its sole discretion, to obtain debt financing (the “Debt Financing”) to fund any portion of the Total Stock Purchase Consideration. Prior to the Closing, the Seller Guarantors and the Sellers shall, and shall cause the Company, NewCo and their respective Representatives to, provide to Acquiror, such cooperation as is reasonably requested by Acquiror in order to satisfy any requirements that the administrative agent may request under that certain Asset-Based Revolving Credit Agreement, dated as of March 31, 2021, among Vista Outdoor Inc., Capital One, National Association (as the administration agent), the borrowers thereto, the lenders thereto and the other parties thereto.

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6.18 Restructuring. Promptly, but in no event commencing later than five (5) Business Days following the Agreement Date, the Seller Guarantors, the Sellers and NewCo shall take all necessary action to cause the Restructuring to be effected in the manner set forth on Exhibit 2, pursuant to documentation reasonably satisfactory to Acquiror, including, for the avoidance of doubt, filing the necessary documentation for the Conversion with the Secretary of State of the State of California. The parties shall cooperate with one another in a commercially reasonable manner in connection with implementing the Restructuring. NewCo shall deliver drafts of each of the documents required for the Restructuring to Acquiror for review and comment at least two (2) Business Days before such documents are effectuated and NewCo shall consider in good faith Acquiror’s reasonable comments on all such documents that are received at least one (1) Business Day before such documents are effectuated.

ARTICLE 7

ACQUIROR COVENANTS

7.1 Advice of Changes. During the Pre-Closing Period, Acquiror shall promptly advise the Seller Representative in writing of (a) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of Acquiror contained in Article 5 untrue or inaccurate such that the condition set forth in Section 9.1 would not be satisfied, (b) any breach of any covenant or obligation of Acquiror pursuant to this Agreement or any Acquiror Ancillary Agreement such that the condition set forth in Section 9.2 would not be satisfied or (c) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 9 not to be satisfied; provided, however, that Acquiror’s unintentional failure to give notice under this Section 7.1 shall not be deemed to be a breach of covenant under this Section 7.1 but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Acquiror also covenants and agrees with the Company, the Seller Guarantors and the Sellers as follows:

7.2 Satisfaction of Conditions Precedent. Acquiror shall use its commercially reasonable efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article 9, and Acquiror shall use its commercially reasonable efforts to cause the Stock Purchase and the other transactions contemplated by this Agreement to be consummated in accordance with the terms of this Agreement; provided, that, the foregoing shall in no event be interpreted to require Acquiror to waive any conditions precedent to the consummation of the transactions contemplated hereby.

7.3 Employee Benefit Matters.

(a) A Person who is an active Company Employee immediately prior to the Closing and who remains an active Company Employee immediately following the Closing shall be a “Continuing Employee.” From and after the Closing Date until the twelve (12)-month anniversary thereof (or such later period as may be required by applicable law), Acquiror shall, and shall cause the Company to, provide each Continuing Employee with (i) an annual base salary, cash-based bonus opportunity, and cash sales commission opportunity that are no less favorable in the aggregate than such compensation items that each Continuing Employee was eligible to receive from the Company as of immediately prior to the Closing (other than any retention, sale bonus, change in control or other similar special or non-recurring compensation) and (ii) employee benefits (other than any severance benefits, retiree or post-termination

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health or welfare benefits, defined benefit pension benefits, incentive equity, equity-based, retention, sale bonus, change in control or other similar special or non-recurring compensation) that are substantially comparable in the aggregate than the employee benefits that such Continuing Employee was entitled or eligible to receive immediately prior to the Closing. With respect to any Accrued Bonus that remains unpaid as of the Closing, Acquiror shall, or shall cause the Company to, make payment of such Accrued Bonus within thirty (30) days following the Closing.

(b) Effective as of, and following, the Closing, Acquiror shall, and shall cause the Company to, cause each Continuing Employee’s length of service with the Company prior to the Closing Date (including any length of service with the Seller Guarantors) to be taken into account for all purposes (including eligibility, vesting and benefit accrual) under each employee benefit plan, program, policy and arrangement of Acquiror (each, an “Acquiror Plan”), except that such prior service credit will not be required (i) to the extent that such credit results in a duplication of benefits, (ii) with respect to the vesting of awards under Acquiror’s equity compensation plans, if any or (iii) for benefit accrual purposes under any defined benefit pension plan.

(c) Effective as of, and following, the Closing, to the extent permitted or required by applicable Law, Acquiror shall, and shall cause the Company to, use commercially reasonable efforts to cause any Acquiror Plan in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Acquiror Welfare Plans”) to (i) waive all limitations as to preexisting conditions, requirements for insurability, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees (and their eligible dependents), (ii) honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Arrangement in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Acquiror Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee following the Closing.

(d) If requested by Acquiror in a writing delivered to the Company following the date hereof and at least ten (10) Business Days prior to the Closing Date, the Company shall take all necessary action (including the adoption of resolutions and plan amendments and the delivery of any required notices) to vest all account balances and terminate, effective as of no later than the day before the Closing Date, any Company 401(k) Plan. In the event Acquiror makes a written request as set forth in the prior sentence, the Company shall provide Acquiror with a copy of any resolutions, plan amendments, notices or other documents prepared to effectuate the termination of the Company 401(k) Plan in advance and give Acquiror a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, the Company shall provide Acquiror with the final documentation evidencing that any Company 401(k) Plans have been terminated.

(e) Notwithstanding anything in this Section 7.3 to the contrary, nothing contained herein, whether express or implied, shall be treated as an establishment, amendment or other modification of any Company Benefit Arrangement or any Acquiror Welfare Plan, or shall limit the right of Acquiror or any of its Affiliates to amend, terminate or otherwise modify any Company Benefit Arrangement or other employee benefit plan following the Closing Date. The Seller Guarantors and Acquiror acknowledge and agree that all provisions contained in this Section 7.3 are included for their sole benefit, and that nothing in this Section 7.3, whether express or implied, shall create any third party beneficiary or other rights: (i) in any other Person, including any Continuing Employee, any participant in any Company Benefit Arrangement or any Acquiror Welfare Plan, or any dependent or beneficiary thereof, or (ii) to continued employment with Acquiror or any of its Affiliates or to any particular term or condition of employment.

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7.4 Indemnification of Company Directors and Officers.

(a) If the Stock Purchase is consummated, then until the sixth (6^th) anniversary of the Closing, the Company shall, and Acquiror shall cause the Company or its successors to, fulfill and honor in all respects the obligations of the Company to its current and former directors and officers (the “Company Indemnified Parties”) pursuant to any indemnification, exculpation or expense advancement provisions under the Company Charter Documents and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties (existing as of the Agreement Date that are set forth in Schedule 3.12(e) of the Company Disclosure Letter) (the “Company Indemnification Provisions”), with respect to claims arising out of matters, acts or omissions occurring at or prior to the Closing (regardless of whether any proceeding relating to any Company Indemnified Party’s rights to indemnification, exculpation or expense advancement with respect to any such matters, acts or omissions is commenced before or after the Closing). Any claims for indemnification made under this Section 7.4(a) on or prior to the sixth (6^th) anniversary of the Closing shall survive such anniversary until the final resolution thereof. In no event shall Acquiror take any action that would cause the Tail Policy to cease to be effective and shall take all commercially reasonable actions (other than paying additional premiums) to maintain in effect the Tail Policy for the benefit of the Company Indemnified Parties.

(b) Effective as of the Closing, Acquiror, on behalf of itself and the Company and each of their respective successors and assigns, releases and forever discharges each Company Indemnified Party from any and all losses, claims, damages, liabilities, judgments, costs, expenses (including reasonable attorneys’ fees), fines and settlements in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission occurring on or prior to the Closing Date whether asserted or commenced prior to, on or after the Closing Date, other than actions or omissions constituting Fraud, intentional misconduct or criminal activity to the extent committed by an individual (unless the individual reasonably believed that the individual had no reasonable cause to believe such act or omission was unlawful).

(c) The provisions of this Section 7.4 are intended to be for the benefit of, and shall be enforceable by, the Company Indemnified Parties (or their heirs, personal representatives, successors or assigns) against Acquiror and its successors and assigns. The Company shall, and Acquiror shall cause the Company or its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any Company Indemnified Party (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such person that is successful to enforce the obligations of Acquiror, the Company or its successors under this Section 7.4. The obligations of Acquiror, the Company and its successors under this Section 7.4 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Company Indemnified Party (or his or her heirs, personal representatives, successors or assigns) without the prior written consent of such Company Indemnified Party (or his or her heirs, personal representatives, successors or assigns, as applicable).

7.5 R&W Insurance Policy. Acquiror shall take, and shall cause its respective Affiliates to take, all commercially reasonable actions necessary to cause the R&W Insurance Policy to be issued promptly following the Agreement Date. The Company, the Seller Guarantors and the Sellers shall reasonably cooperate with Acquiror in connection with obtaining the R&W Insurance Policy. The insurer(s) of the R&W Insurance Policy and any other Person shall not receive rights of subrogation or other rights of recovery except as expressly set forth in the R&W Insurance Policy. None of Acquiror, the Company or their respective Affiliates or any other Person shall amend, waive or otherwise modify the R&W Insurance Policy in any manner that would be materially adverse to, or that would allow the insurer(s) under the R&W Insurance Policy or any other Person to subrogate or otherwise make or bring any claim or legal proceeding under the R&W Insurance Policy against, any Seller Guarantor, any Seller or their respective Affiliates (or, as to each of the foregoing, any past, present or future director, manager, officer, employee or advisor of any of the foregoing) based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement other than in the case of Fraud.

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7.6 Retention Bonus Payments.

(a) On the first regularly scheduled payroll day following December 31, 2022, Acquiror shall pay, or shall cause to be paid, to the individuals set forth on Schedule 7.6, through the payroll system of the Company, in the amounts set forth on the Estimated Closing Statement; provided, however, that if any such individuals are no longer employed by the Company, Acquiror, or any of their Affiliates as of such payment date, the amounts allocated to any such individuals on Schedule 7.6 shall be reallocated to the other individuals on Schedule 7.6 that are still employed by the Company, Acquiror or any of its Affiliates on such payment date (with such reallocation to be mutually agreed by the Seller Representative and Acquiror, which agreement shall not be unreasonably conditioned, delayed or withheld).

(b) On the first regularly scheduled payroll day following December 31, 2023, Acquiror shall pay, or shall cause to be paid, to the individuals set forth on Schedule 7.6, through the payroll system of the Company, in the amounts set forth on the Estimated Closing Statement; provided, however, that if any such individuals are no longer employed by the Company, Acquiror, or any of their Affiliates as of such payment date, the amounts allocated to any such individuals on Schedule 7.6 shall be reallocated to the other individuals on Schedule 7.6 that are still employed by the Company, Acquiror or any of its Affiliates on such payment date (with such reallocation to be mutually agreed by the Seller Representative and Acquiror, which agreement shall not be unreasonably conditioned, delayed or withheld).

(c) Payroll taxes on the payments made pursuant to this Section 7.6 shall be borne by the Acquiror.

ARTICLE 8

OTHER AGREEMENTS

8.1 Tax Matters.

(a) During the period from the date hereof to the Closing Date, without the consent of Acquiror (which will not be unreasonably withheld, conditioned or delayed):

(i) except as otherwise required by the Restructuring, neither the Company nor NewCo shall (A) make, revoke or amend any Tax election; (B) change any annual accounting period; adopt or change any method of accounting or reverse of any accruals (except as required by a change in Law or GAAP); (C) file any amended Tax Returns; (D) sign or enter into any closing agreement or settlement agreement with respect to any, or compromise any, claim or assessment of Tax Liability; (E) surrender any right to claim a refund, offset or other reduction in liability; or (F) consent to any extension or waiver of the limitations period applicable to any claim or assessment, in each case, with respect to Taxes;

(ii) except as otherwise required by the Restructuring, neither the Company nor NewCo shall take (or fail to take) or allow to be taken any action that could reasonably be expected to result in the failure of the Company or NewCo to qualify as an S Corporation pursuant to Section 1361 of the Code (or applicable provisions of state or local Law); and

(iii) each of the Company and NewCo shall: (A) timely file (subject to valid extensions) all Tax Returns required to be filed by it and all such Tax Returns shall be prepared in accordance with applicable Law and in a manner consistent with past practice of the Company, (B) timely pay all Taxes due and payable; (C) promptly notify Acquiror of any income, franchise or

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similar (or other material) Tax claim, investigation or audit pending against or with respect to the Company in respect of any Tax matters (or any significant developments with respect to ongoing Tax matters), including material Tax Liabilities and material Tax refund claims, and (D) inform Acquiror of any development in connection with the Rev. Proc. 2004-35 Filing.

(b) Straddle Period Taxes. Whenever it is necessary to determine the liability for Taxes for any Straddle Period:

(i) In the case of any real property Taxes, personal property Taxes or any similar ad valorem Taxes or other periodic Tax without regard to income, receipts, sales, purchases or wages attributable to the Company, any such Taxes shall be prorated between Acquiror and the Sellers on a per diem basis with the Sellers responsible for such Taxes attributable to the period ending on the Closing Date and Acquiror responsible for such Taxes attributable to the period commencing after the Closing Date.

(ii) Taxes of the Company not described in Section 8.1(b)(i) (such as (A) Taxes based on income or receipts, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes), other than Transfer Taxes described in Section 8.1(f) and (C) withholding and employment Taxes) shall be allocated between Acquiror and the Sellers based on a closing of the books at the end of the Closing Date.

(c) Preparation and Filing of Tax Returns. Following the Closing, the Sellers shall prepare or cause to be prepared and timely file or cause to be timely filed IRS Form 1120S (and other similar applicable state and local income Tax Returns) for NewCo for any Pre-Closing Tax Period and Straddle Period (all such Tax Returns, “S Corporation Tax Returns”) required to be filed after the Closing Date. All such S Corporation Tax Returns shall be prepared (i) in accordance with applicable Law and in a manner consistent with the prior practice of the Company, unless otherwise required by applicable Law and (ii) consistent with Section 8.1(g). NewCo shall deliver drafts of each such S Corporation Tax Return to Acquiror for review and comment at least thirty (30) days before the Due Date of such S Corporation Tax Return. NewCo shall consider in good faith Acquiror’s reasonable comments on such S Corporation Tax Return.

(d) S Corporation Tax Proceedings.

(i) NewCo shall promptly notify Acquiror in writing upon the receipt of notice from any Tax Authority of any pending or threatened audit or administrative or judicial proceeding relating to any S Corporation Tax Return (an “S Corporation Tax Proceeding”). Subject to Section 8.1(d)(ii), NewCo shall have the right to control any S Corporation Tax Proceeding and the Sellers shall bear all costs and expenses in connection with any such S Corporation Tax Proceeding. With respect to any such S Corporation Tax Proceeding, NewCo shall be entitled to contest, settle or compromise the S Corporation Tax Proceeding in any permissible manner.

(ii) Notwithstanding anything to the contrary herein, to the extent any S Corporation Tax Proceeding relates to the classification for U.S. federal Income Tax purposes of NewCo as an S corporation within the meaning of Section 1361 of the Code or could result in, or otherwise affect, any Taxes of or imposed on the Company on or prior to the Closing Date (including under Sections 1374 or 1375 of the Code), NewCo shall (A) not settle or compromise (or take other actions described herein with respect to) any such S Corporation Tax Proceeding without the prior written consent of Acquiror (such consent not to be unreasonably withheld, delayed or conditioned), (B) keep Acquiror reasonably informed of all material developments and

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events relating to such S Corporation Tax Proceeding (including promptly forwarding copies to Acquiror of any related correspondence, and shall provide Acquiror with an opportunity to review and comment on any material correspondence before NewCo sends such correspondence to any Tax Authority), (C) consult with Acquiror in connection with the defense or prosecution of any such S Corporation Tax Proceeding and (D) provide such cooperation and information as Acquiror shall reasonably request, and Acquiror shall have the right to participate in (but not control) the defense such S Corporation Tax Proceeding (including participating in any discussions with the applicable Tax Authorities regarding such S Corporation Tax Proceedings).

(iii) Notwithstanding anything to the contrary in this Agreement, this Section 8.1(d) shall exclusively govern S Corporation Tax Proceedings.

(e) Tax Cooperation. To the extent relevant to the Company, each party shall (i) provide the other with such assistance and information as may reasonably be required in connection with the preparation of any Tax Return and any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes, including the IRS response to the Rev. Proc. 2004-35 Filing or any inquiries or communications from the IRS in connection therewith, and (ii) retain for the longer of the applicable statute of limitations or at least six years following the Closing Date and provide the other with all records or other information that may be relevant to the items set forth in clause (i) of this Section 8.1(e). NewCo or a Seller, as applicable, shall promptly forward any response received from the IRS in connection with the Rev. Proc. 2004-35 Filing to Acquiror.

(f) Transfer Taxes. All transfer, sales, use, gains, documentary, stamp, registration and other similar Taxes, and all conveyance fees, recording charges and other fees and charges imposed as a result of the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), and any penalties or interest with respect to Transfer Taxes shall be paid 50% by the Sellers and 50% by Acquiror. All Transfer Taxes shall be paid, when due, and all necessary Tax Returns and other documentation with respect to all such Transfer Taxes shall be prepared and filed by the party required by Law to file such Tax Returns. The parties hereto shall cooperate in connection with the filing of any such Tax Returns for Transfer Taxes including joining in the execution of such Tax Returns.

(g) Tax Treatment.

(i) For U.S. federal (and applicable state and local) Income Tax purposes, each of the parties intends that: (A) the Contribution and the QSub Election will be treated as an integrated transaction qualifying as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and NewCo will be treated as the continuation of the Company and succeeding to the Company’s election pursuant to Section 1362 of the Code to be treated as an “S corporation” within the meaning of section 1361 of the Code; (B) the Conversion will be treated as a non-event; (C) following the Restructuring, the Company will be treated as an entity which is disregarded as separate from its owner; and (D) the purchase and sale of the Company Stock by NewCo to Acquiror will be treated as a sale by NewCo of all of the assets of the Company (subject to the liabilities of the Company) to Acquiror in exchange for the Total Stock Purchase Consideration.

(ii) Each of the parties shall (and shall cause its Affiliates to), unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), prepare and file all Tax Returns in a manner consistent with this Section 8.1(g) and take no position in any Tax Return, audit, proceeds or otherwise relating to Taxes that is inconsistent with this Section 8.1(g). In the event that any Tax Authority disputes the Tax treatment set forth in this Section 8.1(g), the party receiving notice of such dispute shall promptly notify and consult with the other party concerning the resolution of such dispute.

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(h) Purchase Price Allocation.

(i) Within ninety (90) days following the final resolution of the adjustments provided pursuant to Section 2.3(b), Acquiror shall provide to NewCo a schedule which will provide for the reasonable allocation of the sum of the Total Stock Purchase Consideration and other relevant items treated as purchase price for income Tax purposes among the assets of the Company, which allocation shall be in accordance with Section 1060 of the Code and applicable Treasury Regulations thereunder or comparable provisions of state or local Law (such schedule as finally determined pursuant to this Section 8.1(h)(i), the “Tax Allocation Statement”). Acquiror shall provide NewCo with an opportunity to review and comment on the Tax Allocation Statement in draft form. Acquiror shall incorporate all reasonable comments of NewCo the Tax Allocation Statement. In the event that any adjustment to the purchase price is paid between Acquiror and the Sellers pursuant to the terms of this Agreement, Acquiror shall provide NewCo a revised Tax Allocation Statement, which revised Tax Allocation Statement shall be prepared in a manner consistent with this Section 8.1(h)(i).

(ii) Each of Acquiror, NewCo and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Tax Allocation Statement as finally determined pursuant to Section 8.1(h)(i) and (B) take no position in any Tax Return, Action, S Corporation Tax Proceeding or otherwise that is inconsistent with the Tax Allocation Statement as finally determined pursuant to Section 8.1(h)(i). In the event that any of the allocations set forth in the Tax Allocation Statement are disputed by any Tax Authority, Acquiror or NewCo, as the case may be, after receiving notice of such dispute shall promptly notify and consult with the other Person concerning the resolution of such dispute.

8.2 Regulatory and Other Authorizations; Notices and Consents.

(a) Each party shall, and shall cause its Affiliates to, use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary in connection with the Stock Purchase; (ii) cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto shall, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Acquiror shall, with the reasonable assistance of the Company, the Seller Guarantors and the Sellers, make as promptly as practicable any filings and notifications, if any, under any other applicable Antitrust Law and each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to applicable Antitrust Law. Each of Acquiror, on the one hand, and the Seller Guarantors, the Sellers, NewCo and the Company, on the other hand, acknowledges and agrees that it shall pay and shall be solely responsible for the payment of 50% of all filing fees associated with such filings (in the case of the Seller Guarantors, the Sellers, NewCo and the Company, such amounts shall be Transaction Expenses).

(b) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority.

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None of the parties to this Agreement shall agree to participate in any in-person or telephonic meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Each party hereto shall, and shall cause its Affiliates and its and their respective Representatives to, coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under applicable Antitrust Law, including under the HSR Act. The parties to this Agreement shall, and shall cause their respective Affiliates and their respective Representatives to, provide each other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Company; (ii) as necessary to comply with contractual arrangements or applicable Laws; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Without limiting the generality of the foregoing, each party may, as it deems advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 8.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the written consent of the party providing such materials, which consent shall not be unreasonably conditioned or delayed. Subject to applicable Law, the parties shall reasonably consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any party.

(c) None of the parties hereto shall, or shall permit its respective Affiliates to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to obtain the expiration or termination of the waiting period under applicable Antitrust Law. Nothing in this Section 8.2 or otherwise in this Agreement, (i) shall require Acquiror to take any action that would prohibit or limit in any respect, or place any conditions on, the ownership or operation by Acquiror or its Affiliates of the Company, the ownership or operation by Acquiror, its Affiliates or the Company of any portion of their respective businesses or assets, or compel Acquiror, its Affiliates or the Company to dispose of, divest, hold separate or license any portion of their respective businesses, assets or intellectual property rights, respectively, in each case as a result of the transactions contemplated by this Agreement, and (ii) the Company, Seller Guarantors, the Sellers and NewCo shall not have any obligation to agree to or effect the disposition of, divest, hold separate or license any portion of their respective businesses, assets or intellectual property rights that are not contingent upon the closing of the transactions described herein.

8.3 Further Assurances. If, at any time before or after the Closing or the earlier termination this Agreement, as applicable, Acquiror reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Stock Purchase or to carry out the purposes and intent of this Agreement or any Company Ancillary Agreement, Seller Ancillary Agreement, NewCo Ancillary Agreement or Acquiror Ancillary Agreement at or after the Closing, then the Company, the Seller Guarantors, the Sellers, NewCo, Acquiror and their respective officers and directors shall execute and deliver all such proper deeds, assignments, instruments and assurances and do all other things reasonably necessary or desirable to consummate the Stock Purchase and to carry out the purposes and intent of this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements, the NewCo Ancillary Agreements and the Acquiror Ancillary Agreements. Following the Closing, each party shall, and shall cause their respective controlled Affiliates to, cooperate fully with the other parties

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(including with respect to any securities filings) and execute such further instruments, documents and agreements and to give such further written assurances as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.

ARTICLE 9

CONDITIONS TO OBLIGATIONS OF THE COMPANY, NEWCO AND THE SELLERS

The Company’s, NewCo’s, the Seller Guarantor’s and the Sellers’ obligations to consummate the Stock Purchase and take the other actions required to be taken by the Company, NewCo, the Seller Guarantors and the Sellers at the Closing are subject to the fulfillment or satisfaction as of the Closing, of each of the following conditions (it being understood that any one or more of the following conditions may be waived by the Company, NewCo, the Seller Guarantors and the Sellers in a writing signed on behalf of the Company, NewCo, the Seller Guarantors and the Sellers):

9.1 Accuracy of Representations and Warranties. The representations and warranties of Acquiror set forth in Article 5 shall be true and correct in all respects, in each case on and as of the Agreement Date and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except for any such representations or warranties that by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct in all respects on and as of such specified date or dates), in each case except to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect with respect to Acquiror.

9.2 Covenants. Acquiror shall have performed and complied in all material respects with all of its covenants contained in this Agreement on or before the Closing (to the extent that such covenants require performance by Acquiror on or before the Closing).

9.3 Compliance with Law; No Legal Restraints. There shall not be issued, enacted or adopted by any Governmental Authority of competent jurisdiction any statute, regulation, enactment, Order or Action (whether temporary, preliminary or permanent) that prohibits or renders illegal the Stock Purchase or any other material transaction contemplated by this Agreement.

9.4 Government Consents. There shall have been obtained at or prior to the Closing Date such permits or authorizations, and there shall have been taken all such other actions by any Governmental Authority or other regulatory authority having competent jurisdiction over the parties and the actions herein proposed to be taken, as may be required to lawfully consummate the Stock Purchase. All approvals required under the HSR Act, any other applicable Antitrust Laws, or from any other Governmental Authority shall have been obtained, and any applicable waiting periods under the HSR Act or applicable Antitrust Laws shall have expired or early termination of such waiting periods shall have been granted by both the Federal Trade Commission and the United States Department of Justice.

9.5 Closing Deliverables. Acquiror shall have delivered or caused to be delivered the items required by Section 2.3(b).

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ARTICLE 10

CONDITIONS TO OBLIGATIONS OF ACQUIROR

Acquiror’s obligations to consummate the Stock Purchase and take the other actions required to be taken by it at the Closing are subject to the fulfillment or satisfaction, as of the Closing, of each of the following conditions (it being understood that any one or more of the following conditions may be waived by Acquiror in a writing signed by Acquiror and that any such waiver shall not affect any rights to indemnification or any remedy hereunder):

10.1 Accuracy of Representations and Warranties.

(a) (i) The representations and warranties of the Company set forth in Article 3 (other than the Fundamental Representations of the Company) shall be true and correct in all respects, in each case on and as of the Agreement Date and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except for any such representations or warranties that by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct in all respects on and as of such specified date or dates), in each case except to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect with respect to the Company and (ii) the Fundamental Representations of the Company shall be true and correct in all but de minimis respects, in each case on and as of the Agreement Date and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except for any such Fundamental Representations of the Company that by their terms speak only as of a specific date or dates, in which case such Fundamental Representations of the Company shall be true and correct in all but de minimis respects, on and as of such specified date or dates).

(b) (i) The representations and warranties of the Seller Guarantors, the Sellers and NewCo set forth in Article 4 (other than the Fundamental Representations of the Sellers) shall be true and correct in all respects, in each case on and as of the Agreement Date and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except for any such representations or warranties that by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct in all respects on and as of such specified date or dates), in each case except to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect with respect to the Seller Guarantor, the Sellers or NewCo and (ii) the Fundamental Representations of the Sellers shall be true and correct in all but de minimis respects, in each case on and as of the Agreement Date and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except for any such Fundamental Representations of the Sellers that by their terms speak only as of a specific date or dates, in which case such Fundamental Representations of the Sellers shall be true and correct in all but de minimis respects, on and as of such specified date or dates).

10.2 Covenants.

(a) The Company shall have performed and complied in all material respects with all of its covenants required under this Agreement at or before the Closing (to the extent that such covenants require performance by the Company before the Closing).

(b) The Seller Guarantors, the Sellers, and NewCo shall have performed and complied in all material respects with all of its covenants required under this Agreement at or before the Closing (to the extent that such covenants require performance by the Seller Guarantors, the Sellers or NewCo at or before the Closing).

10.3 No Material Adverse Effect. There has not been any Occurrence which has had or would reasonably be expected to have a Material Adverse Effect with respect to the Company since the Agreement Date which remains continuing.

10.4 Compliance with Law; No Legal Restraints. There shall not be issued, enacted or adopted by any Governmental Authority of competent jurisdiction any statute, regulation, enactment, Order or Action (whether temporary, preliminary or permanent) that prohibits or renders illegal the Stock Purchase or any other material transaction contemplated by this Agreement.

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10.5 Government Consents. There shall have been obtained at or prior to the Closing Date such permits or authorizations, and there shall have been taken all such other actions by any Governmental Authority or other regulatory authority having competent jurisdiction over the parties and the actions herein proposed to be taken, as may be required to consummate the Stock Purchase. All approvals required under the HSR Act, any other applicable Antitrust Laws, or from any other Governmental Authority shall have been obtained, and any applicable waiting periods under the HSR Act or applicable Antitrust Laws shall have expired or early termination of such waiting periods shall have been granted by both the Federal Trade Commission and the United States Department of Justice.

10.6 Closing Deliverables. NewCo and/or the Company shall have delivered or caused to be delivered to Acquiror the items required by Section 2.3(a).

10.7 Employment Agreements. All Employment Agreements shall be in full force and effect as of the Closing.

10.8 Restructuring. Acquiror shall have received evidence, reasonably satisfactory to Acquiror, that the Restructuring has been effected and that the Conversion has been completed, in each case, in the manner set forth on Exhibit 2, pursuant to documentation reasonably satisfactory to Acquiror.

10.9 R&W Insurance Policy. The R&W Insurance Policy shall be bound and in full force and effect on or prior to the Closing Date.

ARTICLE 11

TERMINATION OF AGREEMENT

11.1 Termination by Mutual Consent. This Agreement may be terminated at any time prior to the Closing by the mutual written consent of Acquiror, NewCo and the Company.

11.2 Unilateral Termination.

(a) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Stock Purchase or any other material transaction contemplated by this Agreement.

(b) Either Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if the Stock Purchase shall not have been consummated by midnight Pacific Time on November 30, 2021 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 11.2(b) shall not be available to (i) Acquiror, if Acquiror is then in breach of any of its representations or warranties or covenants hereunder and such breach results in the failure of any condition set forth in Article 9 to be fulfilled or satisfied on or before the Termination Date and (ii) the Company, if the Seller Guarantors, the Sellers, NewCo or the Company is then in breach of any of its representations or warranties or covenants hereunder and such breach results in the failure of any condition set forth in Article 10 to be fulfilled or satisfied on or before the Termination Date.

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(c) Acquiror may terminate this Agreement at any time prior to the Closing if (i) the Company, NewCo, the Seller Guarantors or the Sellers have committed a breach of (A) any of their representations and warranties under Article 3 or Article 4, as applicable, or (B) any of their respective covenants hereunder, and, in either case, has not cured such breach by the date which is the earlier of (1) two (2) Business Days prior to the Termination Date and (2) fifteen (15) Business Days after Acquiror has given the Company written notice of the material breach and its intention to terminate this Agreement pursuant to this Section 11.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (ii) such breach would result in the failure of any of the conditions set forth in Article 10 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 11.2(c) shall not be available to Acquiror if Acquiror is at that time in breach of any of its representations, warranties, covenants or agreements hereunder and such breach would result in the failure of any condition set forth in Article 9 to be fulfilled or satisfied on or before the Termination Date.

(d) The Company may terminate this Agreement at any time prior to the Closing if (i) Acquiror has committed a breach of (A) any of its representations and warranties under Article 5 or (B) any of its covenants hereunder, and, in either case, has not cured such breach by the date which is the earlier of (1) two (2) Business Days prior to the Termination Date and (2) fifteen (15) Business Days after the Company has given Acquiror written notice of the material breach and its intention to terminate this Agreement pursuant to this Section 11.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (ii) such breach would result in the failure of any of the conditions set forth in Article 9 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 11.2(d) shall not be available to the Company if the Company, NewCo, any Seller Guarantor or any Seller is at that time in breach of any of its representations, warranties, covenants or agreements hereunder and such breach would result in the failure of any condition set forth in Article 10 to be fulfilled or satisfied on or before the Termination Date.

11.3 Effect of Termination. In the event of termination of this Agreement as provided in Section 11.2, this Agreement shall forthwith become void and there shall be no Liability on the part of Acquiror, the Seller Guarantors, the Sellers, NewCo or the Company or their respective officers, directors, stockholders or affiliates; provided, however, that (a) the provisions of this Section 11.3 (Effect of Termination) and Article 13 (Miscellaneous) shall remain in full force and effect and survive any termination of this Agreement and (b) nothing herein shall relieve any party hereto from Liability in connection with any willful breach of any of such party’s representations, warranties or covenants contained herein.

ARTICLE 12

NON-SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION AND REMEDIES

12.1 Survival. The representations and warranties, covenants and agreements (other than those covenants and agreements that by their terms are to be performed in whole or in part on or after the Closing) contained in this Agreement shall not survive beyond the Closing or the earlier termination of this Agreement pursuant to Article 11. The covenants and agreements set forth in this Agreement to be performed after the Closing shall survive the Closing in accordance with their terms, and in the absence of any specified time period, for the applicable statute of limitations. If an Acquiror Indemnified Person (as defined below) asserts a valid claim for indemnification, in good faith, prior to the expiration of the applicable survival period for any breach thereof, such claims shall survive until finally resolved. It is the express intent of the parties that, if the applicable survival period for a covenant or covenant as contemplated by this Section 12.1 is different than the statute of limitations period that would otherwise have been applicable to such covenant or agreement, then by virtue of this Agreement, the applicable statute of limitations period with respect to such covenant or agreement shall be revised to the survival period contemplated by this Section 12.1. The parties acknowledge and agree that the time period set forth in this Section 12.1 for the assertion of claims under this Agreement is the result of arm’s-length negotiations

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among the parties and that they intend for such time period to be enforced as agreed among the parties. Notwithstanding the foregoing, nothing in this Section 12.1 or otherwise in this Agreement shall inhibit the ability of Acquiror to recover under the R&W Insurance Policy or Fraud to the extent committed by the applicable party hereto. The R&W Insurance Policy shall be governed by its terms and shall not be limited by the survival or nonsurvival of terms herein.

12.2 Agreement to Indemnify. The Seller Guarantors and the Sellers, jointly and severally, shall indemnify and hold harmless Acquiror, its Affiliates (including, after the Closing, the Company) and their respective Representatives, successors and assigns (each hereinafter referred to individually as an “Acquiror Indemnified Person” and collectively as “Acquiror Indemnified Persons”) from and against any and all Damages arising out of, based upon or resulting from any of the following (the “Indemnifiable Matters”): (a) breaches of or defaults in connection with any of the covenants or agreements made by the Company, NewCo, the Seller Guarantors or the Sellers in this Agreement, (b) any inaccuracy in the Payment Schedule or (c) Excluded Liabilities; provided, however, that no such indemnification shall be required if such Indemnifiable Matter is covered by the R&W Insurance Policy, which shall be the sole source of recourse with respect thereto. Notwithstanding the foregoing, no Seller Guarantor or such Seller of which such Seller Guarantor is a beneficiary shall be liable to Acquiror for any Damages caused by the individual breach or default of any other Seller Guarantor’s or Seller’s covenants or agreements.

12.3 Limitations.

(a) The Acquiror Indemnified Persons shall take all actions required by applicable law, and shall otherwise exercise commercially reasonable efforts to mitigate the amount of any Damages after becoming aware of any event that could reasonably be expected to give rise to Damages, including, to the extent that such Damages are covered by the R&W Insurance Policy, commercially reasonable efforts to recover under the R&W Insurance Policy. The amount of any Damages shall be calculated net of actual recoveries under existing insurance policies, which Acquiror shall be under no obligation to collect except with respect to the R&W Insurance Policy (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the event that Acquiror Indemnified Persons recover from the Seller Guarantors or the Sellers for any particular Damages and thereafter recover for the same Damages pursuant to the R&W Insurance Policy, any existing insurance policies, and/or contractual indemnification or contribution provisions, then the amount recovered pursuant to the R&W Insurance Policy, such existing insurance policies and/or contractual indemnification or contribution provisions (up to the amount first recovered from the Seller Guarantors or the Sellers) shall be paid to the Seller Guarantors or the Sellers, as applicable, by Acquiror.

(b) No Acquiror Indemnified Person shall be entitled to double recovery for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties and covenants, or any other indemnity, in this Agreement. If and solely to the extent that an amount of Damages in connection with an Indemnifiable Matter was actually included in the calculation of the Total Stock Purchase Consideration (or any defined term referred to therein), the same amount of such Damages may not be recovered under this Article 12. Except in the case of Fraud to the extent committed by such Person, in no event shall the cumulative indemnification obligations of any Seller Guarantor and such Seller that such Seller Guarantor is the beneficiary of exceed such Seller’s Pro Rata Percentage of the Total Stock Purchase Consideration.

(c) Except in the case of Fraud to the extent committed by the applicable party hereto, following the Closing, (i) the R&W Insurance Policy shall constitute the sole and exclusive recourse for recovery of Damages by the Acquiror Indemnified Persons for any breaches of the representations and warranties, (ii) this Article 12 shall constitute the sole and exclusive remedy for recovery of Damages by any Acquiror Indemnified Persons for Indemnifiable Matters, (iii) all applicable statutes of limitations or

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other claims periods with respect to claims for Indemnifiable Matters shall be shortened to the applicable claims periods and survival periods expressly set forth herein and (iv) the Acquiror Indemnified Persons irrevocably waive any and all rights they may have to make claims against the Sellers under statutory and common law as a result of any Damages and any and all other damages or losses incurred by the Acquiror Indemnified Persons with respect to the Indemnifiable Matters whether or not in excess of the maximum amounts permitted to be recovered pursuant to this Article 12.

12.4 Notice of Claim.

(a) As used herein, the term “Claim” means a claim for indemnification of Acquiror or any other Acquiror Indemnified Person for Damages under this Article 12. Acquiror may give notice of a Claim under this Agreement, whether for its own Damages or for Damages incurred by any other Acquiror Indemnified Person, and Acquiror shall give prompt written notice of a Claim executed by an officer of Acquiror (a “Notice of Claim”) to the Seller Representative after Acquiror becomes aware of the existence of any actual or potential claim by an Acquiror Indemnified Person for indemnification from the Seller Guarantor or the Sellers under this Article 12, arising out of or resulting from any Indemnifiable Matter.

(b) Each Notice of Claim by Acquiror given pursuant to Section 12.4 shall contain the following information:

(i) that Acquiror or another Acquiror Indemnified Person has incurred, paid, sustained or accrued, or reasonably anticipates that it will incur, pay, sustain or accrue, Damages in an aggregate stated amount arising from such Claim;

(ii) a description, in reasonable detail (to the extent reasonably available to Acquiror), of the facts, circumstances or events giving rise to such Damages based on Acquiror’s good faith belief thereof, including the basis for such anticipated Liability and the nature of the breach to which such Damages are related; and

(iii) a description and status of Acquiror’s claims for recovery of such Damages pursuant to its insurance policies.

(c) No delay on the part of Acquiror in giving the Seller Representative a Notice of Claim shall relieve the Seller Guarantors or the Sellers from any of its obligations under this Article 12 unless (and then only to the extent that) the Seller Guarantors and the Sellers are materially prejudiced thereby in terms of the amount of Damages the Sellers are obligated to indemnify the Acquiror Indemnified Persons for.

12.5 Resolution of Notice of Claim. Each Notice of Claim given by Acquiror, which does not involve a third party, shall be resolved as follows:

(a) Uncontested Claims. If, within forty-five (45) days after a Notice of Claim is delivered to the Seller Representative, the Seller Representative does not contest such Notice of Claim in writing to Acquiror as provided in Section 12.5(b) or fail to respond in writing during such forty-five (45) day period (in which case the Seller Guarantors and the Sellers shall be deemed to have accepted Liability for such claim), the Seller Guarantors and the Sellers shall be conclusively deemed to have consented to the recovery by the Acquiror Indemnified Person of the full amount of Damages specified in the Notice of Claim in accordance with this Article 12.

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(b) Contested Claims. If the Seller Representative gives Acquiror written notice contesting all or any portion of a Notice of Claim (a “Contested Claim”) within the forty-five (45) day period specified in Section 12.5(a), then such Contested Claim shall be resolved by either (i) a written settlement agreement executed by Acquiror and the Seller Representative or (ii) in the absence of such a written settlement agreement within forty-five (45) days following receipt by Acquiror of the written notice from the Seller Representative, unless otherwise agreed to in writing by the Seller Representative and Acquiror, by binding litigation between Acquiror and the Seller Representative in accordance with the terms and provisions of Section 12.5(c).

(c) Litigation of Contested Claims. Either Acquiror or the Seller Guarantors and the Sellers may bring suit in the courts of the State of Delaware and the Federal courts of the United States of America located within the State of Delaware to resolve the Contested Claim. The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement, absent manifest error. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

(d) Access to Information. The Seller Representative and NewCo shall have reasonable access (on behalf of the Seller Guarantors and the Sellers) to information about the Company and its successors and assigns (if any) and the reasonable assistance of the Company’s former officers and employees for purposes of administering Claims and exercising its and the Seller Guarantor’s and the Sellers’ rights hereunder but only to the extent reasonably required; provided, that, the Seller Representative, NewCo, the Seller Guarantors and the Sellers shall treat confidentially and not use or disclose any nonpublic information from or about the Company or its successors and assigns (if any) to anyone (except to the Seller Guarantors’ and the Sellers’ Affiliates, employees, attorneys, accountants, financial advisors or authorized Representatives on a need to know basis, in each case who agree to treat such information confidentially); provided, however, that neither Acquiror nor the Company shall be obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would jeopardize the protection of attorney-client privilege. The Seller Guarantors and the Sellers shall be liable for any breach of the terms of this Section 12.5(d) by any of its Affiliates, including NewCo.

12.6 Third Party Claims. Each Notice of Claim given by Acquiror, which involves a third party (a “Third Party Claim”), shall be resolved as follows:

(a) If, within thirty (30) days after a Notice of Claim is delivered to the Seller Representative, (x) the Seller Representative produces a notice of election and (y) such notice of election includes a written acknowledgment from the Seller Representative on behalf of the Seller Guarantors and the Sellers (the “Indemnifying Persons”) that the Indemnifying Persons would be required to indemnify the Acquiror Indemnified Persons for all Damages in connection with such Third Party Claim Notice, the Indemnifying Persons shall have the right, but not the obligation to (i) take control of the defense and investigation of such Third Party Claim, (ii) employ and engage attorneys of their own choice (subject to the approval of Acquiror, such approval not to be unreasonably withheld, conditioned or delayed) to handle and defend the same, at the Indemnifying Persons’ sole cost and expense, and (iii) compromise or settle such Third Party Claim, which compromise or settlement shall be made only with the written consent of Acquiror; provided, that such consent will not be required if such settlement includes an unconditional release of the Acquiror Indemnified Persons and provides solely for payment of monetary damages for which the Acquiror Indemnified Persons will be indemnified in full. Notwithstanding the foregoing, the Indemnifying Persons shall not have the right to assume the defense of a Third Party Claim if (1) the Indemnifying Persons fail to actively and diligently conduct the defense of the Third Party Claim (after notice and reasonable opportunity to cure), (2) the Acquiror Indemnified Persons have received advice from counsel that an actual or potential conflict exists between the Acquiror Indemnified Persons and the Indemnifying Persons in connection with the defense of such Third Party Claim, (3) such Third Party Claim seeks a finding or admission of a violation of any criminal Law by an Acquiror Indemnified Person, (4) such Third Party Claim seeks an injunction or other equitable remedies in respect of an Acquiror Indemnified Person or its business, (5) such Third Party Claim relates to a Material Customer or Material Supplier, or (6) such Third Party Claim is reasonably likely to result in Damages that, taken with any other then existing claims under this Article 12, would not be not be fully indemnified hereunder.

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(b) In the event that the Indemnifying Persons defend the Acquiror Indemnified Persons against a Third Party Claim, the Acquiror Indemnified Persons shall cooperate in all reasonable respects, at the Indemnifying Persons’ request, with the Indemnifying Persons and their attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom, including, if appropriate and related to such Third Party Claim, in making any counterclaim against the third party claimant, or any cross complaint against any Person, in each case, at the expense of the Indemnifying Persons. The Acquiror Indemnified Persons may, at their own sole cost and expense, monitor and further participate in (but not control) the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom.

(c) Notwithstanding anything to the contrary herein, if the Indemnifying Persons do not assume such defense and investigation or does not acknowledge in writing within thirty (30) days after receipt of the Third Party Claim Notice its obligation to indemnify the Acquiror Indemnified Persons against any Damages arising from such Third Party Claim, then the Acquiror Indemnified Persons shall have the right to retain separate counsel of their choosing, defend such Third Party Claim and have the sole power to direct and control such defense (all at the cost and expense of the Indemnifying Persons if it is ultimately determined that the Acquiror Indemnified Persons are entitled to indemnification hereunder); it being understood that the Acquiror Indemnified Persons’ right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. Notwithstanding anything herein to the contrary, whether or not the Indemnifying Persons shall have assumed the defense of such Third Party Claim, the Acquiror Indemnified Persons shall not settle, compromise or pay such Third Party Claim for which they seeks indemnification hereunder without the prior written consent of the Indemnifying Persons, which consent shall not be unreasonably withheld, conditioned or delayed.

(d) The Acquiror Indemnified Persons and the Indemnifying Persons shall use commercially reasonable efforts to avoid production of confidential information (consistent with Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

(e) Notwithstanding anything to the contrary in this Agreement, Section 8.1(d) shall exclusively govern S Corporation Tax Proceedings.

12.7 Treatment of Indemnification Payments. The Seller Guarantors, the Sellers and Acquiror agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 12 as adjustments to the Total Stock Purchase Consideration for U.S. federal income Tax purposes, to the maximum extent permitted by applicable Law.

ARTICLE 13

MISCELLANEOUS

13.1 Governing Law. The internal laws of the State of Delaware, irrespective of its conflicts of law principles, shall govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located within the State of Delaware (or appellate court thereof located within such county) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions

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contemplated hereby and thereby (including resolution of disputes under Section 12.5(c)), and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 13.9 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely in the State of Delaware.

13.2 Assignment; Binding Upon Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of Acquiror, including any successor to, or assignee of, all or substantially all of the business and assets of Acquiror. Except as set forth in the preceding sentence, no party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any assignment in violation of this provision shall be void.

13.3 Severability. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

13.4 Counterparts. This Agreement may be executed in any number of counterparts, including by means of facsimile, email, or other electronic means, each of which shall be an original as regards any party whose signature appears thereon and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all parties reflected hereon as signatories. This Agreement may be executed and delivered by facsimile transmission or by electronic mail in “portable document format” (“.pdf”) or by a combination of such means, which will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an original for all purposes.

13.5 Other Remedies. Except as otherwise expressly provided herein, any and all remedies herein expressly conferred upon a party hereunder shall be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law on such party, and the exercise of any one remedy shall not preclude the exercise of any other. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any State having jurisdiction.

13.6 Amendments and Waivers. Any term or provision of this Agreement may be amended by an instrument in writing signed on behalf of each of the parties hereto (for the avoidance of doubt, the Seller Representative shall have the authority to sign on behalf of the Seller Guarantors and the Sellers). The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof shall not be deemed to constitute a

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waiver of any other default or any succeeding breach or default. At any time prior to the Closing, the Seller Guarantors, the Sellers, the Company and Acquiror, by action taken by their respective Board of Directors (or equivalent governing bodies), as applicable, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other, (b) waive any inaccuracies in the representations and warranties made to it contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for its benefit contained herein. No such waiver or extension shall be effective unless signed in writing by the party against whom such waiver or extension is asserted. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

13.7 Expenses. Except as expressly provided herein, whether or not the Stock Purchase is consummated, all costs and expenses incurred in connection with the preparation, negotiation and execution and performance of this Agreement and the transactions contemplated hereby (including legal and advisory fees and expenses) shall be paid by the party incurring such expense; provided, that, if the Stock Purchase is consummated all Transaction Expenses of the Company shall be borne by the Seller Guarantors and the Sellers.

13.8 Attorneys’ Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the court (including costs, expenses and fees on any appeal). The prevailing party shall be entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment.

13.9 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be either hand delivered in person, sent by electronic mail, sent by facsimile, sent by certified or registered first-class mail, postage pre-paid, or sent by nationally recognized express courier service. In addition, each party shall send a copy of such notice at the email addresses set forth below. Such notices and other communications shall be effective (a) on the date of receipt, if hand delivered, (b) upon confirmation of successful transmission, if sent by facsimile, (c) three (3) days after mailing if sent by first-class mail, postage pre-paid, (d) one (1) day after dispatch if sent by express courier, (e) as of the date received for electronic mail sent before 5:00 P.M. Pacific Time, and (f) on the day following receipt for electronic mail sent after 5:00 P.M. Pacific Time to the following addresses, or such other addresses as any party may notify the other parties in accordance with this Section 13.9, provided that notices to the Seller Representative shall be delivered solely by electronic mail or facsimile:

If to Acquiror:

Vista Outdoor Operations LLC

c/o Vista Outdoor Inc.

1 Vista Way

Anoka, MN 55303

Attention: Dylan S. Ramsey

Email: Dylan.Ramsey@VistaOutdoor.com

Facsimile: +1 801-447-3039

with a copy (which shall not constitute notice) to:

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

Attention: Christopher M. Sheaffer

Facsimile: (212) 521-5450

Email: CSheaffer@ReedSmith.com

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If to Seller Representative, NewCo, the Company (prior to the Closing), the Seller Guarantors or to the Sellers:

Fortis Advisors LLC

Attention: Notice Department (Project Fusion)

Facsimile No.: (858) 408-1843

Email: notices@fortisrep.com

with a copy (which shall not constitute notice) to:

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

3570 Carmel Mountain Road, Suite 200

San Diego, CA 92130

Attention: Jeff Higgins

Email: jhiggins@gunder.com

13.10 Interpretation; Rules of Construction. When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles, such reference shall be to an Article of this Agreement unless otherwise indicated. The words “include”, “include” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Unless the express context otherwise requires, with respect to any statement in this Agreement to the effect that any information, document or other material has been “delivered,” “made available,” or similar phrases, to Acquiror or its Representatives, that such information, document or material was: (A) available for review by Acquiror or its Representatives in the Electronic Data Room in connection with this Agreement as of 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date; or (B) delivered to Acquiror or its Representatives in the manner described in Section 13.9 of this Agreement or by electronic delivery (including e-mail) by 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date. Unless the express context otherwise requires, the words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless the express context otherwise requires, terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Unless the express context otherwise requires, the terms “Dollars” and “$” mean United States Dollars. Unless the express context otherwise requires, references herein to any gender shall include each other gender. Unless the express context otherwise requires, references herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that any requirement to disclose and/or make available to Acquiror any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Acquiror. Unless the express context otherwise requires, with respect to the determination of any period of time, the word “from” means “from

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and including” and the words “to” and “until” each means “to but excluding”. Unless the express context otherwise requires, the words “party” or “parties” or “parties hereto” shall refer to the parties to this Agreement. Unless the express context otherwise requires, references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time. Unless the express context otherwise requires, references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. Unless the express context otherwise requires, the word “or” is not exclusive. Unless the express context otherwise requires, references to the Company shall be deemed to refer to the Company’s status as a California corporation prior to the Conversion and as a California limited liability company following the Conversion.

13.11 No Additional Representations. Acquiror acknowledges that none of the Seller Guarantors, the Sellers, the Company or any other Person shall have any liability to Acquiror or any other Person with respect to any projections, forecasts, future estimates, future plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or the future financial condition of the Company or the future business, operations or affairs of the Company; provided, however, that the parties to this Agreement agree and acknowledge that the preceding acknowledgment (i) is intended to allocate risk between the parties to this Agreement and is not intended to be a statement of truth with respect to any facts or circumstances in existence prior to, at or following the date hereof, except as provided in the representations and warranties set forth in Article 3 and Article 4, the Company Disclosure Letter, the Seller Ancillary Agreements, the NewCo Ancillary Agreements and the Company Ancillary Agreements, (ii) is made solely for the benefit of the Seller Guarantors and Sellers with respect to indemnification claims that may be asserted under Article 12 in respect of which the Seller Guarantors and the Sellers would be required to provide indemnity pursuant thereto and (iii) shall not be deemed to limit the liability of any Person for, or disclaim any reliance by the Seller Guarantors and the Sellers with respect to, any Fraud committed by such Person, regardless of whether or not such Person was acting on its own behalf or on behalf of the Seller Guarantors, the Sellers or the Company in connection therewith.

13.12 No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties hereto. No party is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party. No party shall have the power to control the activities and operations of any other and their status is, and at all times shall continue to be, that of independent contractors with respect to each other. No party shall have any power or authority to bind or commit any other party. No party shall hold itself out as having any authority or relationship in contravention of this Section 13.12.

13.13 Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any client, customer, employee, consultant, contractor, Affiliate, stockholder or partner of any party hereto or any other Person unless specifically provided otherwise herein and, except as so provided, all provisions hereof shall be personal solely between the parties to this Agreement; except that Section 7.4 is intended to benefit the Company Indemnified Parties, Article 12 is intended to benefit the Acquiror Indemnified Persons and Section 6.11 is intended to benefit the Releasees.

13.14 Public Announcement. No party to this Agreement shall, and each party shall cause its Affiliates and their respective Representatives not to, issue or cause the publication of any press release or other public announcement with respect to this Agreement or the Stock Purchase without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein will prohibit the Seller Guarantors, the Sellers or Acquiror from disclosing any information that is reasonably required to be disclosed in confidence to their respective Affiliates and its and its Affiliate’s respective Representatives; provided, further, that the Seller Guarantors, the Sellers and Acquiror shall be responsible for any breach of confidentiality by any such Persons.

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Notwithstanding the foregoing, Acquiror may issue such press releases, and make such other public statements regarding the Stock Purchase, as it reasonably determines are required under applicable Law or regulatory rules (including any listing agreement with any securities exchange or stock market).

13.15 Entire Agreement. This Agreement, the Exhibits and Schedules hereto, including the Company Disclosure Letter, the Company Ancillary Agreements, the Acquiror Ancillary Agreements and the Seller Ancillary Agreements constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto other than the NDA. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

13.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. EACH PARTY HERETO ACKNOWLEDGES AND CERTIFIES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY AND (D) IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.16.

13.17 Waiver of Conflicts; Attorney-Client Privilege. Communications between the Seller Guarantors, the Sellers, the Company and their legal counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, with respect to this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements or the transactions contemplated hereby or thereby will become the property of the Seller Guarantors and the Sellers following the Closing and will not be disclosed to Acquiror or the Company (following the Closing) in any action relating to a claim for indemnification under Article 12 between Acquiror or the Company (following the Closing), on one hand, and the Sellers, on the other hand, without the consent of the Seller Guarantors and the Sellers; provided that, in the event of any dispute between Acquiror, the Company (following the Closing) or any of their respective Subsidiaries, on the one hand, and a third party (other than a party to this Agreement), on the other hand, after the Closing, the Seller Guarantors, the Sellers, the Company and their respective Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by legal counsel, the Company, the Seller Guarantors and the Sellers to such third party.

Notwithstanding that the Seller Guarantors, the Sellers and the Company have been represented by legal counsel in the preparation, negotiation and execution of this Agreement and the Seller Ancillary Agreements, the Company agrees that after the Closing such counsel may represent the Seller Guarantors and the Sellers in matters related to this Agreement, the Company Ancillary Agreements or the Seller Ancillary Agreements, including in respect of any indemnification claims pursuant to this Agreement. The Company hereby acknowledges that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation.

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13.18 Seller Representative.

(a) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

(b) If at any time there is more than one Person appointed to serve as the Seller Representative, any act of the Seller Representative will require the act of a majority of the Seller Representatives which will be binding upon the Seller Guarantors, the Sellers and the Seller Representatives, and upon such act by a majority of the Seller Representatives, Acquiror will, in reliance thereon, be entitled to all benefits and protections of this Section 13.18(b) as though such act were the unanimous act of all Seller Representatives. Any Seller Representative may resign as a Seller Representative at any time by written notice delivered to the Seller Guarantors, the Sellers and to Acquiror. If at any time there is no Person acting as the Seller Representative for any reason, the Seller Guarantors and the Sellers will promptly designate a new Person by a majority decision made by the Seller(s) holding a majority of the shares of the Company Stock held by the Sellers immediately prior to the Agreement Date to act as the Seller Representative and notify Acquiror in writing of such determination. Following the time that Acquiror is notified that the Seller Representative has resigned and until such time as a new Person is

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designated to act as the Seller Representative as provided herein and Acquiror is so notified in writing, the Sellers collectively will act as the Seller Representative, with decisions made by the Seller(s) holding a majority of the shares of the Company Stock held by the Sellers immediately prior to the Agreement Date. The immunities and rights to indemnification shall survive the resignation or removal of the Seller Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement.

(c) The Seller Representative acknowledges that it has read and understands this Section 13.18, and hereby accepts such appointment. Certain Sellers have entered into an engagement agreement (the “Seller Representative Engagement Agreement”) with the Seller Representative to provide direction to the Seller Representative in connection with its services under this Agreement, the Escrow Agreement, the Seller Ancillary Agreements and the Seller Representative Engagement Agreement (such Sellers, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). The Seller Representative and its members, managers, directors, officers, contractors, agents and employees and any member of the Advisory Group (collectively, the “Seller Representative Group”) will incur no liability of any kind with respect to any action or omission by the Seller Representative in connection with the Seller Representative’s services pursuant to this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements, except in the event of liability directly resulting from the Seller Representative’s Fraud, gross negligence or willful misconduct. The Seller Guarantor and Sellers will indemnify, defend and hold harmless the Seller Representative Group from and against any and all Damages, losses, claims, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Seller Representative Expenses”) arising out of or in connection with the Seller Representative’s execution and performance of this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements, in each case, as such Seller Representative Expenses are suffered or incurred. Such Seller Representative Expenses may be recovered first, from any distribution of the Adjustment Escrow Amount or Earn-Out Payment otherwise distributable to the Sellers at the time of distribution, and second, directly from the Sellers. The Sellers acknowledge that the Seller Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Furthermore, the Seller Representative shall not be required to take any action unless the Seller Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Seller Representative against the costs, expenses and liabilities which may be incurred by the Seller Representative in performing such actions.

(d) The Seller Representative shall be entitled to: (i) rely upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller or other party.

13.19 Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) the Seller Guarantors hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of NewCo to Acquiror in this Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to Acquiror in this Agreement (collectively the “Obligations”), in each case, when and to the extent that any such obligations shall become due and payable or required to be performed; provided, however, that the obligations of the Seller Guarantors under this Section 13.19 shall be subject to the limitations set forth herein and shall succeed to all rights of NewCo

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hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Seller Guarantors may have against Acquiror or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Seller Guarantors shall have any knowledge thereof).

[SIGNATURE PAGE NEXT]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ACQUIROR:
VISTA OUTDOOR OPERATIONS LLC
By:	/s/ Sudhanshu Priyadarshi
Name: Sudhanshu Priyadarshi
Title: Chief Financial Officer

[Signature Page to Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMPANY:
WAWGD, INC., (DBA FORESIGHT SPORTS, INC.)
By:	/s/ Scott Werbelow
Name: Scott Werbelow
Title: President

[Signature Page to Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SELLER GUARANTORS:

/s/ Scott Werbelow

Name: Scott Werbelow

/s/ Scott Wilson

Name: Scott Wilson

/s/ Jon Watters

Name: Jon Watters

/s/ John W. Hoffee

Name: John W. Hoffee

/s/ Chris Kiraly

Name: Chris Kiraly

[Signature Page to Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SELLERS:
THE JOHN W. HOFFEE II DECLARATION OF TRUST DATED 04/05/1993
By:	/s/ John Hoffee
Name: John Hoffee
Title: Trustee
JON WATTERS AND SANDRA WATTERS, TRUSTEES OF THE WATTERS FAMILY LIVING TRUST DATED DECEMBER 10, 2014, AND ANY AMENDMENTS THERETO
By:	/s/ Jon Watters
Name: Jon Watters
Title: Trustee
SCOTT WERBELOW AND STACEY WERBELOW, TRUSTEES OF THE WERBELOW FAMILY LIVING TRUST DATED NOVEMBER 18, 2014, AND ANY AMENDMENTS THERETO
By:	/s/ Scott Werbelow
Name: Scott Werbelow
Title: Trustee
SCOTT A. WILSON AND SHANNON L. WILSON, TRUSTEES OF THE WILSON LIVING TRUST DATED JUNE 15, 1998, AND ANY AMENDMENTS THERETO
By:	/s/ Scott Wilson
Name: Scott Wilson
Title: Trustee
CHIRSTOPHER M. KIRALY AND SOKOUN S. KIRALY, AS TRUSTEES, OR THE SUCCESSORS IN INTEREST, OF THE KIRALY FAMILY LIVING TRUST, DATED JULY 29, 2015, AS AMENDED, TRUSTMAKER HUSBAND’S SEPARATE PROPERTY
By:	/s/ Chris Kiraly
Name: Chris Kiraly
Title: Trustee

[Signature Page to Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

NEWCO:
WAWGD NEWCO, Inc.
By:	/s/ Jon Watters
Name: Jon Watters
Title: President

[Signature Page to Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SELLER REPRESENTATIVE:
FORTIS ADVISORS LLC
By:	/s/ Ryan Simkin
Name: Ryan Simkin
Title: Managing Director

[Signature Page to Stock Purchase Agreement]

EXHIBIT 1

Sellers; Seller Guarantors

Seller	Seller Guarantor
The John W. Hoffee II Declaration of Trust Dated 04/05/1993	John Hoffee
Jon Watters and Sandra Watters, Trustees of the Watters Family Living Trust dated December 10, 2014, and any amendments thereto	Jon Watters
Scott Werbelow and Stacey Werbelow, Trustees of the Werbelow Family Living Trust dated November 18, 2014, and any amendments thereto	Scott Werbelow
Scott A. Wilson and Shannon L. Wilson, Trustees of the Wilson Living Trust dated June 15, 1998, and any amendments thereto	Scott Wilson
Christopher M. Kiraly and Sokoun S. Kiraly, as Trustees, or the successors in interest, of the Kiraly Family Living Trust, dated July 29, 2015, as amended, Trustmaker husband’s separate property	Christopher M. Kiraly

EXHIBIT 2

Restructuring Steps

The Restructuring shall be effected by the following transactions and election, in the following order:

1. Promptly, but in no event later than five (5) Business Days following the Agreement Date, the Sellers shall contribute all of the Company Stock to NewCo (the “Contribution”).

2. Effective as of the date of the Contribution, the Sellers shall cause NewCo to file an IRS Form 8869 (Qualified Subchapter S Subsidiary Election) electing to treat the Company as a “qualified subchapter S subsidiary” (within the meaning of Section 1361(b)(3)(B) of the Code) of NewCo (the “QSub Election”).

3. No less than one day following the QSub Election, NewCo shall cause the Company to convert from a California corporation to a California limited liability company pursuant to Articles of Organization – Conversion filed with the Secretary of State of the State of California (the “Conversion”).

EXHIBIT 3

Agreed Principles and Illustrative Working Capital Calculation

EXHIBIT 4

Form of Escrow Agreement

EXHIBIT 5

Form of Restrictive Covenant Agreement

EX-2.3

Exhibit 2.3

EXECUTION VERSION

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, 2022

TABLE OF CONTENTS

	Page
1.  DEFINITIONS		1
1.1.        Certain Matters of Construction		1
1.2.        Certain Definitions		2
2.  PURCHASE AND SALE OF SHARES; CLOSING		19
2.1.        Purchase and Sale of Shares		19
2.2.        Calculation of Purchase Price		19
2.3.        The Closing		20
2.4.        Closing Deliveries and Payments		20
2.5.        Estimated Purchase Price; Purchase Price Adjustment		21
2.6.        Earn-Out Payment		25
3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY		26
3.1.        Organization		26
3.2.        Authorization		27
3.3.        Capitalization and Subsidiaries		27
3.4.        No Violation or Approval; Consents		28
3.5.        Financial Statements, Etc.		28
3.6.        Undisclosed Liabilities		29
3.7.        Ordinary Course of Business; No Material Adverse Effect		29
3.8.        Taxes		29
3.9.        Real Property		33
3.10.      Title to Assets; Sufficiency		34
3.11.      Operations in Conformity with Law		34
3.12.       Employee Benefit Plans		34
3.13.       Intellectual Property		37
3.14.       Permits		42
3.15.       Environmental Matters		42
3.16.       Material Contracts		43
3.17.       Transactions with Affiliates		45
3.18.       Litigation; Governmental Orders		45
3.19.       Insurance		45
3.20.       Labor Matters		46
3.21.       Brokers		48
3.22.       Suppliers		48

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3.23.      Customers	48
3.24.      Anti-Corruption and Trade	49
3.25.      Inventory	50
3.26.      Customer Warranties	50
3.27.      Product Liabilities.	50
3.28.      Accounts Receivable; Accounts Payable	50
3.29.      COVID Measures	51
3.30.      Bank Accounts; Power of Attorney	51
3.31.      Solvency	51
4.  REPRESENTATIONS AND WARRANTIES OF SELLER	51
4.1.        Organization	51
4.2.        Authorization	52
4.3.        Title to Shares	52
4.4.        No Violation or Approval; Consents	52
4.5.        Litigation; Governmental Orders	53
4.6.        Brokers	53
5.  REPRESENTATIONS AND WARRANTIES RELATING TO BUYER	53
5.1.        Organization	53
5.2.        Authorization	53
5.3.        No Violation or Approval; Consents	53
5.4.        Litigation; Governmental Orders	54
5.5.        Available Funds; Solvency	54
5.6.        Brokers	54
5.7.        Investment Intent	54
6.  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER	54
6.1.        Representations and Warranties	54
6.2.        Performance of Obligations	55
6.3.        No Material Adverse Effect	55
6.4.        Company and Seller Compliance Certificates	55
6.5.        Secretary Certificate	55
6.6.        Payoff Letters	55
6.7.        FIRPTA Certificate	55
6.8.        Injunctions	55
6.9.        Regulatory Approval	56
6.10.      Escrow Agreement	56
6.11.      Restrictive Covenant Agreements	56

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6.12.       Termination of Affiliate Agreements	56
6.13.       Additional Requirements	56
7.  CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND SELLER	56
7.1.        Representations and Warranties	56
7.2.        Performance of Obligations	56
7.3.        Buyer Compliance Certificate	56
7.4.        Injunctions	56
7.5.        Regulatory Approval	56
7.6.        Payments	57
7.7.        Escrow Agreement	57
8.  COVENANTS OF THE PARTIES	57
8.1.        Access to Premises and Information	57
8.2.        Conduct of Business Prior to Closing	57
8.3.        Confidentiality	59
8.4.        Preparation for Closing; Antitrust Matters	61
8.5.        Business Records	62
8.6.        Tax Matters	63
8.7.        Further Assurances	67
8.8.        Indemnification of Directors and Officers	67
8.9.        Resignations	68
8.10.      Representation and Warranty Policy	69
8.11.      Financing Cooperation	69
8.12.      Bank Accounts	71
8.13.      Notification of Certain Matters	71
8.14.      Exclusive Dealing	72
8.15.      OP Form 10	72
8.16.      Section 280G Approval	72
9.  TERMINATION	73
9.1.        Termination	73
9.2.        Effect of Termination	74
9.3.        Regulatory Fees	74
10.  MISCELLANEOUS	75
10.1.      Non-Survival of Representations, Warranties, Covenants and Agreements	75
10.2.      Notices	76
10.3.      Expenses of Transaction	76
10.4.      Entire Agreement	77

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10.5.      Severability	77
10.6.      Amendment	77
10.7.      Parties in Interest	77
10.8.      Assignment	77
10.9.      Governing Law	77
10.10.    Consent to Jurisdiction	77
10.11.    Waiver of Jury Trial	78
10.12.    Reliance	78
10.13.    Specific Enforcement	78
10.14.    No Waiver	79
10.15.    Negotiation of Agreement	79
10.16.    Disclosure Schedules	79
10.17.    Non-Recourse	79
10.18.    DISCLAIMER	79
10.19.    Due Diligence Review	80
10.20.    Attorney-Client Privilege and Waiver of Conflicts	81
10.21.    Release	82
10.22.    Headings	83
10.23.    Counterparts; Electronic Signature	83
10.24.    Debt Financing	83
10.25.    Parent Guarantee	84

-iv-

EXHIBITS

Exhibit A – Accounting Principles

Exhibit B-1 – Adjusted EBITDA Rules and Adjusted EBITDA Illustrative Example

Exhibit B-2 – Closing Net Working Capital Calculation

Exhibit C – Form of Escrow Agreement

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SHARE PURCHASE AGREEMENT

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”).

WHEREAS, Seller owns all of the 100 outstanding shares of common stock, par value $0.001 per share, of the Company (such common stock being referred to herein as the “Common Stock” and such outstanding shares being referred to herein as the “Shares”);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, at the Closing (as defined below) all of the Shares, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and material inducement to Buyer’s execution and delivery of this Agreement, certain individuals have executed and delivered to Buyer a restrictive covenant agreement (collectively, the “Restrictive Covenant Agreements”).

NOW, THEREFORE, in consideration of the premises, representations and warranties and mutual covenants and agreements contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

1. DEFINITIONS.

1.1. Certain Matters of Construction. For purposes of this Agreement, except as specified otherwise, the words “hereof”, “herein”, “hereunder” and words of similar import will refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement will include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company. The word “including” means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

1.2. Certain Definitions. For purposes of this Agreement, the following terms will have the following meanings:

“280G Vote” is defined in Section 8.16.

“Accounting Principles” means the accounting methods and principles set forth on Exhibit A.

“Accrued Income Taxes” means an amount (not less than zero dollars ($0)) equal to the aggregate liability for any accrued and unpaid Income Taxes of the Group Companies for any Pre-Closing Tax Period or portion of any Straddle Period ending on the Closing Date (in each case, with respect to taxable periods (or portions thereof) ending on the Closing Date, determined in accordance with Section 8.6.3 and Section 8.6.4, as applicable), in each case, beginning after December 31, 2020 (regardless of whether due and payable as of the Closing), determined on a jurisdiction by jurisdiction basis (and which amount shall not be less than zero dollars ($0) for any jurisdiction), except as otherwise provided in the following sentence. Accrued Income Taxes shall be calculated (a) in a manner consistent with the past practice of the Group Companies, unless otherwise required by applicable Law, (b) by assuming that no actions are taken on the Closing Date after the Closing outside the ordinary course of business, (c) by excluding any Tax consequences resulting from any financing (or actions taken in respect of any financing) incurred by Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement, (d) by taking into account in the Pre-Closing Tax Period or portion of the Straddle Period ending on the Closing Date, as applicable, any Transaction Tax Deductions of the Group Companies to the maximum extent permitted under applicable Income Tax Law, (e) by taking into account any prepayment of Income Taxes (including estimated Taxes) by the Group Companies prior to the Closing to the extent such prepayment (including estimated Taxes) actually reduces the liability for Income Taxes with respect to any applicable Pre-Closing Tax Period, or portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), (f) by excluding any deferred Tax assets and liabilities, and (g) by including in taxable income the aggregate amount of the adjustment pursuant to Section 481(a) of the Code (or any corresponding or similar provision of state, local or non-U.S. law) of an amount equal to the Section 481(a) Amount.

“Action” means any claim (including any cross-claim or counterclaim), suit, litigation, action, proceeding, compliant, petition, mediation, hearing, audit, inspection, order, inquiry, request for information, dispute resolution process, arbitration or investigation, whether civil, criminal, administrative or investigative, formal or informal, and including any appellate proceeding arising therefrom, in each case, brought, conducted or heard by or before, or otherwise involving any court or other Governmental Authority, arbitrator or arbitration panel, mediator, or other similar tribunal.

“Actual Fraud” means an actual fraud with respect to the representations and warranties made in Articles 3, 4, or 5 of this Agreement, which involves a knowing and intentional misrepresentation of material fact in such representations and warranties with the intent of inducing any other party hereto to enter into this Agreement and upon which such other party relied to its detriment under applicable Laws and this Agreement (including in any schedule or certificate delivered pursuant to this Agreement and for the avoidance of doubt, excluding any theory of fraud premised upon constructive fraud, negligent misrepresentation or omission, recklessness or negligence).

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“Adjusted EBITDA” means earnings before interest, taxes, depreciation, and amortization, which shall be subject to the adjustments and calculated in accordance with the methodologies set forth on Exhibit B-1 attached hereto.

“Affiliate” means, as to any Person, any other Person controlling, controlled by or under common control with such Person, or, as to a Person that is a natural Person, any other Person who is a member of such natural Person’s immediate family (i.e., a spouse, parent, child (including an adopted child) or grandchild of that individual). For the purposes of this definition, “controlling”, “controlled” and “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Affiliate Agreement” is defined in Section 3.17.

“Affiliated Group” means any affiliated, consolidated, combined, or unitary group for Income Tax purposes, including an “affiliated group” within the meaning of Code Section 1504(a) or any similar provision of state, local, or foreign Law.

“Agreement” is defined in the Preamble.

“Alternative Transaction” is defined in Section 8.14.

“Annual Financial Statements” is defined in Section 3.5.1.

“Bank Accounts” is defined in Section 3.30.

“Base Purchase Price” means $540,000,000.

“Business” means the business of the Group Companies as conducted as of the date hereof.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions are required or authorized to close in the City of San Francisco, California or New York, New York.

“Buyer” is defined in the Preamble.

“Buyer Released Party” is defined in Section 10.21.2.

“Buyer Releasing Party” is defined in Section 10.21.1.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) and any similar or successor Law or executive order or executive memo (including, without limitation, IRS Notice 2020-65, and IRS Notice 2021-11), and any subsequent Law or administrative guidance to the extent intended to address the consequences of coronavirus (COVID-19) disease and the severe acute respiratory syndrome coronavirus 2 (SARS-CoV2) virus, including the Health and Economic Recovery Omnibus Emergency Solutions Act.

“Closing” is defined in Section 2.3.

“Closing Cash” shall mean an amount equal to the sum as of the Measurement Time of all cash and cash equivalents of the Group Companies (including demand deposits, money market or similar accounts and short-term investments and any earned interest thereon), determined in

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accordance with the Accounting Principles; provided, that the Closing Cash will exclude Trapped Cash and any amounts of cash used by the Group Companies after the Measurement Time and prior to the Closing to pay or otherwise satisfy any amount that would otherwise be included in the calculation of Closing Indebtedness or Transaction Expenses.

“Closing Date” is defined in Section 2.3.

“Closing Indebtedness” shall mean the Indebtedness determined as of immediately prior to the Closing.

“Closing Net Working Capital Amount” means the Current Assets less the Current Liabilities as of the Measurement Time; provided, that the Closing Net Working Capital Amount shall not take into account any assets or liabilities otherwise taken into account in calculating the Purchase Price pursuant to Section 2.2. Closing Net Working Capital Amount shall be determined and calculated in accordance with the Accounting Principles and in a manner consistent with the presentation in the Closing Net Working Capital Calculation Schedule.

“Closing Net Working Capital Calculation Schedule” means a sample calculation of the Closing Net Working Capital Amount as of the date set forth therein, attached as Exhibit B-2, which has been provided for illustration purposes only.

“Closing Net Working Capital Excess” means the amount by which the Closing Net Working Capital Amount exceeds the Estimated Closing Net Working Capital Amount.

“Closing Net Working Capital Shortfall” means the amount by which the Estimated Closing Net Working Capital Amount exceeds the Closing Net Working Capital Amount.

“Closing Statement” is defined in Section 2.5.2.

“Closing Statement Due Date” is defined in Section 2.5.2.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” is defined in the Preamble.

“Company Data and Data Sets” is defined in Section 3.13.6(c).

“Company Intellectual Property Rights” means all Intellectual Property Rights owned by the Group Companies or used by the Group Companies in connection with the Business, including all Intellectual Property Rights in and to Company Technology including such rights in the Products.

“Company Material IP” is defined in Section 3.13.1.

“Company Plan” is defined in Section 3.12.1.

“Company Sensitive Information” has the meaning set forth in Section 3.13.6(a).

“Company Software” is defined in Section 3.13.8

“Company Subsidiaries” is defined in Section 3.3.2.

“Company Technology” means any and all Technology owned by the Group Companies.

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“Confidentiality Agreement” is defined in Section 8.1.

“Contemplated Transactions” means the transactions contemplated by this Agreement and any other Transaction Documents.

“Contract” means any binding written or oral contract, agreement, lease, sublease, license, instrument, note, commitment or other similar undertaking.

“Copyleft Software” means any software code that is distributed under Open License Terms that: (a) require, as a condition of use, modification, and/or distribution, that other software code incorporated into, derived from or distributed with such software code also be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making modifications or derivative works, or (iii) redistributable at no charge; or (b) otherwise impose any other material limitation, restriction, or condition on the right or ability of the Group Companies to use or modify any Group Company’s products or services or distribute any Group Company’s products or services.

“COVID-19” means SARS-CoV-2 or COVID-19, and any variants, evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

“COVID-19 Actions” means any commercially reasonable actions that the Group Companies reasonably determine are necessary or prudent for the Group Companies to take in connection with or in response to (a) protect the health and safety of customers, employees and other business relationships in connection with, or in response to, COVID-19 or any other related global or regional health event or circumstance, or (b) ensure compliance with any Law, recommendations or restrictions imposed by the Centers for Disease Control and Prevention or any other Governmental Authorities or quasigovernmental authorities having jurisdiction over the Group Companies in response to COVID-19, including the COVID-19 Measures; provided, however, to the extent that any action is not legally required or recommended in accordance with the foregoing clause (b), then Seller shall consult with Buyer in good faith prior to taking any action that it reasonably determines is necessary or prudent for the Group Companies.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, Governmental Order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (CARES), the Covid-19 Emergency Response Act (Canada), and any similar Laws from foreign jurisdictions.

“Current Assets” means the consolidated current assets of the Group Companies, determined in accordance with the Accounting Principles and including only the line items set forth on the Closing Net Working Capital Calculation Schedule; provided that (a) Closing Cash shall not constitute Current Assets and (b) Income Tax assets and deferred Tax assets will not constitute Current Assets and current non-Income Tax assets will constitute Current Assets.

“Current Liabilities” means the consolidated current liabilities of the Group Companies, determined in accordance with the Accounting Principles and including only the line items set forth on the Closing Net Working Capital Calculation Schedule; provided that (a) current non-Income Tax liabilities will constitute Current Liabilities and (b) the following will not constitute Current Liabilities: (i) Closing Indebtedness (including any accrued interest related thereto), (ii) Income Tax liabilities and deferred Tax liabilities, and (iii) Transaction Expenses.

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“D&O Expenses” is defined in Section 8.8.2.

“D&O Indemnifiable Claim” is defined in Section 8.8.2.

“D&O Indemnified Person” is defined in Section 8.8.1.

“D&O Indemnifying Party” is defined in Section 8.8.2.

“D&O Insurance” is defined in Section 8.8.3.

“D&O Losses” is defined in Section 8.8.2.

“Debt Financing” is defined in Section 8.11.1.

“Debt Payoff Amount” is defined in Section 2.4.1(d).

“Deficiency Amount” is defined in Section 2.5.5.

“Designated Accounting Firm” is defined in Section 2.5.3(d).

“Disclosure Schedules” means the various disclosure schedules to this Agreement that are being delivered by Seller and the Company in connection with the execution and delivery hereof.

“Dispute Notice” is defined in Section 2.5.3(b).

“Due Date” means the due date with respect to an applicable Tax Return (taking into account valid extensions).

“Earn-Out Compensatory Payment” is defined in Section 2.6.4.

“Earn-Out Employee Portion Amount” means the sum of (a) the aggregate value of the amount of the Earn-Out Payment to be payable pursuant to the Fox Head, Inc. Long Term Incentive Plan to the individuals and in the amounts set forth on Schedule 1.2(a), plus (b) the aggregate value of the Earn-Out Payment to be payable pursuant to the Special CoC Bonus Plan to the individuals and in the amounts set forth on Schedule 1.2(b), plus (c) the employer portion of any payroll, social security, unemployment and similar Taxes related to the amounts payable pursuant to clauses (a) and (b).

“Earn-Out Milestone” has the meaning set forth in Section 2.6.1.

“Earn-Out Milestone Statement” has the meaning set forth in Section 2.6.2.

“Earn-Out Payment” has the meaning set forth in Section 2.6.1.

“Earn-Out Period” has the meaning set forth in Section 2.6.1.

“Earn-Out Target” means $55,000,000.

“Earn-Out Threshold” means $44,000,000.

“Electronic Data Room” means, collectively, the electronic data rooms established by Seller and the Company in connection with the transactions contemplated hereby located at services.intralinks.com., entitled “Project RAMPAGE Limited Data Room”, “Project Rampage Clean Room”, and “RAMPAGE Vista GT Requests”.

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“Employee Plan” means any plan, program, policy, practice, agreement, material undertaking, or arrangement (whether oral or written, formal or informal, funded or unfunded) that is: (a) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, (b) a stock bonus, stock ownership, stock purchase, stock option, equity, phantom stock, or equity-based incentive, (c) any other deferred-compensation, severance, termination, separation, notice, change in control, retention, health or welfare, cash incentive or commission, vacation pay, sick pay, profit-sharing, retirement, supplemental retirement, pension, or material fringe-benefit plan, program, agreement or arrangement, or (d) any and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, including any medical benefit, dental treatment, drug benefit plan, life and other insurance plan including accident insurance, vision, long-term and short-term disability; and any such plan, program, policy, or arrangement that is maintained, sponsored, or contributed to by any Group Company for the benefit of employees outside of the United States.

“Enforceability Exceptions” is defined in Section 3.2.

“Environmental Claims” means any claims, notices of noncompliance or violation or Action by any Governmental Authority or Person alleging any liability arising under any Environmental Law or demanding payment, contribution, indemnification, remedial action, removal action, financial assurance or any other action or inaction with respect to any actual or alleged environmental damage, condition or event or injury to persons, property or natural resources.

“Environmental Laws” means all federal, provincial, state and local Laws, statutes, regulations, and ordinances concerning pollution or protection of human health or the environment, including any Law relating to the use, transportation, storage, disposal, release or threatened release of any Hazardous Substance, as such of the foregoing are promulgated and in effect on or prior to the Closing Date.

“Environmental Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“Equity Interests” means: (a) any shares, interests, participations or other equivalents (however designated) of capital stock of a company or corporation, (b) any ownership interests in a Person other than a corporation, including membership interests, partnership interests, joint venture interests and beneficial interests; and (c) any warrants, options, convertible or exchangeable securities, calls or other rights to purchase or acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations issued thereunder.

“Escrow Account” means the account established by the Escrow Agent pursuant to the terms of the Escrow Agreement into which the Escrow Amount will be deposited at Closing.

“Escrow Agent” means Citibank, N.A. in its capacity as escrow agent.

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“Escrow Agreement” means the Escrow Agreement to be entered into on or prior to the Closing Date by and among Buyer, the Escrow Agent and Seller, in substantially the form attached as Exhibit C.

“Escrow Amount” means $5,000,000.

“Estimated Closing Cash” is defined in Section 2.5.1.

“Estimated Closing Indebtedness” is defined in Section 2.5.1.

“Estimated Closing Net Working Capital Amount” is defined in Section 2.5.1.

“Estimated Closing Net Working Capital Excess” means the amount by which the Estimated Closing Net Working Capital Amount exceeds the Target Net Working Capital Amount.

“Estimated Closing Net Working Capital Shortfall” means the amount by which the Target Net Working Capital Amount exceeds the Estimated Closing Net Working Capital Amount.

“Estimated Closing Statement” is defined in Section 2.5.1.

“Estimated Purchase Price” means an amount equal to (a) the Base Purchase Price, plus (b) the Earn-Out Payment (solely for purposes of the calculation of which, the parties hereto agree that the Earn-Out Payment shall be deemed to equal zero dollars ($0)), plus (c) the Estimated Closing Cash, minus (d) the Estimated Closing Indebtedness, minus (e) the Estimated Transaction Expenses, and (f) either plus the Estimated Closing Net Working Capital Excess or minus the Estimated Closing Net Working Capital Shortfall, as applicable.

“Estimated Transaction Expenses” is defined in Section 2.5.1.

“Excess Amount” is defined in Section 2.5.4.

“Existing Employment Agreements” is defined in Section 3.20.3.

“Expert Calculations” is defined in Section 2.5.3(d).

“Expiration Date” is defined in Section 9.1.4.

“Expiration Date Reverse Termination Fee” is defined in Section 9.3.1.

“Financial Statements” is defined in Section 3.5.1.

“Financing Parties” means the Financing Sources, their respective Affiliates, the Financing Sources’ and their respective Affiliates’ respective equityholders, members, general or limited partners, investment vehicles and Representatives, and the respective permitted successors and assigns of each of the foregoing.

“Financing Sources” means each Person that has committed to provide or arrange or otherwise entered into any commitment letter, engagement letter, credit agreement, underwriting agreement, purchase agreement, indenture or other agreement with Buyer or any of its Affiliates in connection with, or that is otherwise acting as an arranger, bookrunner, underwriter, initial purchaser, placement agent, administrative agent or collateral agent, trustee or a similar representative in respect of, any Debt Financing.

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“Foreign Working Capital Needs” means in respect of (a) Fastco Asia Limited, $100,000, (b) Fox Head Europe S.L.U. and its Subsidiaries, $400,000, (c) Fox Head Canada, Inc., $0, and (d) Fox Asia Sourcing and Trading Company Ltd, $0.

“Fox Holdco” means Fox Holdco, Inc., a Delaware corporation directly and wholly owned by the Company.

“Fundamental Representations” means the representations and warranties set forth in Sections 3.1 (Organization), Section 3.2 (Authorization), Section 3.3 (Capitalization and Subsidiaries), Section 3.4.5 (No Violations of Organizational Documents), Section 3.21 (No Brokers), Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Titles to Share) and Section 4.6 (No Brokers).

“GAAP” means United States generally accepted accounting principles.

“Governmental Authority” means any United States, or any foreign, federal, state, provincial, municipal or local government, or political subdivision thereof, or any multinational organization or authority, or any other authority, agency, body, board, registrar, ministry or commission entitled to exercise any administrative, executive, judicial, quasi-judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body, or any tribunal or legislative representative or body thereof.

“Governmental Order” means any ruling, award, decision, injunction, judgment, order, stipulation, determination, decree or subpoena entered, issued or made by, or settlement or agreement with, any Governmental Authority.

“Group Company/ies” means, collectively, the Company and the Company Subsidiaries.

“Hazardous Substance” means (a) any pollutant, petroleum, or any fraction thereof, contaminant or toxic or hazardous material, substance or waste, under any applicable Environmental Law (b) oil, petroleum, natural gas, natural gas liquids, synthetic gas, drilling fluids, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any explosives or any radioactive materials, (d) asbestos in any form, (e) polychlorinated biphenyls, (f) toxic mold, mycotoxins or microbial matter (naturally occurring or otherwise), (g) Per- and Polyfluoroalkyl Substances and (h) infectious waste.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Illegal Business Practice Laws” means, collectively, all anti-bribery, anti-corruption, anti-fraud and anti-money laundering Laws to which any Group Company is subject, including Chapter 11 of Title 18 of the United States Code, the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the Corruption of Foreign Public Officials Act (Canada), all U.S., Canada, and foreign Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and any other Laws, including those of any state, province or municipality, that prohibit the (a) corrupt payment, transfer, or offer, promise, or authorization of, or acquiescence in, directly or indirectly, the payment, transfer or provision, of anything of value (including gifts or entertainment) to, or for the benefit or at the behest of, any representative of a Governmental Authority or commercial entity or (b) any other payment or provision, or any improper offer, promise or authorization of, or acquiescence in, anything of value or any other payment in connection with any business activity of the Group Companies, including any pay-for-play practices; in each case, whether to obtain or maintain any business opportunity or advantage, prevent or limit any business disadvantage or detriment or otherwise.

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“Inbound IP Contracts” is defined in Section 3.13.2.

“Income Tax” means any Taxes imposed on or based on or measured with respect to net income (however denominated).

“Income Tax Return” means any Tax Return with respect to Income Taxes.

“Indebtedness” means with respect to the Group Companies and without duplication, all outstanding liabilities of the Group Companies: (a) in respect of indebtedness for borrowed money (including the current portion thereof and amounts outstanding under any overdraft facilities) (b) evidenced by notes, debentures or similar instruments (other than surety bonds or similar instruments), but only to the extent called or drawn prior to the Closing, (c) for the capitalized liability under all capital leases of the Group Companies (determined in accordance with the Accounting Principles), (d) all deferred payments, and other obligations of such Person to secure all or part of the purchase price of property, securities, goods or services (including seller notes, earn-out payments, contingent bonuses or similar obligations) (other than ordinary trade accounts payable or accruals included in the calculation of Closing Net Working Capital Amount), (e) the amount of Accrued Income Taxes, (f) the amount of the employer portion of any payroll Taxes of any Group Company that have been deferred from a Pre-Closing Tax Period to a Post-Closing Tax Period pursuant to the CARES Act, the Covid-19 Emergency Response Act (Canada), or any other similar Law, to the extent unpaid immediately prior to the Closing, (g) all Liabilities of the Group Companies in regard to guaranties or sureties of third parties by such Group Company, regardless of whether by payment or performance, or whether such guaranties are in the form of letters of credit, deposits, bonds, insurance or other forms of security, indemnity, surety or guaranty; (h) deferred revenues to the extent they are customer deposits paid in cash for products sold or cash receipts in advance of a sale, (i) all amounts payable to the participants of the Fox Head, Inc. Long Term Incentive Plan, excluding clause (a) of the Earn-Out Employee Portion Amount, (j) all amounts due under any future derivative, swap, collar, put, call, forward purchase or sale transaction, fixed price contract or other agreement that is intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in interest rates, currencies basis risk or the price of commodities, including the net cost of unwinding and terminating such arrangements, (k) with respect to guarantees of obligations of the types described in clauses (a) through (j) above of any other Person or (l) any accrued interest or due and payable prepayment penalties or premiums related to any of the foregoing, and excluding, for the avoidance of doubt, all Tax liabilities other than with respect to clauses (e) and (f) above; provided, that any Accrued Income Taxes included in Indebtedness will be calculated as of the close of the Closing Date disregarding any payments made on or after the Closing Date from Closing Cash that reduce the amount of any Taxes that would otherwise be included in the calculation of Accrued Income Taxes; provided further, that Indebtedness shall be reduced by any net asset position of any amounts due under clause (j) above; provided further, that Indebtedness shall not take into account any (i) amount included in Transaction Expenses or otherwise treated as a liability in the calculation of Closing Net Working Capital Amount, (ii) intercompany obligations between or among the Group Companies or (iii) obligations related to leases classified as operating in nature, in accordance with GAAP, in the Financial Statements.

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“Information Privacy and Security Laws” means all applicable Laws relating to data privacy, data protection, or data security, including, the EU General Data Protection Regulation (GDPR), the Personal Information Protection and Electronic Documents Act (Canada), the Health Insurance Portability and Accountability Act, the Gramm-Leach-Bliley Act, the Federal Information Security Management Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Federal Trade Commission Act, the Privacy Act of 1974, the CAN-SPAM Act, Canadian Anti-Spam Law, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children’s Online Privacy Protection Act, state data security Laws, state social security number protection Laws, state data breach notification Laws, and Laws concerning the communication of electronic messages requirements for website and mobile application privacy policies and practices, electronic monitoring or recording of any outbound communications.

“Inside Date Period” means the period of twenty (20) consecutive Business Days immediately following the date of this Agreement, provided that the period from and including July 1, 2022 to and including July 5, 2022 shall not be considered Business Days for purposes of the Inside Date Period.

“Intellectual Property Rights” means all right, title, and interests in and to all intellectual property rights of every kind and nature however denominated, throughout the universe, including: (a) patents, industrial designs, and inventions whether or not patentable, along with any improvements, ideas, concepts, formulas, techniques, methods, prototypes, protocols, and processes associated with the foregoing, (“Patents”), (b) copyrights and works of authorship, whether or not copyrightable, mask work rights, (c) confidential information, trade secrets, know-how, data, data sets, database rights, and any other information that derives independent economic value (actual or potential) from not being generally known to and not being readily ascertainable by proper means by a person able to obtain economic value from its use or disclosure, including drawings, bills of material and other tangible or electronic materials embodying the foregoing and relating to products or services made or sold or otherwise distributed by any Group Company; (d) trademarks, trade names, service marks, service names, brands, corporate names (including “doing business as” or “d/b/a” registrations), trade dress and logos, including in each case, those associated with domain names and all other indicia or identifiers of source or origin, and the goodwill and activities associated in connection with the foregoing (“Trademarks”); (e) domain names and social media account names or identifiers; (f) Software; (g) hardware; and (h) all other intellectual and related proprietary rights, whether protected, created, or arising by operation of law, in each case whether (i) granted under common law or by statute; (ii) registered or unregistered; (iii) published or unpublished; (i) any and all registrations, applications, recordings, licenses, common-law rights, statutory rights, and contractual rights relating to any of the foregoing; and (j) all Actions and rights to sue at law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions, or other extensions of legal protections pertaining thereto.

“Interim Financial Statements” is defined in Section 3.5.1.

“IP Contracts” is defined in Section 3.13.2.

“Knowledge of the Company” means the actual knowledge of Jeff McGuane, Tanya Fischesser, Marci Gerlach, Julian Bretagne, Kelly Carioti and Kyle Beaird, after reasonable due inquiry of such individuals’ applicable direct reports.

“Law” means any federal, state, supra-national, provincial, regional, municipal or local statute, law, principle of common law or equity, by-law, treaty, ordinance, code, rule, regulation, guidance by any Governmental Authority, or Governmental Order, in each case whether domestic or foreign.

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“Leased Real Property” is defined in Section 3.9.2.

“Liability” means any and all liabilities and obligations of any kind or nature, whether accrued or fixed, asserted or unasserted, known or unknown, absolute or contingent, matured or unmatured, or determined or determinable and whether or not required under GAAP to be accrued on financial statements, including any liability for Taxes.

“Lien” means any hypothec, mortgage, pledge, lien (statutory or otherwise), prior claim, security interest, encumbrance, servitude, charge, condition, equitable interest, option, easement, right of way, right of first refusal, right of first offer, or other similar right or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Lookback Date” means January 1, 2019.

“Material Adverse Effect” means any event, change, fact, condition, circumstance or occurrence that, when considered individually or in the aggregate with all other events, changes, facts, conditions, circumstances or occurrences, has or would reasonably be expected to have a material adverse effect on, or material adverse change in, the Business (including its assets and operations), financial condition or results of operations of the Group Companies, taken as a whole; provided, however, that any such event, change, fact, condition, circumstance, occurrence or effect caused by or resulting from any of the following shall not be considered, and shall not be taken into account in determining the existence of, a “Material Adverse Effect”: (a) the announcement, pendency or consummation of the Contemplated Transactions, or the execution of this Agreement or the performance of obligations hereunder, including the impact of any of the foregoing on the antitrust, competition, foreign direct investment, trade, pre-merger notification or other regulatory process and relationships with customers, suppliers, employees or independent contractors, (b) conditions affecting the global economy or the financial, credit, commodities or capital markets as a whole (including changes in interest rates or the availability of the Debt Financing), or generally affecting the industries in which the Group Companies conduct their Business, (c) any change in, adoption of, or change in the interpretation or adoption of any applicable Law or GAAP, (d) any national or international political or social conditions, including the engagement or continuation of the United States in hostilities or the escalation thereof, or the occurrence or the escalation of any military or terrorist attack upon the United States, any of its territories, possessions, diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, or any cyber terrorism, or the conflict between the Russian Federation and Ukraine including the impact of any sanctions or embargos related thereto and any involvement of member states of the North Atlantic Treaty Organization and any effects thereof (e) pandemics, earthquakes, hurricanes, floods or other natural disasters (including COVID-19 and COVID-19 Actions), (f) the failure by any of the Group Companies to meet any revenue or earnings projections, forecasts or predictions, (g) any action taken by, or with the consent of, Buyer or any of its Affiliates with respect to the Contemplated Transactions or with respect to the Group Companies, or (h) any action by Seller or its Affiliates required to be taken, or permitted to be taken, by this Agreement; except, in the case of any of the foregoing clauses (b), (c) (d) and (e) to the extent such changes or effects would have a materially disproportionate effect on any of the Group Companies compared to other Persons in the industries and geographic regions in which the Group Companies conduct their Business.

“Material Contract” is defined in Section 3.16.1.

“Material Customers” is defined in Section 3.23.

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“Material Vendors” is defined in Section 3.22.

“Measurement Time” means 12:01 a.m. (San Francisco, California time) on the Closing Date.

“Non-Reviewed Return” is defined in Section 8.6.2(e).

“Non-Recourse Party” is defined in Section 10.17.

“Occurrences” means any individual or set of existences, events, developments, omissions, situations, occurrences, circumstances, facts or takings.

“Off-The-Shelf Software” means any commercially-available software, product or service used by the Group Companies in the Business that is licensed from a third party with fees less than $10,000 per year.

“OP Form 10” means the registration statement on Form 10 to be filed by Buyer or one of its Affiliates with the Securities and Exchange Commission in connection with the OP Spin-Off, including any exhibits attached thereto, and any amendments or supplements thereto.

“OP Spin-Off” means the proposed separation of the Outdoor Products segment and the Sporting Products segment of Parent into two independent, publicly traded companies via a spin-off of the Outdoor Products segment to shareholders of Parent, and any transactions related to such separation.

“Open License Terms” means terms in any license, distribution model or other agreement for software, libraries or other code (including middleware and firmware) (a “Work”) which require, as a condition of use, reproduction, modification, and/or distribution of the Work (or any portion thereof) or of any other software, libraries, or other code (or a portion of any of the foregoing) in each case that is incorporated into or includes, relies on, is linked to or with, is derived from in any manner (in whole or in part), or is distributed with a Work (collectively, “Related Software”), any of the following: (a) the making available of source code or any information regarding the Work or any Related Software; (b) the granting of permission for creating modifications to or derivative works of the Work or any Related Software; (c) the granting of a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, to any Person under Intellectual Property Rights (including Patents) regarding the Work alone, any Related Software alone, or the Work or Related Software in combination with other hardware or software; (d) the imposition of any restrictions on future patent licensing terms, or other abridgement or restriction of the exercise or enforcement of any Intellectual Property Rights through any means; (e) the obligation to include or otherwise communicate to other Persons any form of acknowledgement and/or copyright notice regarding the origin of the Work or Related Software; or (f) the obligation to include disclaimer language, including warranty disclaimers and disclaimers of consequential damages. By means of example only, Open License Terms includes any versions of the following agreements, licenses, or distribution models: (i) the GNU General Public License (GPL); (ii) Lesser/Library GPL (LGPL); (iii) the Common Development and Distribution License (CDDL); (iv) the Artistic License (including PERL); (v) the Netscape Public License; (vi) the Sun Community Source License (SCSL) or the Sun Industry Standards License (SISL); (vii) the Apache License; (viii) the Common Public License; (ix) the Affero GPL (AGPL); (x) the Berkley Software Distribution (BSD); (xi) the Mozilla Public License (MPL); or (xii) any licenses that are defined as OSI (Open Source Initiative) licenses as listed on the opensource.org website.

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“Open Source Software” means any software, libraries, or other code that is licensed under, or is otherwise subject to, Open License Terms.

“Organizational Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its affairs, such as the certificate or articles of incorporation, public deed, organization or formation of such Person and any limited liability company, operating or partnership agreement, by-laws or similar documents or agreements relating to the legal organization of such Person.

“Outbound IP Contracts” is defined in Section 3.13.2.

“Parent” is defined in the Preamble.

“Parent Obligations” is defined in Section 10.25.

“Patents” has the meaning set forth in the definition of Intellectual Property Rights.

“Payoff Letters” means the payoff letters from each of the holders of Closing Indebtedness for borrowed monies to be paid at Closing, indicating in such payoff letter that, upon payment of a specified amount, the amount of such Closing Indebtedness owed or owing to the holder of Closing Indebtedness thereunder shall be fully paid and discharged, with no further obligations or Liabilities of the Company or the Business in respect thereof, and that all Liens in respect of such Closing Indebtedness shall be released upon payment of the amount set forth in such Payoff Letter.

“Permits” is defined in Section 3.14.

“Permitted Liens” means (a) statutory Liens for current Taxes, special assessments or other governmental and quasi-governmental charges not yet due and payable, or Liens for Taxes the amount or validity of which is being contested in good faith or for which an adequate reserve has been established in accordance with GAAP, (b) landlords’, warehousepersons’, mechanics’, materialmens’ or carriers’ Liens to secure claims for labor, material or supplies and other similar Liens, (c) Liens incurred or deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension programs mandated under applicable Laws or other social security regulations, (d) zoning, building, entitlement and other land use regulations or restrictions, (e) the interests of the lessors and sublessors of any leased properties and leases and notices of leases, (f) easements, servitudes, or rights of way and other imperfections of title, encroachments or encumbrances that do not materially interfere with the present use of the property related thereto, (g) any non-exclusive license of Intellectual Property Rights or other intangible assets granted in the ordinary course of business and (h) Liens incurred in the ordinary course of business that do not secure or relate to monetary obligations and that have not had and would not reasonably be expected to have a material impact on the Group Companies.

“Person” means any natural person or any corporation, general or limited partnership, company (including any limited liability company or joint stock company), limited liability partnership, joint venture, estate, trust, firm, association, organization, or other legal entity or Governmental Authority.

“Personal Information” means any information or data (i) that can be used, directly or indirectly, alone or in combination with other information possessed or controlled by the Group Companies, to identify an individual (including name, address, telephone number, email address, credit or payment card information, bank account number, financial data or account information,

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password combinations, customer account number, date of birth, government-issued identifier, social security number, race, ethnic origin/nationality, photograph and mental or physical health or medical information) or (ii) defined as “personal data”, “personal information”, “personally identifiable information” or any similar term by applicable Information Privacy and Security Laws.

“Post-Closing Representation” is defined in Section 10.20.

“Post-Closing Tax Period” means any taxable period or portion of a Straddle Period beginning after the Closing Date.

“Potential Parachute Payments” is defined in Section 8.16.

“Pre-Closing Period Income Tax Return” is defined in Section 8.6.2(a).

“Pre-Closing Period Non-Income Tax Return” is defined in Section 8.6.2(e).

“Pre-Closing Representation” is defined in Section 10.20.

“Pre-Closing Tax Period” means any taxable period or portion of a Straddle Period ending on or prior to the Closing Date.

“Prior Company Counsel” is defined in Section 10.20.

“Products” is defined in Section 3.27.

“Purchase Price” is defined in Section 2.2.1.

“Qualifying Termination” is defined in Section 9.3.1.

“R&W Insurance Policy” means the representations and warranties insurance policy issued to Buyer in connection with the transactions contemplated hereby.

“Real Property Leases” is defined in Section 3.9.2.

“Records” is defined in Section 8.1.

“Reference Balance Sheet” is defined in Section 3.5.1.

“Reference Balance Sheet Date” is defined in Section 3.5.1.

“Regulatory Reverse Termination Fee” is defined in Section 9.3.1.

“Related Party” means any officer, director, shareholder or Affiliate of any Group Company or any immediate family member of any such Person.

“Related Software” has the meaning set forth in the definition of “Open License Terms”.

“Relevant Service Provider” is defined in Section 3.12.5.

“Representative” means, with respect to any Person, any director, officer or employee of such Person and any agent, consultant, legal, accounting, financial or other advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

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“Required Financial Information” means (a) (i) the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020 and December 31, 2021 and (ii) the related audited consolidated statements of comprehensive income and cash flows for the fiscal years ended December 31, 2020 and December 31, 2021, in each case audited in accordance with the American Institute of Certified Public Accountants (“AICPA”) standards, (b) (i) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of any subsequent fiscal quarter (other than the fiscal quarter ended March 31, 2022 and other than the fourth fiscal quarter of any fiscal year) ended at least 45 days prior to the Closing Date and (ii) the related unaudited consolidated statements of comprehensive income and cash flows for the year to date period ended as of the date of such balance sheet (together with comparative information for the corresponding period in the prior fiscal year), in each case reviewed by the Company’s independent accountants as provided in the Statement on Auditing Standards No. 100 (Interim Financial Information) issued by the AICPA Auditing Standards Board, at Buyer’s sole cost and expense, and (c) all other financial information of the Company and the Company Subsidiaries reasonably requested by Buyer the preparation of which does not unreasonably interfere with the operations of the Group Companies (i) to permit Buyer and its Affiliates to prepare customary pro forma financial statements in accordance with Regulation S-X, (ii) of the type and form customarily included in an offering memorandum for private placements of non-convertible debt securities pursuant to Rule 144A promulgated under the Securities Act or (iii) in connection with the filing of the OP Form 10 to the extent customarily provided in other Form 10s filed with the Securities and Exchange Commission by registrants that have acquired a business with a similar level of significance under Regulation S-X as the Company and the Company Subsidiaries.

“Restrictive Covenant Agreements” is defined in the Recitals.

“Review Period” is defined in Section 2.5.3(b).

“Section 280G” is defined in Section 8.16.

“Section 481(a) Amount” means (a) if the Closing occurs in 2022, an amount equal to $306,000 or (b) if the Closing occurs in 2023, an amount equal to $0.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Breach” means any (i) unauthorized disclosure of, or unlawful access to, or acquisition of, Personal Information requiring notice under applicable Information Privacy and Security Laws or any other data included as part of the Company Data and Data Sets, or (ii) a ransomware, denial of service (DoS) or other cyberattack or data security incident that results in a material business disruption affecting the Systems of the Group Companies or material harm to the Group Companies.

“Seller” is defined in the Preamble.

“Seller Pre-Closing Communications” is defined in Section 10.20.

“Seller Released Party” is defined in Section 10.21.1.

“Seller Releasing Party” is defined in Section 10.21.2.

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“Sensitive Data” means all confidential information, proprietary information, Personal Information, trade secrets and any other information protected by Information Privacy and Security Laws or contract that is collected, created, maintained, stored, transmitted, used, disclosed or otherwise processed by or for a Group Company.

“Shares” is defined in the Recitals.

“Software” means computer software, programs, data, and databases in any form, including internet web sites, and all versions, updates, corrections, enhancements, replacements, and modifications thereof, and all documentation related thereto.

“Solvent” shall mean, with respect to any Person, that (i) the sum of the assets, at a fair market valuation, of such Person and its Subsidiaries (on a consolidated basis) and of each of them (on a stand-alone basis) exceeds their respective liabilities, (ii) each of such Person and its Subsidiaries (on a consolidated basis) and each of them (on a stand-alone basis) has not incurred and does not intend to incur, and does not believe that it will incur, debts or other liabilities beyond its ability to pay such debts and other liabilities as such debts and other liabilities mature or become due and (iii) each of such Person and its Subsidiaries (on a consolidated basis) and each of them (on a stand-alone basis) has sufficient capital with which to conduct its business in which it is engaged or will be engaged.

“Special CoC Bonus Plan” means the cash bonus plan providing for bonuses to be paid at the Closing, and at the time of the Earn-Out Payment, if any, payable to those individuals in accordance with Schedule 1.2(b).

“Straddle Period” means any Tax period beginning on or before, and ending after, the Closing Date.

“Subsidiary” of any Person means another Person, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is owned or controlled directly or indirectly by such first Person.

“Systems” means all Software, hardware, firmware, networks, databases, electronics, platforms, servers, interfaces, applications, websites and related information technology systems and services used or held for use by any of the Group Companies in the Business.

“Target Net Working Capital Amount” means $60,869,000.00.

“Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, payroll, employment, excise, stamp, franchise, profits, withholding, social security real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, sales, use, transfer, customs, duties, real property, personal property, capital stock, or other taxes, charges, withholdings, fees, levies, imposts, duties and governmental fees or other like assessments or charges of any kind whatsoever, in each case in the nature of taxes, and any interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in respect of the foregoing or the failure to comply with any requirement imposed with respect to any Tax Return.

“Tax Refund” is defined in Section 8.6.1(a).

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“Tax Returns” means any return, declaration, report, or information return or statement relating to Taxes filed or required to be filed with any Governmental Authority reporting liability for any Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Tax Sharing Agreement” means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract or arrangement, whether written or unwritten (other than any Contract, the principal purpose of which does not relate to Taxes), including any such agreement, Contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document entered into outside of the ordinary course of business.

“Taxing Authority” means any Governmental Authority responsible for the imposition, assessment, or collection of any Tax.

“Technology” means all inventions, works, discoveries, innovations, know-how, information, trade secrets, confidential information (including ideas, research and development, formulas, algorithms, compositions, processes and techniques, data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, graphics, illustrations, artwork, documentation, and manuals), databases, computer software, firmware, computer and other hardware, electronic, electrical, and mechanical equipment, and all other forms of technology, including improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, whether or not protectable or protected by Patent, copyright, trade secret Law, or otherwise, and all documents and other materials recording any of the foregoing.

“Trade Laws” is defined in Section 3.24.3.

“Trademarks” has the meaning set forth in the definition of Intellectual Property Rights.

“Transaction Documents” means this Agreement and the documents, agreements, exhibits, schedules, statements, instruments and certificates being executed and delivered in connection with this Agreement and the Contemplated Transactions, including the Escrow Agreement and the Restrictive Covenant Agreements.

“Transaction Expenses” means, to the extent unpaid as of immediately prior to the Closing: all out-of-pocket fees, costs and expenses incurred by Group Companies solely in connection with the negotiation, documentation and consummation of the Contemplated Transactions, including (a) all legal fees and expenses, including the fees of Ropes & Gray LLP, (b) all of the accounting, tax, investment banking and financial advisory fees and expenses of the Company, and (c) the payments of any retention, sale, change in control, transaction or other similar bonus, including, for the avoidance of doubt, the portion of the Special CoC Bonus Plan that is payable at the Closing (i.e., the amounts payable pursuant to the Special CoC Bonus Plan, excluding clause (b) of the Earn-Out Employee Portion Amount), and the employer portion of any Taxes payable thereon (without regard to any ability of the Group Companies to defer such Taxes under the CARES Act or the Covid-19 Emergency Response Act (Canada)), that is accelerated or payable as a result of the execution of this Agreement or the consummation of the Contemplated Transactions, and (d) the Transfer Taxes required to be paid by Seller pursuant to Section 8.6.6; provided, that Transaction Expenses shall not take into account any amount included in Closing Indebtedness or otherwise treated as a liability in the calculation of the Closing Net Working Capital Amount.

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“Transaction Tax Deductions” means, without duplication and to the extent “more likely than not” deductible under applicable Income Tax Law, any Income Tax deductions attributable to or relating to (a) any pay down or satisfaction of Indebtedness, including the Debt Payoff Amount, as well as any related fees and expenses (including any breakage fees or accelerated deferred financing fees), in each case, economically borne by Seller, (b) any Transaction Expenses and the amount of any expenses paid by any Group Company prior to the Closing that would be treated as Transaction Expenses if paid at or after the Closing, and (c) any other deductible payments, costs, or expenses attributable to the transactions contemplated by this Agreement and economically borne by Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

“Transfer Taxes” is defined in Section 8.6.6.

“Trapped Cash” means, without duplication, cash (a) of the Group Companies which is not freely usable because it is subject to restrictions or limitations on use under Contract or applicable Laws, (b) in the form of deposits in transit and outstanding checks issued by any Group Company, or (c) held by any Group Company to the extent that (i) the distribution or upstreaming of such cash would be subject to withholding Tax under applicable Law (net of an estimate of any applicable foreign tax credits arising from such withholding as reasonably determined by Buyer; provided; however, that Buyer shall provide Seller with reasonable supporting detail to such calculation as reasonably requested by Seller), to the extent of such withholding Tax, and (ii) any such cash is in excess of the Foreign Working Capital Needs in each applicable jurisdiction, at such time.

“Treasury Regulations” means the regulations promulgated under the Code.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988.

“Willful Breach” means a breach that is a consequence of an act or omission knowingly undertaken or knowingly omitted by the breaching party with the intent of causing a breach of this Agreement.

“Work” has the meaning set forth in the definition of “Open License Terms”.

2. PURCHASE AND SALE OF SHARES; CLOSING.

2.1. Purchase and Sale of Shares.

2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

2.2. Calculation of Purchase Price.

2.2.1. Purchase Price. The aggregate consideration for the purchase and sale of the Shares pursuant to this Agreement will be an amount in cash (such amount, as adjusted pursuant to Section 2.5, the “Purchase Price”) calculated as follows:

(a) the Base Purchase Price, plus

(b) the Earn-Out Payment (to the extent earned in accordance with Section 2.6), plus

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(c) the Closing Cash, minus

(d) the Closing Indebtedness, minus

(e) the Transaction Expenses, plus

(f) the amount, if any, by which the Closing Net Working Capital Amount exceeds the Target Net Working Capital Amount, or minus the amount, if any, by which the Target Net Working Capital Amount exceeds the Closing Net Working Capital Amount.

2.2.2. Withholding. Buyer, Seller, their respective Affiliates or other applicable withholding agents will be entitled to deduct and withhold from amounts payable pursuant to this Agreement any withholding Taxes or other amounts required under the Code or any applicable Law to be deducted and withheld in accordance with this paragraph; provided, however, that payments of Purchase Price to Seller in respect of the Shares shall be made free and clear of, and without deduction for, any and all withholding Taxes that are imposed under Section 1445 of the Code with respect to the Shares provided that Seller provides Buyer with the documentation set forth in Section 6.11. To the extent any such amounts are so deducted or withheld, such amounts will be timely paid over to the applicable Taxing Authority. The applicable withholding agent shall use commercially reasonable efforts to provide or cause to be provided to Seller written notice ten (10) days in advance of the amounts being so deducted or withheld (assuming in the case of withholding under Section 897 and Section 1445 of the Code that the certificate contemplated by Section 6.4 has been provided in the time described therein), and such withholding agent shall take commercially reasonable steps to reduce or eliminate any such withholding and assist such Person with obtaining any exemption from or reduction of any such withholding Taxes. To the extent that any such amounts are so deducted or withheld and paid over to the applicable Taxing Authority pursuant to this paragraph, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

2.3. The Closing. Subject to the terms and conditions hereof, the closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”), shall take place electronically, as promptly as practicable, but in no event later than the third (3rd) Business Day, after the satisfaction or waiver of each of the conditions set forth in Articles 6 and 7 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at such other time and place as Buyer and Seller may agree in writing; provided, however, that notwithstanding the foregoing, in no event shall Buyer be obligated to consummate the Closing prior to the Business Day immediately following the final day of the Inside Date Period (the day on which the Closing takes place, the “Closing Date”). Subject to the provisions of Article 9, the failure of any party to consummate the Closing on the date and time determined pursuant to this Section 2.3 shall not result in the termination of this Agreement and shall not relieve such party of any obligation under this Agreement.

2.4. Closing Deliveries and Payments.

2.4.1. Buyer Closing Deliveries and Payments. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver or cause to be delivered at the Closing the following:

(a) to Seller, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer prior to the Closing Date, an amount in cash equal to the Estimated Purchase Price less the Escrow Amount;

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(b) to the Escrow Agent, by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent prior to the Closing Date, an amount in cash equal to the Escrow Amount;

(c) to accounts designated by payees of the Estimated Transaction Expenses prior to the Closing Date, by wire transfer of immediately available funds, such cash amounts as are necessary to pay in full the Estimated Transaction Expenses (other than any Transaction Expenses that are compensatory for applicable Income Tax purposes and payable to any current or former employee of a Group Company, which compensatory amounts will be paid to the Company for further distribution to the applicable recipient, net of any applicable withholding Taxes, through the applicable Group Company’s payroll procedure);

(d) to the account or accounts designated in the Payoff Letters, by wire transfer of immediately available funds, the amounts payable under the Payoff Letters (the “Debt Payoff Amount”); and

(e) the various certificates, instruments and documents referred to in Article 7.

2.4.2. Seller and Company Closing Deliveries. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall deliver or cause to be delivered at the Closing the following:

(a) to Buyer, with respect to all Shares to be purchased and sold by Seller hereunder, certificates representing all Shares, duly endorsed (or accompanied by duly executed transfer powers) and in proper form for transfer to Buyer; and

(b) to Buyer, the various certificates, instruments and documents referred to in Article 6.

2.5. Estimated Purchase Price; Purchase Price Adjustment.

2.5.1. Seller shall prepare and deliver to Buyer, at least three (3) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) that sets forth Seller’s good faith estimates of the Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”), as well as the resulting Estimated Closing Net Working Capital Excess (if any) or Estimated Closing Net Working Capital Shortfall (if any), as the case may be, the Closing Cash (the “Estimated Closing Cash”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), Transaction Expenses (the “Estimated Transaction Expenses”) and the Estimated Purchase Price, along with the supporting detail therefor, such estimates to be prepared in accordance with the definitions herein, and the Accounting Principles. For the avoidance of doubt, solely for purposes of the calculation of the Estimated Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). Seller shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Records of the Group Companies for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Seller’s calculation of the Estimated Closing Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses and Estimated Purchase Price. Seller shall consider in good faith any suggested revisions; provided, however, that such reasonable access shall be (i) at Buyer’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the

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normal business operations of Seller, any of the Group Companies, or their respective Affiliates. To the extent Seller agrees, in its good faith discretion, to any such revisions suggested by Buyer, Seller shall deliver to Buyer a revised Estimated Closing Statement reflecting such revisions, which revised Estimated Closing Statement shall be deemed to have been delivered at the time Seller delivered the initial Estimated Closing Statement; provided that any disagreement between Buyer and Seller with respect to the Estimated Closing Statement will not delay the Closing and Seller’s calculation will be used to determine the Estimated Purchase Price.

2.5.2. Within ninety (90) days following the Closing Date (the “Closing Statement Due Date”), Buyer shall, at its expense, (a) cause to be prepared a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation of the Closing Net Working Capital Amount, as well as the resulting Closing Net Working Capital Excess (if any) or Closing Net Working Capital Shortfall (if any), as the case may be, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price, in each case without giving effect to the Contemplated Transactions or any purchase accounting or similar adjustments resulting from the consummation of the Contemplated Transactions except to the extent the definitions herein explicitly provide otherwise (including the amount of Accrued Income Taxes included in the Closing Indebtedness) and (b) deliver to Seller the Closing Statement. For the avoidance of doubt, solely for purposes of the calculation of the Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). The accounts included in the Closing Statement, including the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and the Purchase Price, shall be prepared in accordance with the definitions herein and the Accounting Principles. The parties agree that the purpose of preparing the Closing Statement and the components thereof is solely to assess the accuracy of the amounts set forth in the Estimated Closing Statement, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, reserves classifications or estimation methodologies unless in accordance with the Accounting Principles.

2.5.3. Review; Disputes.

(a) From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates.

(b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day period commencing upon receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail.

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(c) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Buyer’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, shall be deemed final and binding for all purposes of this Agreement.

(d) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute. If Seller and Buyer are unable to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute within twenty (20) days after the end of the Review Period, either party shall have the right to refer such dispute to an independent nationally recognized accounting firm, that is not currently servicing or expected to service Buyer, Seller or any of their Affiliates, that is mutually agreed upon by Buyer and Seller (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20^th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) each of Seller and Buyer shall have a reasonable opportunity to submit a written statement to the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment; (ii) each of Seller and Buyer shall promptly provide, or cause to be provided or made available, to the Designated Accounting Firm all information as is reasonably necessary to permit the Designated Accounting Firm to resolve such disputes; (iii) Buyer and Seller agree that all adjustments shall be made without regard to materiality, and that the scope of the disputes to be resolved by the Designated Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Principles, the methodologies set forth on Exhibits A, B-1 and B-2, as applicable, and the terms of this Agreement, and no other matters; (iv) Seller and Buyer shall direct the Designated Accounting Firm (acting as an expert and not an arbitrator) to determine the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute in accordance with the terms of this Agreement within thirty (30) days after such referral, and upon reaching such determination shall deliver a copy of its calculations (the “Expert Calculations”) to Seller and Buyer; (v) absent manifest error, bias or actual fraud, the determination made by the Designated Accounting Firm of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment that are in dispute shall be conclusive, binding upon the parties hereto, non-appealable, and not be subject to further review; (vi) in calculating the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or Earn-Out Payment, the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice; and (vii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice

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contains an amount), as the case may be, and no lower than the lower amount calculated by Buyer in the Closing Statement or Earn-Out Milestone Statement, as applicable, or Seller in a Dispute Notice (if with respect to the Earn-Out Milestone Statement, such Dispute Notice contains an amount), as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable. The fees and expenses of the Designated Accounting Firm shall be allocated between Buyer, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. Until the date on which the Earn-Out Payment and Earn-Out Milestone Statement shall become final and binding on the parties, Buyer shall cause the Group Companies to preserve the accounting books and records of the Group Companies on which the Earn-Out Milestone Statement is to be based and shall not take any actions with respect to such books and records that would obstruct or prevent the procedures set forth in this Section 2.5 and Section 2.6.

2.5.4. If (a) the Purchase Price (for the avoidance of doubt, excluding the amount of the Earn-Out Payment which shall be determined solely in accordance with Section 2.6) as finally determined in accordance with this Section 2.5 is greater than (b) the Estimated Purchase Price, then, no later than five (5) Business Days after such determination (such excess amount, the “Excess Amount”), (i) Seller and Buyer shall direct the Escrow Agent to disburse to Seller or its designee all of the Escrow Amount, in accordance with the terms of the Escrow Agreement, and (ii) Buyer shall cause to be paid to Seller or its designee in cash an amount equal to the Excess Amount. Buyer shall not have any liability for any amount due pursuant to this Section 2.5.4 in an amount in excess of $5,000,000.

2.5.5. If (a) the Purchase Price (for the avoidance of doubt, excluding the amount of the Earn-Out Payment which shall be determined solely in accordance with Section 2.6) as finally determined in accordance with this Section 2.5 is less than (b) the Estimated Purchase Price (such deficiency amount, the “Deficiency Amount”), then Seller and Buyer shall, no later than five (5) Business Days after such determination, (i) direct the Escrow Agent to pay to Buyer an amount equal to the lesser of the Deficiency Amount and the Escrow Amount in accordance with the terms of the Escrow Agreement and (ii) release to Seller or its designee, any Escrow Amount remaining in the Escrow Account in excess of the amount paid to Buyer under this Section 2.5.5. Buyer shall not be entitled to receive any amount on account of the adjustment set forth in this Section 2.5 in excess of the Escrow Amount.

2.5.6. If (a) the Purchase Price (for the avoidance of doubt, excluding the amount of the Earn-Out Payment which shall be determined solely in accordance with Section 2.6) as finally determined in accordance with this Section 2.5 is equal to (b) the Estimated Purchase Price, then, no later than five (5) Business Days after such determination, Seller and Buyer shall direct the Escrow Agent to disburse to Seller or its designee all of the Escrow Amount, in accordance with the terms of the Escrow Agreement.

2.5.7. Any payments made pursuant to Section 2.5 shall constitute an adjustment of the purchase price as determined for applicable Tax purposes and shall be treated as such by the parties hereto on their Tax Returns to the extent permitted by any Law.

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2.6. Earn-Out Payment.

2.6.1. Earn-Out Payment. If, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows:

(a) If the Adjusted EBITDA of the Group Companies during the Earn-Out Period is less than the Earn-Out Threshold, the Earn-Out Payment shall be zero dollars ($0); and

(b) If during the Earn-Out Period, the Group Companies achieve an Adjusted EBITDA (i) equal to or greater than the Earn-Out Target, the Earn-Out Payment shall be $50,000,000 (subject to the proviso in Section 2.6.1(c)); or (ii) less than the Earn-Out Target, but greater than the Earn-Out Threshold, the Earn-Out Payment shall be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold.

(c) Notwithstanding anything to the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount of the Earn-Out Payment will be increased by the lesser of (i) the amount of the final calculation of Accrued Income Taxes solely with respect to clause (g) of the definition of Accrued Income Taxes and (ii) the product of (y) the amount of the Earn-Out Compensatory Payment (if any) and (z) 26%.

For the avoidance of doubt, an illustrative example of the calculation of Adjusted EBITDA is set forth on Exhibit B-1.

2.6.2. Determination of Earn-Out Payment. If the Closing occurs (a) prior to the expiry of the Earn-Out Period, Buyer shall prepare and deliver (or cause to be prepared and delivered) to Seller, not later than sixty (60) days following the completion of Parent’s first quarterly audit following December 31, 2022, a statement setting forth Buyer’s good faith calculation of the Adjusted EBITDA and determination as to whether the Earn-Out Milestone was achieved, and, if applicable, the Earn-Out Payment calculation, together with all supporting calculations and reasonable detail related thereto and calculated in accordance with Exhibit B-1 or (b) after the expiry of the Earn-Out Period, Seller shall prepare and deliver (or cause to be prepared and delivered) to Buyer, not later than sixty (60) days after the expiry of the Earn-Out Period, a statement setting forth Seller’s good faith calculation of the Adjusted EBITDA and determination as to whether the Earn-Out Milestone was achieved, and, if applicable, the Earn-Out Payment calculation, together with all supporting calculations and reasonable detail related thereto and calculated in accordance with Exhibit B-1 (the relevant statement referred to in clauses (a) and (b), the “Earn-Out Milestone Statement”). In the event Seller delivers the Earn-Out Milestone Statement in accordance with clause (b) above, the review and dispute resolution procedures applicable to Seller with respect to the Earn-Out Milestone Statement and calculation of the Earn-Out Payment set forth in Section 2.5.3 shall apply mutatis mutandis to Buyer. Subject to the last sentence of this Section 2.6.2, within ten (10) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance

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with Section 2.5.3, Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, (a) to Seller, the Earn-Out Payment less the Earn-Out Employee Portion Amount, and (b) to the Company, the Earn-Out Employee Portion Amount, for further distribution to the applicable recipient (in the amounts to be provided by Seller to Buyer in writing at least five (5) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance with Section 2.5.3), net of any applicable withholding Taxes, through the applicable Group Company’s payroll procedure.

Notwithstanding anything to the contrary contained herein, (x) the Earn-Out Payment will not be paid in the event that this Agreement is terminated for any reason and the Closing does not occur, and (y) in the event that the Closing occurs following the expiration of the Earn-Out Period, the Earn-Out Payment will be paid at the later of (1) the Closing and (2) ten (10) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance with Section 2.5.3.

2.6.3. Business Discretion. Subject to the last sentence of Section 2.5.3(d), Buyer shall have sole discretion with regard to operation of the business of the Company from and after the Closing; provided, however, that if the Closing occurs prior to the expiry of the Earn-Out Period, following the Closing and for the duration of the Earn-Out Period, Buyer hereby covenants and agrees to not take (or omit to take), and cause its applicable Affiliates (including the Group Companies) not to take (or omit to take), directly or indirectly, any action with the purpose or intent of avoiding, reducing, impairing, adversely impacting, or preventing the achievement of the Earn-Out Payment and the Earn-Out Milestone.

2.6.4. Tax Treatment. Seller and Buyer shall treat (i) the portion of any Earn-Out Payment payable to Seller pursuant to this Section 2.6 as additional purchase price for the Shares for all applicable Income Tax purposes, and (ii) the portion of any Earn-Out Payment payable to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) pursuant to this Section 2.6 as compensation payable through the applicable Group Company’s payroll procedure (such payment the “Earn-Out Compensatory Payment”), less any applicable withholding Taxes. The parties shall file all Tax Returns in a manner consistent with the Tax treatment set forth in this Section 2.6.4. In the event that any Governmental Authority disputes the Tax treatment set forth in this Section 2.6.4, the party receiving notice of such dispute shall promptly notify the other party.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as provided in the Disclosure Schedules, the Company hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:

3.1. Organization. Except as set forth on Schedule 3.1(a), each Group Company is (a) duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its organization or incorporation and (b) duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, leased or licensed by it or the nature of its business makes such qualification, licensing or good standing necessary, except where the failure to be so qualified or licensed or in good standing has not had, and would not reasonably be expected to have, a Material Adverse Effect. The Company has made available to Buyer a true and correct copy of each Organizational Document of each Group Company. Other than “Fox Head, Inc.,” “Fox Racing” and “SHIFT MX,” the Company has not conducted any business under any trade name, fictitious names, assumed names or “doing business as” names.

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3.2. Authorization. The Company has all requisite corporate power and authority to execute and deliver this Agreement and any other Transaction Documents to which the Company is a party and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The Company has taken all corporate actions or proceedings required to be taken by or on the part of the Company to authorize and permit the execution and delivery by the Company of this Agreement and any other Transaction Documents to which the Company is a party and the consummation by the Company of the Contemplated Transactions. This Agreement and any other Transaction Documents to which the Company is a party has been duly executed and delivered by the Company, and assuming the due authorization, execution and delivery by each of the other parties hereto or thereto, constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors rights generally or (b) general principles of equity, whether considered in a proceeding at law or in equity (the “Enforceability Exceptions”).

3.3. Capitalization and Subsidiaries.

3.3.1. The authorized capital stock of the Company consists of 100 shares of Common Stock with a par value of $0.001 per share. All of the outstanding Shares are held of record and beneficially owned by Seller. All of the issued and outstanding Shares are duly authorized, validly issued and are fully paid and non-assessable, have been issued in compliance with applicable federal and state securities Laws and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive rights, or similar rights. There are no accrued and unpaid dividends or distributions with respect to Shares. The Company has not issued any Equity Interests other than the Shares, and there are no other agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any Equity Interests by the Company, or any other rights convertible into or exchangeable or exercisable for Shares. The Company does not have any outstanding or authorized stock appreciation, phantom stock, or stock-based performance units related to the Shares or any other Equity Interests (or any phantom equity or contractual rights that mimic Equity Interests) of the Company. Except as set forth on Schedule 3.3.1 and other than the Company’s Organizational Documents, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Equity Interests of the Company. All of the outstanding Equity Interests of the Company are owned free and clear of any Liens, other than restrictions included in its Organizational Documents and restrictions on future transfers arising under the Securities Act and applicable state or foreign securities Laws.

3.3.2. Each Subsidiary of the Company (collectively, the “Company Subsidiaries”), together with its outstanding Equity Interests, is set forth on Schedule 3.3.2. The Company is the direct or indirect record and beneficial owner of all of the Equity Interests in the Company Subsidiaries free and clear of all Liens, other than restrictions on future transfers arising under the Securities Act and applicable state or foreign securities Laws and the current restrictions pursuant to the documents listed on Schedule 3.3.1, each of which will be removed in their entirety at or prior to the Closing. All of the outstanding Equity Interests of each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable, and have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar rights held by a third party, and have been issued in compliance with applicable Law. There are no options, warrants, convertible, exercisable or exchangeable securities or similar rights existing or outstanding, that relate to any Equity Interests of any Company Subsidiary or other similar rights that are linked to the value of any Equity Interests of any Company Subsidiary or provide for the sale, transfer, conversion, issuance or allotment of any Equity Interests by or in Company

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Subsidiary. None of the Company Subsidiaries have any outstanding or authorized stock appreciation, phantom stock, or stock-based performance units. Other than each Company Subsidiary’s Organizational Documents and the current restrictions pursuant to the documents listed on Schedule 3.3.1, each of which will be removed in their entirety at or prior to the Closing, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Equity Interests of any Company Subsidiary. No Group Company is obligated to make, nor is any Group Company bound by any agreement or obligation to make, any investment in or capital contribution in or on behalf of any other Person. No Group Company has any interest in, nor has any Group Company agreed to acquire, any Equity Interests (or rights relating to any Equity Interest) of any Person or other than the Company Subsidiaries.

3.4. No Violation or Approval; Consents. Except as set forth on Schedule 3.4 and assuming the taking of each action (including the obtaining of each necessary consent, authorization or approval) or the making of all necessary filings with Governmental Authorities as set forth on Schedule 3.4, neither the execution and delivery of this Agreement by the Company nor its consummation of the Contemplated Transactions in accordance with this Agreement will (whether by notice, lapse of time, or both):

3.4.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act or any other antitrust or competition Laws and (b) other consents, waivers, approvals, orders, authorizations or filings with, any Governmental Authority that, if not obtained or made would not have, or would not reasonably be expected to have a material impact on the operations of the Group Companies;

3.4.2. (a) result in a material breach, violation or termination of, or acceleration of rights or obligations under, or material default under, or require notice to or the consent of any third party under, any Material Contract, or (b) violate any Governmental Order to which any Group Company is subject, except, in the case of (b) as would not have, and would not reasonably be expected to have, a material impact on the operations of the Group Companies;

3.4.3. result in a violation in any material respect of any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Group Companies;

3.4.4. result in the creation or imposition of any Lien (other than Permitted Liens) on any properties or assets of any Group Company; or

3.4.5. result in a breach or violation of, or default under, the Organizational Documents of any Group Company.

3.5. Financial Statements, Etc.

3.5.1. Schedule 3.5.1 sets forth a copy of each of (a) the audited consolidated balance sheet of Fox Holdco and its Subsidiaries as of December 31, 2021, December 31, 2020, and December 31, 2019 and the related audited consolidated statements of income and cash flows of Fox Holdco and its Subsidiaries for the fiscal years then ended (the “Annual Financial Statements”), and (b) the unaudited consolidated balance sheet of Fox Holdco and its Subsidiaries as of April 30, 2022 (respectively, the “Reference Balance Sheet,” and the “Reference Balance Sheet Date”) and the related unaudited consolidated statement of income of Fox Holdco and its Subsidiaries for the four (4) month period then ended (the “Interim Financial Statements” and, collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements present fairly

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in all material respects the financial position of Fox Holdco and its Subsidiaries and the results of operations of Fox Holdco and its Subsidiaries as of the respective dates thereof and for the period covered thereby and were prepared in accordance with GAAP applied on a consistent basis throughout the period covered thereby. The Financial Statements are consistent with the books and records of the Company subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments, none of which are material, and the absence of notes, and have been regularly kept and maintained in accordance with the Group Companies’ normal and customary practices.

3.5.2. The Group Companies, in all material respects, maintain a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (a) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Group Companies, which are reasonably likely to materially impact the ability to record, process, summarize and report financial information of the Group Companies, (b) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of Financial Statements or the internal accounting controls utilized by the Company, or (c) any claim or allegation regarding any of the foregoing.

3.5.3. Schedule 3.5.3 contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Group Companies as of the date hereof.

3.6. Undisclosed Liabilities. Except for Liabilities incurred in connection with the Contemplated Transactions or as disclosed on Schedule 3.6, no Group Company has had any liabilities of a type required by GAAP to be set forth on a consolidated balance sheet, and to the Knowledge of the Company, there is no Occurrence that would reasonably be expected to result in, any such Liabilities, except for (a) Liabilities reflected or reserved against on the face of the Financial Statements, (b) Liabilities incurred in the ordinary course of business since the Reference Balance Sheet Date (none of which are material to the Group Companies taken as a whole) and (c) Liabilities that would not, and would not reasonably be expected to be material to the Group Companies. No Group Company has any (i) deferred revenues (other than any deferred revenues that are customer deposits paid in cash for products sold or cash receipts in advance of a sale) or (ii) off balance sheet Liabilities that would be required to be set forth on the balance sheet in accordance with GAAP.

3.7. Ordinary Course of Business; No Material Adverse Effect. Since the Reference Balance Sheet Date through the date hereof (other than the Contemplated Transactions): (a) except for any COVID-19 Actions, the Group Companies have operated the Business in the ordinary course of business in all material respects; (b) no Material Adverse Effect has occurred; and (c) no Group Company has taken any action which, if taken after the execution and delivery of this Agreement, would have required the prior consent of Buyer pursuant to Section 8.2, or has entered into any agreement, commitment or transaction with respect to any of the foregoing.

3.8. Taxes.

3.8.1. Except in each case as set forth on Schedule 3.8.1:

(a) Each Group Company has timely filed all material Tax Returns required to be filed by it on or before the Closing Date. All such Tax Returns are true, correct and complete in all material respects. Each Group Company has fully and timely

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paid all Taxes required to be paid by it (whether or not shown on any Tax Returns), other than Taxes which individually or in the aggregate are not reasonably expected to be material. Each Group Company has withheld, collected and paid over to the appropriate Taxing Authority all Taxes required by Law to be withheld or collected from amounts paid or owing to any employee, equityholder, creditor, holder of securities or other third party, other than Taxes which individually or in the aggregate are not reasonably expected to be material, and has complied, in all material respects, with all information reporting (including Internal Revenue Service Form 1099) and backup withholding requirements, including maintenance of required records with respect thereto.

(b) Since the Reference Balance Sheet Date, no Group Company has incurred any material amount of liability for Taxes other than in the ordinary course of business, made or rescinded any Tax election, changed any annual accounting period, adopted or changed any method of accounting or policy or reversed any accruals (except as required by a change in Law or GAAP), filed any amended Tax Returns, entered into any Tax Sharing Agreement, signed or entered into any closing agreement or settlement agreement, settled or compromised any claim or assessment of Tax liability, surrendered any right to claim a refund, offset or other reduction in liability, consented to any extension or waiver of the limitations period applicable to any claim or assessment (other than in connection with automatic extensions of time to file Tax Returns), in each case with respect to Taxes.

(c) No Group Company has been subject to any audit involving Taxes by any Taxing Authority that has not been resolved or withdrawn by such Taxing Authority and the Group Company has paid in full any Taxes required to be paid to the extent related thereto. There is no dispute or claim concerning any Tax liability of any Group Company currently pending, or threatened, claimed in writing or raised in writing by any Taxing Authority.

(d) None of the Group Companies has been a member of an Affiliated Group filing a consolidated United States federal Income Tax Return other than such an Affiliated Group with respect to which any of the Group Companies was the common parent.

(e) None of the Group Companies is a party to or bound by any Tax Sharing Agreement with any Person, and no Group Company has any contractual liability or obligation to indemnify any other Person with respect to Taxes pursuant to any such Tax Sharing Agreement.

(f) None of the Group Companies has any liability with respect to the Taxes of any other Person (excluding any another Group Company) under Treasury Regulation Section 1.1502-6 or any analogous or similar provision of Law, by operation of Law, as a transferee, or a successor, or by Contract (other than any Contract entered into in the ordinary course of business, the primary purpose of which is not Taxes).

(g) No written claim has been made by a Taxing Authority in a jurisdiction where the Group Companies do not file Tax Returns that a Group Company is or may be subject to taxation by that jurisdiction, which claim has not been settled or withdrawn.

(h) No Group Company is currently subject to any Liens for Taxes, other than those Liens set forth in clause (a) of the definition of “Permitted Liens”.

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(i) No Group Company has agreed to, or is currently a beneficiary of, any extension of time with respect to any Tax deficiency or any Tax that may be assessed or collected, or any extension or waiver of a statute of limitations in respect of Taxes of the Company or any of its Subsidiaries, other than in each case automatic extensions or waivers in connection with extensions of the due date for filing Tax Returns.

(j) No Group Company has distributed stock of another corporation, or had its stock distributed by another corporation, in a transaction that was purported or intended to be governed by Section 355 of the Code in the last two (2) years.

(k) No Group Company is or has been a party to any (i) “listed transaction”, as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations, (ii) “transaction of interest”, as defined in Section 1.6011-4(b)(6) of the Treasury Regulations, (iii) transaction that is “substantially similar” (within the meaning of Section 1.6011-4(c)(4) of the Treasury Regulations) to a “listed transaction” or “transaction of interest”, or (iv) other transaction that required or will require the filing of an Internal Revenue Service Form 8886.

(l) No Group Company has received any private letter ruling or similar ruling from any Taxing Authority.

(m) No Group Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Post-Closing Tax Period as a result of any: (i) change in method of accounting made prior to the Closing for a taxable period ending on or prior to the Closing Date; (ii) use, prior to the Closing, of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) entered into prior to the Closing; (iv) installment sale or open transaction disposition made prior to the Closing; (v) prepaid amount received on or prior to the Closing; or (vi) any election made under Section 965(h) of the Code.

(n) No Group Company has made an election pursuant to Treasury Regulation Section 301.7701-3.

(o) There is no liability or claim against any Group Company pursuant to unclaimed property, escheat, or similar Laws, other than liabilities or claims which individually or in the aggregate are not reasonably expected to be material.

(p) Each Group Company has properly (i) collected and remitted all sales, use, valued added, goods and services, and similar Taxes with respect to sales or leases made or services provided to its customers, other than Taxes which individually or in the aggregate are not reasonably expected to be material and (ii) for all sales, leases or provision of services that are exempt from sales, use, valued added, goods and services, and similar Taxes and that were made without charging or remitting sales, use, valued added, goods and services, or similar Taxes, other than Taxes which individually or in the aggregate are not reasonably expected to be material, received and retained any appropriate Tax exemption certificates and other material documentation qualifying such sale, lease or provision of services as exempt.

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(q) No Group Company is or has ever had a presence in any jurisdiction resulting in a material amount of Tax liability other than jurisdictions for which Tax Returns have been duly filed and Taxes have been duly and timely paid.

(r) No Group Company is a party to any joint venture, partnership, other arrangement or contract which is reasonably expected to be treated as a partnership for U.S. federal income Tax purposes.

(s) There are no closing agreements, ruling requests, subpoenas or requests for information or similar arrangements with any Governmental Authority with respect to the determination of the Tax liability of any Group Company that would have continuing effect on periods (or portions thereof) ending after the Closing Date.

(t) No power of attorney has been given by or is binding upon any Group Company with respect to Taxes or Tax Returns for any period for which the statute of limitations (including any waivers or extensions thereof) has not yet expired.

(u) No Group Company has deferred any obligation to pay Taxes pursuant to Section 2302 of the CARES Act, the Covid-19 Emergency Response Act (Canada),or any other similar Law, executive order or Presidential Memorandum (including the Presidential Memorandum described in IRS Notice 2020-65) enacted in connection with COVID-19 that has not or will not be fully repaid as of the Closing.

(v) No Group Company has any material Liability under Section 482 of the Code (or similar provisions of state, local or foreign Law). Each Group Company has maintained, in all material respects, adequate documentation and records (as required by Section 482 of the Code and Treasury Regulations promulgated thereunder or under any similar provision of state, local or foreign Law) to avoid the transfer pricing penalties imposed by Sections 6662(e) and (h) of the Code and Treasury Regulations promulgated thereunder (or under any similar provision of state, local or foreign Law).

(w) No Group Company has claimed any amount under the Canada Emergency Wage Subsidiary or any other COVID-19 related assistance or subsidies in respect of any Pre-Closing Tax Period that it was not otherwise entitled to in accordance with the Income Tax Act (Canada) and satisfied at all times the relevant criteria and conditions entitling it to such amounts and, for greater certainty, subsection 125.7(6) of the Income Tax Act (Canada) did not and does not apply in respect of any such amounts.

(x) No Group Company has acquired property or services from, or disposed of property or rendered services to, a person with whom it did not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) for consideration the value of which was other than the fair market value of the property or services, as the case may be.

(y) There are no circumstances which exist and would result in or which have existed and resulted in, the application of any of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Income Tax Act (Canada), or any equivalent provision of applicable Law, to any of the Group Companies.

(z) None of the Group Companies has ever made an “investment” (within the meaning of subsection 212.3(10) of the Income Tax Act (Canada)) in circumstances where paragraph 212.3(2)(a) of the Income Tax Act (Canada) has applied to deem such Group Company to have paid an amount as a dividend to any person.

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3.9. Real Property.

3.9.1. The Group Companies do not own any real property.

3.9.2. Schedule 3.9.2 sets forth a list of the addresses of all real property leased, subleased, or licensed by the Group Companies (collectively, the “Leased Real Property”). Schedule 3.9.2 also identifies with respect to each Leased Real Property each lease, sublease, license, or other Contract under which such Leased Real Property is occupied or used (collectively, the “Real Property Leases”), and whether such Group Company is the tenant, landlord, sublessee, sublessor, licensee, licensor, or otherwise thereunder. The Group Companies do not sublease, license, or otherwise use any real property other than the Leased Real Property. The Group Companies have accepted possession of the Leased Real Property as of the date hereof.

3.9.3. Except as set forth on Schedule 3.9.3, each Real Property Lease is currently in effect, conveys a good and valid leasehold interest in the Leased Real Property to the applicable Group Company, and is binding on the applicable Group Company and, to the Knowledge of the Company, the other relevant parties thereto, enforceable in accordance with its terms in all respects (subject to the Enforceability Exceptions). Except as set forth on Schedule 3.9.3, no Group Company has received written notice of any material default under any Real Property Lease that remains uncured or unresolved as of the date hereof.

3.9.4. Except as set forth in Schedule 3.9.4(a), no Group Company has granted to any Person the right of use or occupancy of, or Lien (other than Permitted Lien) interest in, any of the Leased Real Property, and there is no Person (other than any Group Company) in possession of any of the Leased Real Property. The Company has made available to Buyer true, complete, and correct copies of the Real Property Leases, in each case as amended or otherwise modified and in effect. No eminent domain, expropriation, condemnation, or other similar Action is pending or, to the Knowledge of the Company, threatened, that would preclude or materially impair the use of any Leased Real Property (or would otherwise affect any portion thereof), and the Group Companies have not received any notice of the same. Except as set forth on Schedule 3.9.4(b), the applicable Group Company has all right, title, and interest in all leasehold estates and other rights purported to be granted to it by each Real Property Lease, in each case free and clear of any Lien (other than Permitted Liens). To the Knowledge of the Company, no Occurrence has occurred or exists which, with notice or lapse of time or both, may give rise to, serve as a basis for, or would constitute an event of material default under any Real Property Lease or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.

3.9.5. The current use of the Leased Real Property does not violate in any material respect any instrument of record.

3.9.6. The Leased Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable Laws or Liens affecting the Leased Real Property, and the Company has not received any written notice of any material violation or claimed material violation by any of them of any such Laws or Liens with respect to the Leased Real Property which have not been resolved.

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3.9.7. To the Knowledge of the Company, there are no proposed special assessments, or proposed changes in property Tax or land use or other Laws affecting the Leased Real Property.

3.9.8. There is no pending or, to the Knowledge of the Company, threatened Action that would reasonably be expected to interfere with the use or quiet enjoyment of any of the Leased Real Property by the applicable Group Company prior to or after the Closing.

3.9.9. The Leased Real Property, in all material respects, is adequate to service the normal operations of the applicable Group Company at each Leased Real Property as conducted in the last twelve (12) months and, all Permits required in connection with the normal operation of the Leased Real Property as operated in the last twelve (12) months have been obtained and are in full force and effect.

3.9.10. No Group Company is a land owning company for the purposes of section 242 of the BVI Business Companies Act (As Revised).

3.10. Title to Assets; Sufficiency. The Group Companies collectively own, or hold a valid leasehold interest in or license or similar right to use, all material machinery, equipment, assets, properties and other property (including, for the avoidance of doubt, the Company Intellectual Property Rights) necessary for the conduct of their businesses as currently conducted, including all assets reflected in the Interim Financial Statements and all of the assets purchased or otherwise acquired by the Group Companies since the Reference Balance Sheet Date (except in each case for assets and properties disposed of since the Reference Balance Sheet Date in the ordinary course of business). Immediately following the consummation of the Contemplated Transactions, the Group Companies will own or have the right to use all material assets (whether tangible, intangible or mixed) reasonably necessary for the continued conduct of the Group Companies’ business after the Closing in the same manner as conducted immediately prior to the Closing. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property that are material to the operation of the Group Companies’ business are structurally sound, are in good operating condition and repair, and adequate for the uses to which they are being put in all material respects, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost to the Group Companies, taken as a whole. All properties and assets of the Group Companies are held by the Group Companies free and clear of all Liens other than Permitted Liens.

3.11. Operations in Conformity with Law. The Group Companies are, and since the Lookback Date have been, in compliance in all material respects with all applicable Laws, in all material respects, and no Group Company has received any written notice, or to the Knowledge of the Company, other notice from a Governmental Authority asserting any material violation of applicable Laws. Since the Lookback Date, none of the Group Companies have been subject to any material and adverse inspection, finding, investigation, penalty, assessment, audit, other recommendation, or other material compliance or enforcement action by a Governmental Authority.

3.12. Employee Benefit Plans.

3.12.1. Schedule 3.12.1 contains a true and complete list of each material Company Plan. For purposes of this Agreement, “Company Plan” means each Employee Plan that is sponsored, maintained for or available to any employees, directors or officers or former employees, directors or officers of any Group Company, or any spouses, dependents or survivors of any employee or former employee of any Group Company, or in respect of which any Group Company is a party to or bound by or is obligated to contribute or in any way liable, whether or not insured or whether or

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not subject to any Law. With respect to each Company Plan, the applicable Group Company has made available to Buyer true and correct copies of each of the following, as applicable: (a) the plan document together with all amendments thereto or, if unwritten, a summary of the material terms of the plan, (b) the summary plan description and any material modifications with respect thereto, if any, (c) each trust, insurance, annuity or other funding contract related thereto, (d) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto, (e) copies of all applicable non-discrimination tests performed under the Code or other applicable Tax Laws, (f) the most recent annual report on Form 5500 required to be filed with a Governmental Authority with respect thereto, (g) all non-routine communications with any Governmental Authority relating to a Company Plan since the Lookback Date, and (h) in the case of any plan that is intended to be qualified under Code Section 401(a), the most recent determination or opinion letter from the IRS or such other applicable or required Governmental Authority. The Group Companies (or any one of them) are not a party to or bound by, nor does any Group Company have any Liability with respect to, any material Company Plan other than those provided to Buyer. All data necessary to administer each Company Plan, in all material respects, is in the possession of the applicable Group Company or its respective agent(s) and is in a form which is sufficient for the proper administration of the Company Plan in accordance with its terms and all applicable Laws in all material respects, and such data is true and correct in all material respects.

3.12.2. No Group Company or any other Person that would be considered a “single employer” with any Group Company under Section 414 of the Code or Section 4001 of ERISA, or that would have comparable status under local non-U.S. applicable Laws, is required to contribute to, was within the past six (6) years required to contribute to, or has any Liability (either potential or assessed) under any Employee Plan that is (a) subject to or that has any material liability under Title IV of ERISA or Code Section 412, (b) a pension plan that is subject to funding obligations under other local non-U.S. applicable Laws; (c) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (d) a “multiple employer plan” as defined in Section 413(c) of the Code, (e) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (f) a multi-employer plan as defined under local non-U.S. applicable Laws.

3.12.3. Each Company Plan that is intended to be qualified under Code Section 401(a) is the subject of a favorable determination or opinion letter from the IRS or other Governmental Authority to that effect, and to the Knowledge of the Company, nothing has occurred that would or would reasonably be expected to cause the loss of such qualification. Each Company Plan has been established and administered in accordance with its terms in all material respects, and in material compliance with the applicable provisions of ERISA, the Code and other applicable Laws, rules and regulations, including all applicable Laws of any non-U.S. jurisdiction.

3.12.4. Except for coverages described in Section 6.01 et seq. of ERISA or other applicable Law, and other than the Company Plans that are qualified under Code Section 401(a), no Company Plan provides pension, income protection, health, life or disability benefits following retirement or other termination of employment, including for any dependent or survivor of any former employee, except as may be required by applicable Laws.

3.12.5. Except as set forth on Schedule 3.12.5, neither the execution of this Agreement, nor the consummation of the Contemplated Transactions will, with respect to any employee, officer, former employee or former officer of any Group Company, or any other current or former individual service provider to any Group Company (each a “Relevant Service Provider”), (a) entitle such Relevant Service Provider to severance pay, compensation, or benefits or any increase in severance pay, compensation, or benefits upon any termination of employment, (b) accelerate the timing of payment, funding, or vesting, or trigger any payment, funding, or vesting, of any

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compensation or benefits under any Company Plan, (c) entitle such Relevant Service Provider to increase the level of benefits under any Company Plan, (d) constitute a change of control under any Company Plan, or (e) result in the triggering or imposition of any restrictions or limitations on the right of a Group Company to amend or terminate any Company Plan.

3.12.6. Except as set forth on Schedule 3.12.6, no amount that will be received (whether in cash or property or vesting of property), or benefit provided to, any officer, director or employee of any Group Company who is a “disqualified individual” (within the meaning of Section 280G(c) of the Code) under any employment, severance or termination agreement, other compensation arrangement or benefit plan currently in effect as a result of Contemplated Transactions will be an “excess parachute payment” (as such term is defined under 280G(b)(1) of the Code); and no such person is entitled to receive any additional payment from the Company in the event that the excise tax under 4999(a) of the Code is imposed on such person.

3.12.7. No Group Company has engaged in any non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Plan that would be reasonably likely to subject any Group Company to any material Tax or material penalty (civil or otherwise) imposed by ERISA, the Code or other applicable Law.

3.12.8. There is no pending, or, to the Knowledge of the Company, threatened or anticipated Action relating to any Company Plan (other than non-material or routine claims for benefits and appeals of such claims), any trustee or fiduciaries thereof or any of the assets of any trust of any Company Plan. No Company Plan has since the Lookback Date been the subject of an examination or audit by any Governmental Authority.

3.12.9. No Company Plan is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code or other applicable Tax Law). No Relevant Service Provider is entitled to receive any gross-up, indemnification, or additional payment in connection with the Tax required by Section 409A of the Code or other applicable Tax Law.

3.12.10. Except as set forth on Schedule 3.12.10, and except as would not reasonably be expected to result in material liability to the Group Companies, all Company Plans have been fully funded, all benefits, contributions, premiums, and similar payments required to be made by the Company with respect to any Company Plan have been timely paid in accordance with the terms of such Company Plan and all applicable Laws, and all benefits due under any unfunded Company Plan have been properly accrued for and are reported in the Financial Statements.

3.12.11. Each Company Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without material Liability to any of or one of the Group Companies other than ordinary administrative expenses typically incurred in a termination event. The Group Companies (or any one of them) have no legally binding commitment or obligation to any employee, officer, director, or individual consultant of the Group Companies, to adopt, amend, modify or continue any Company Plan in connection with the consummation of the transactions contemplated by this Agreement.

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3.13. Intellectual Property.

3.13.1. Schedule 3.13.1 sets forth a complete and correct list of all (a) registered Patents, pending Patent applications, (b) all registered trademarks, tradenames, and service mark registrations and applications to register any trademarks (including those associated with domain names) therefor, (c) material unregistered trademarks, tradenames, and service marks, (d) copyright registrations and applications therefor, (e) internet domain name registrations, and (f) industrial design registrations and applications therefor, in each case that are owned or purported to be owned by any Group Company (collectively with all other material Company Intellectual Property Rights, the “Company Material IP”).

3.13.2. IP Contracts. Schedule 3.13.2 identifies each Contract (a) under which the Group Companies license any Intellectual Property Rights of any Person (other than Contracts for Off-The-Shelf Software) (the “Inbound IP Contracts”) and (b) under which the Group Companies have granted to any Person any right or interest in any Company Material IP (other than the grant of any such rights in the ordinary course of business as incidental to the purchase or use of any Products by customers) (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). Except as set forth in Schedule 3.13.2(b), no Group Company has granted a license under any IP Contract to any Person to use any material Company Intellectual Property Rights other than licenses granted in the ordinary course of business.

3.13.3. Company IP. Except as disclosed on Schedule 3.13.3:

(a) The Group Companies own, or have adequate rights to use, all Company Intellectual Property Rights without any infringement of, the Intellectual Property Rights of others;

(b) No Person other than a Group Company has any ownership interest in any Company Material IP;

(c) No Group Company has granted any exclusive licenses to Company Intellectual Property Rights to third parties;

(d) The Company Intellectual Property Rights and the Intellectual Property Rights of the Group Companies under the Inbound IP Contracts include all of the Intellectual Property Rights used or purported to be used by the Group Companies for the conduct of the Business, and there are no other Intellectual Property Rights that are required to operate the Business as currently conducted;

(e) All Company Intellectual Property Rights that are owned or purported to be owned by the Group Companies (i) are solely owned (both beneficially and with respect to registrations and applications, as the record owner) by a Group Company free and clear of all Liens, other than Permitted Liens, and (ii) used or held for use in, or necessary to conduct, the Business as currently conducted, including to design, develop, manufacture, license, market, distribute, maintain, repair, offer for sale, sell, or use such Group Company’s Products, are subsisting, valid and enforceable;

(f) All fees have been timely paid and all required communications and responses timely filed with regard to all Company Intellectual Property Rights that are owned by the Group Companies subject to registration with a Governmental Authority or other registrar, and the applicable Group Company and its Representatives have complied with the duty of candor and disclosure, and have not made any material misrepresentations in connection with the prosecution and maintenance of any registered Patents or Patent application owned by a Group Company;

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(g) No grants, funding, facilities, or personnel of any Governmental Authority or university, research institution or similar entity was used to develop or create (in whole or in part) any Company Intellectual Property Rights that are owned by the Group Companies;

(h) Neither the validity, enforceability nor scope of, nor any Group Company’s title or other rights to, any Company Intellectual Property Rights that are owned by the Group Companies is currently being, or, in the six (6) years prior to the date hereof, has been, challenged in any Action, and none of any of the Company Intellectual Property Rights relating to Intellectual Property Rights that is owned by third parties and used or held for use in, and material to the operation of, the business of any Group Company is currently being, or, in the six (6) years prior to the date hereof, has been, challenged in any Action involving any of the Group Companies;

(i) (i) there are no Actions pending or, to the Knowledge of the Company, threatened against any Group Company or otherwise affecting the Business in any material respect, alleging that any Group Company or, in connection with the Business, any Person, is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated any of the Intellectual Property Rights of any third party Person; (ii) there are no Actions pending or threatened by any Group Company, or by any Person on behalf of the Business, against any Person alleging infringement, misappropriation or other violation of any Company Intellectual Property Rights; (iii) neither the operation or conduct of the Business (including the use of any Company Intellectual Property Rights), as currently conducted and conducted in the past six (6) years, nor any of the Products has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any Person, in any material respect, and there has been no Action asserted or, to the Knowledge of the Company, threatened in the last six (6) years against any Group Company alleging any Group Company’s infringement, misappropriation, or violation of any Intellectual Property Rights of another Person; and (iv) no Person has infringed or otherwise violated any Company Intellectual Property Rights; and

(j) The consummation of the Contemplated Transactions will not result in the loss or impairment of any Group Company’s right to own or use any Company Intellectual Property Rights including any Intellectual Property Rights licensed under any Inbound IP Contracts; and there are no third party consents or other permissions, with respect to any Company Intellectual Property Rights (including the Inbound IP Contracts), required for the completion of the Contemplated Transactions.

3.13.4. Patents. All Patents in which any member of the Group Companies has any right, title or interest have been duly filed or registered (as applicable) with the applicable Governmental Authority, and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, and have not been terminated early, lapsed or been abandoned (other than in relation to the normal prosecution and processing activities of applicable Governmental Authorities in relation to applications for Company Intellectual Proprietary Rights owned or purposed to be owned by a Group Company). Each member of the Group Companies has complied with its duty of candor and disclosure to the United States Patent and Trademark Office and all relevant foreign patent offices with respect to all Patents and have made no material misrepresentations in connection with the prosecution or maintenance of any Patent. All Patents owned by or purported to be owned by any member of the Group Companies, all correspondence with the applicable Governmental Authority related to the Patents and all Patents exclusively licensed to any member of the Group Companies,

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in each case, disclose patentable subject matter, have been prosecuted in good faith, are subsisting and in good standing and are not subject to any terminal disclaimer; there are no inventorship challenges to any such Patents nor does there exist any fact that could lead to any such challenge; and in the past six (6) years, no interference, reissue, reexamination, post grant proceeding (including inter partes review) or any equivalent proceeding or Action in any foreign jurisdiction has been attempted, declared or provoked relating to any such Patents. There is no fact with respect to any Patent applications owned by a Group Company that would (A) preclude the issuance of an issued Patent from any Patent application, (B) render any issued Patent issuing from such Patent application invalid or unenforceable or (C) cause the claims included in such Patent application or issued Patent to be narrowed.

3.13.5. Trademarks. All Trademarks owned by a Group Company or otherwise used in or held for use in the Business (including all Trademarks associated with the Products and other brands associated with the Business of the Group Companies): (i) all are in and have been in continuous use in commerce since their first use in commerce; (ii) all are used in the form appearing in, and in connection with the goods and services listed in, their registration certificates (with respect to registered Trademarks) or applications (with respect to unregistered Trademarks for which an application has been filed) and material but unregistered Trademarks or have otherwise been used in a manner that is associated with quality and brand recognition that is associated with the Business of the Group Companies; (iii) all have been associated with quality control in a manner that is meant to protect and preserve all rights in the Group Companies and that has sufficiently protected and preserved all such rights; (iv) all reasonable actions have been taken by each Group Company to protect such Trademarks including their ownership rights in such Trademarks; and (v) all other necessary actions have been performed by each Group Company to retain and protect all rights in all such Trademarks. In the past six (6) years, no Trademark owned by any Group Company is involved in any ownership challenge, dispute relating to overlapping rights, opposition, cancellation or equivalent proceeding or Action, and, no such proceeding or Action has been threatened in writing, nor does there exist any fact that could lead to any such proceeding or Action and all registration and extension fees have been fully and timely paid with respect to such Trademarks owned by the Group Company. There is no fact with respect to any Trademark application owned by a Group Company relating to any right, title or interest that would (A) preclude the registration of such Trademark from such application, (B) render any registered Trademark as unenforceable or (C) cause any rights associated with such registered Trademark to be narrowed.

3.13.6. Confidentiality.

(a) Each Group Company has (i) taken commercially reasonable measures, consistent with customary practices in the industry in which it operates, to protect the confidentiality of all of its trade secrets, including proprietary software source code, Company Data and Data Sets, and all other confidential and proprietary information of the Group Companies including Sensitive Data maintained by of for the Group Companies (collectively, the “Company Sensitive Information”) and (ii) executed either written confidentiality and invention assignment agreements or written agreements incorporating confidentiality and invention assignment provisions with all of its past and present employees and independent contractors and other agents who have been employed or engaged to develop or who have otherwise developed any Intellectual Property Rights for any Group Company and pursuant to which such employees or independent contractors and other agents who have (A) as to employees, acknowledged that all such Intellectual Property Rights are “works made for hire” for such Group Company under applicable Law, and as to both employees and independent contractors and other agents, granted to such

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Group Company a present, irrevocable assignment to all their rights in and to all Intellectual Property Rights they developed in the course of their engagement with such Group Company as well a perpetual license to any other Intellectual Property Rights they incorporate into or link to such developed Intellectual Property Rights, (B) agreed to hold all trade secrets and other confidential and proprietary information of such Group Company in confidence both during and after their employment or engagement, and (C) have waived or provided a covenant not to enforce any moral or other rights that may exist or attach to such developed Intellectual Property Rights (each such agreement, a “CIIA”). No manager, founder, director, officer, employee, consultant, or other representative of any Group Company owns or, claims any rights in any Intellectual Property Rights owned, purported to be owned, or used by any Group Company. Except as set forth on Schedule 3.13.6(a), (y) no such Person is in breach, in any material respect, of their respective CIIA, and (z) there has not been any disclosure of or access to any trade secret of any Group Company or any other trade secret disclosed to the Business to any Person in a manner that has resulted or is reasonably likely to result in the loss of trade secret in and to such information. No such Person owned or currently owns any Intellectual Property Rights that were or are used in the operation of the business of any of the Group Companies that have not been licensed to a Group Company. All material content and other copyrightable subject matter and Product designs used by the Group Companies in the Business are original works, and not derivative works or works which are licensed from or previously owned by another Person or the product of any disclosure of or access to any trade secret of any third party that has been provided to any Group Company.

(b) No Group Company has made any Company Sensitive Information available to any Person except pursuant to valid and enforceable written confidentiality agreements. All use, disclosure or appropriation of any trade secret or other confidential or proprietary information not owned by a Group Company that had been provided to a Group Company under a confidentiality agreement has been used pursuant to the terms of such written agreement between such Group Company and the owner of such trade secret or confidential or proprietary information. No Group Company has received any notice from any Person that there has been an unauthorized use or disclosure of any trade secrets or other confidential or proprietary information provided in relation to the Group Companies’ business. No Person that has received any Company Sensitive Information from any Group Company has refused to provide to such Group Company, after request therefor, a certificate of return or destruction of any documents or materials containing such Company Sensitive Information if such certificate is required by the terms of a confidentiality agreement. There has not been any breach of confidentiality obligations with respect to, or unauthorized use or disclosure of, any Company Sensitive Information.

(c) A Group Company is in actual possession of and has sufficient control and rights over, and has complete, valid and enforceable rights to use all data, data sets and databases used in, held for use in, or necessary for the conduct of the Business as currently conducted (collectively, “Company Data and Data Sets”). Any data included in the Company Data and Data Sets that is owned by, or in relation to which other third parties have rights, have been provided, accessed, stored, collected, used, and processed under a valid and enforceable, written license or consent that authorizes the applicable Group Company to use such data as such data had been, is presently being accessed, stored, collected, used and processed in the operation of the Business.

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3.13.7. IT Systems. All of the Systems are owned by, or validly licensed, leased or supplied under a valid and enforceable written contract to a Group Company, and (i) they comprise all of the Systems that are required to carry on the Group Companies’ Business as currently conducted and as it was carried out in the twelve (12) months prior to the date hereof; (ii) are in good working condition, ordinary wear and tear excepted, to effectively perform all computing, information technology, and data processing operations necessary for the conduct of the Group Companies’ Business; (iii) are free of any material viruses, defects, bugs, and errors; and (iv) are in compliance with all Laws, applicable contracts, and data protection and business continuity policies and procedures. The Group Companies’ rights with respect to the Systems will not be lost or rendered liable to termination by virtue of the performance of this Agreement. The Group Companies have in place disaster recovery and business continuity plans, procedures, and facilities that are, at minimum, commercially reasonable and sufficient in all material respects, given the nature of the business and operations of the Group Companies and compliant with Information Privacy and Security Laws. (i) The Systems have not caused any Group Company to fail to comply with any specifications, warranties or service level obligations in its Contracts with customers for the Group Companies’ Products in any material respect, and (ii) none of the data (including Company Data and Data Sets, Personal Information, and Sensitive Data including data owned by customers that is used in or otherwise for the benefit of the Business) that any member of the Group Companies collect, store or process has been corrupted to a material extent. Each Group Company is and has been in compliance with all applicable Laws and contractual obligations concerning the security and privacy of Systems and all information contained therein. There have been no failures, breakdowns, continued substandard performance or other adverse events affecting the Systems used by the Group Companies in the Business that have caused a material disruption or interruption in or to the use of such Systems.

3.13.8. Schedule 3.13.8 sets forth a true, correct, and complete list of all Software owned or purported to be owned by any of the Group Companies (“Company Owned Software” and together with all other Software used in the business of the Group Companies, the “Company Software”). All Company Software is either owned by a Group Company or licensed to one or more of the Group Companies under a valid and enforceable written Contract. All payments due in relation to any Company Software that is licensed by any of the Group Companies prior to the Closing Date are or will be paid by the Group Companies prior to the Closing. None of the Company Owned Software references, incorporates, or links to (dynamically or statically) any Open Source Software subject to a Copyleft Software license. The Group Companies are in compliance with and have not breached any of the applicable Contracts relating to any Company Software, and, to the Knowledge of the Company, the other party thereto is in compliance with and has not breached any such Contract.

3.13.9. Privacy and Data Security.

(a) Each Group Company that maintains a web site has posted on its web site a privacy policy regarding the collection, use and disclosure of Personal Information that it collects, is in its possession, or in its custody or control. Each Group Company has complied in all material respects with all Information Privacy and Security Laws and material agreements to which it is a party that contain, involve or deal with receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) Personal Information. No Group Company has been notified in writing of any Action or any other claim related to data security or privacy or alleging a violation of any of its privacy policies, or any Information Privacy and Security Law, nor, to the Knowledge of the Company, has any such claim been threatened in writing. Each Group Company has taken commercially reasonable administrative, physical and technical measures designed to protect and maintain the confidentiality, security, integrity and accessibility (as

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applicable) of: (a) Systems and all data contained therein (including Company Data and Data Sets and other data subject to confidentiality obligations), (b) all Personal Information and other Sensitive Data collected by or on behalf of the Group Companies in connection with their business, including in each case, in accordance with all Information Privacy and Security Laws and Group Company’s published policies. Each Group Company has taken commercially reasonable steps to ensure that all material third party service providers, outsourcers, contractors, or other persons who access, process, store or otherwise handle Personal Information for or on behalf of a Group Company have agreed in writing to materially comply with applicable Information Privacy and Security Laws and taken reasonable steps to protect and secure Personal Information from loss, theft, misuse or unauthorized access, use, modification or disclosure.

(b) There are no unsatisfied written requests that any Group Company has received from individuals seeking to exercise their data protection rights under Information Privacy and Security Laws. Except as set forth on Schedule 3.13.9(b), there is not and has not been any (i) Action or (ii) written allegation that a Group Company has received by any private party, any data protection authority, or any other Governmental Authority with respect to the Group Companies’ collection, use, storage, transfer, or processing of Personal Information or compliance with Information Privacy and Security Laws, nor has any such Action been threatened. There has been no material Security Breach involving Systems, Company Data and Data Sets, Personal Information or other Sensitive Data in the possession or control of any Group Company. No Group Company has notified, or been required to notify, any Person or Governmental Authority of any Security Breach, nor has the Group Company paid a ransom to any perpetrator as a result of any actual or threatened cyber-attack.

3.14. Permits. Schedule 3.14 sets forth a correct and complete list of all material permits, licenses, approvals, certificates, consents, registrations, waivers, orders, rights, and other authorizations of and from all Governmental Authorities necessary for the lawful conduct of the Business (the “Permits”). No Group Company is in default or violation of any Permit in any material respect. To the Knowledge of the Company, no Occurrence has occurred that, with or without notice or lapse of time or both, would constitute a default or violation, in any material respect, of any term, condition or provision of any such Permit. No Action is pending or, to the Knowledge of the Company, threatened to revoke, modify or terminate any Permit, except for any revocation, modification or termination that has not had and would not result in a material loss.

3.15. Environmental Matters. Except as set forth on Schedule 3.15.1:

3.15.1. (a) each Group Company is, and since the Lookback Date, has been, in compliance in all material respects with all Environmental Laws, and (b) there has been no Environmental Release by or on behalf of any Group Company, of any material amount of any Hazardous Substance on, upon, into or from any Leased Real Property, or to the Knowledge of the Company, any other site previously owned, leased or otherwise operated or used by any Group Company that, individually or in the aggregate, would result in material Liability for the Group Companies, taken as a whole;

3.15.2. without limiting the generality of the foregoing, the Group Companies hold and are in compliance with all Permits that are required pursuant to Environmental Laws, except for such failure to obtain or noncompliance that would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole;

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3.15.3. there are no material pending or, to the Knowledge of the Company, threatened, Environmental Claims against the Group Companies;

3.15.4. there has been no generation, manufacture, sale, handling, treatment, recycling, storage, transportation, disposal of, arrangement for the disposal of, or placement of Hazardous Substance by any Group Company that would result in material Liability for the Group Companies pursuant to any Environmental Laws, taken as a whole;

3.15.5. no Group Company has agreed to assume any actual or potential liability under any Environmental Laws of any other Person;

3.15.6. Buyer has been provided with access to true and correct copies of all material reports, investigations, audits, and inspections in possession, custody or control of the Group Companies pertaining or relating to Hazardous Substances or Environmental Claims in connection with any real property now or previously owned, leased used, or occupied by any Group Company;

3.15.7. Since the Lookback Date, no Group Company has received any written notice that any property now or previously owned, operated or leased by such Group Company is listed or is proposed for listing on the National Priorities List pursuant to CERCLA (or similar foreign Law), the Comprehensive Environmental Response, Compensation and Liability Information System List or on any similar state or foreign list of sites requiring investigation or cleanup, and no Lien (other than Permitted Liens) has been filed against either the personal or real property owned or leased by such Group Company under any Environmental Law regulation promulgated thereunder or order issued with respect thereto; and

3.15.8. since the Lookback Date, no Group Company has received any written notice of any material violation of, or material liability (including any investigatory, corrective or remedial obligation) under, any Environmental Laws.

3.16. Material Contracts.

3.16.1. Schedule 3.16.1 sets forth, by applicable subsection, a correct and complete list of all executory Contracts of the types described below, as amended or otherwise modified and in effect, to which any Group Company is a party or by which any of the Group Companies’ assets or properties are bound or subject as of the date hereof and that are in effect on the date hereof any invoices or purchase orders (such Contracts, and together with the Existing Employment Agreements and the Real Property Leases, collectively, the “Material Contracts”):

(a) all Contracts pursuant to which any Group Company (i) made payments to any third party in the twelve (12) month period prior to the date hereof, in excess of $1,000,000; or (ii) received payments from any third party in the twelve (12) month prior to the date hereof, in excess of $1,000,000 prior to the date hereof;

(b) all Contracts with Material Vendors;

(c) all Contracts with Material Customers;

(d) any Contract with any Governmental Authority;

(e) any Contract pursuant to which a partnership, joint venture or other similar arrangements was established;

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(f) any Contract which imposes a restriction on the geographies or businesses in which any Group Company may operate the Business;

(g) any Contract providing for the employment of any executive officer, excluding any such Contract that provides for at-will employment with no severance obligations;

(h) any Contract containing covenants that (or in any way purport to) (i) restrict any business activity (including the solicitation, hiring or engagement of any Person or the solicitation of any customer or suppliers) of any Group Company or any Affiliate thereof,(ii) limit the freedom of any Group Company or any Affiliate thereof to engage in any line of business or compete with any Person, or (iii) contain or provide for “most favored nation” terms;

(i) any Contract under which any Group Company has advanced or loaned an amount to any of its Affiliates;

(j) any IP Contract;

(k) any material agency, dealer, distributor, sales representative, marketing or other similar Contract;

(l) all collective bargaining or similar agreements with a labor union;

(m) (i) any indenture, mortgage, pledge, security agreement, note or other Contract evidencing Indebtedness of any Group Company for borrowed money or otherwise placing a Lien on any asset or property of any Group Company or the Business (other than Permitted Liens), (ii) any guaranty or any other evidence of Liability held by any Group Company for any Indebtedness or obligation of any other Person that is not a Group Company, or (iii) any letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which any Group Company is the beneficiary but excluding endorsements of instruments for collection in the ordinary course of the operation of such entity);

(n) any Contract providing for the engagement of temporary foreign workers;

(o) all outstanding powers-of-attorney granted by any Group Company for any purpose whatsoever;

(p) each form of Contract used by any Group Company as a standard form in the ordinary course of business;

(q) each Contract with a Material Customer or Material Vendor that is inconsistent in all material respects with the form of Contract set forth on Schedule 3.16.1(p);

(r) each Contract that relates to the disposition or acquisition of Equity Interests, assets or properties of any Group Company (other than any disposition or acquisition in the ordinary course), or any merger or business combination with respect to any Group Company and pursuant to which such Group Company has an outstanding obligation, in each case entered into at anytime during the last three (3) years; provided, that the foregoing shall not apply to non-disclosure agreements entered into in connection therewith; and

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(s) all Contracts related to capital projects and capital expenditures in excess of $500,000 individually in any single year or $1,000,000 in the aggregate, that is not terminable by a Group Company on notice of ninety (90) calendar days or less without cost or liability.

3.16.2. The Company has made available to Buyer a true and correct copy of each Material Contract, in each case, as amended or otherwise modified and in effect. Except as set forth on Schedule 3.16.2 and except as has not had, and would not reasonably be expected to have, a material impact on the Group Companies, (a) each Material Contract is a valid and binding agreement of the applicable Group Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect in all material respects, (b) no Group Company is, and, to the Knowledge of the Company, no other party thereto is, in default under, or in breach or violation of (or, to the Knowledge of the Company, is alleged to be in breach or default under) any Material Contract in any material respect, and (c) to the Knowledge of the Company, no Occurrence has occurred on or prior to the date hereof that (with or without notice, lapse of time or both) would constitute a material default by any Group Company or, to the Knowledge of the Company, the other party thereto, under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any material benefit thereunder.

3.17. Transactions with Affiliates. Schedule 3.17 sets forth all Contracts (other than employment agreements, equity or incentive equity documents, Organizational Documents, and Employee Plans that have been made available to Buyer) between any Group Company, on the one hand, and any (a) Affiliate of any Group Company, (b) officer, director or employee of any Group Company, or (c) to the Knowledge of the Company, member of the immediate family of any of the Persons described in the foregoing clause (a) and (b) (in each case, other than a Group Company), on the other hand (other than compensation, benefits, equity interests or expense reimbursement received as employees or directors in the ordinary course of business) (collectively, “Affiliate Agreements”).

3.18. Litigation; Governmental Orders.

3.18.1. Litigation. Except as disclosed on Schedule 3.18.1, since the Lookback Date there have been no Actions, and as of the date hereof, there are no Actions pending against, or to the Knowledge of the Company, threatened against any Group Company, its assets or the Business, or any Representatives of any Group Company in their capacity as such in each case to the extent that any such Action would, if determined adversely against any Group Company or any Representatives of any Group Company in their capacity as such, reasonably be expected to result in material liability to the Group Companies.

3.18.2. Governmental Orders. Except as disclosed on Schedule 3.18.2, no Governmental Order has been issued that is applicable to any Group Company or its assets or the Business, except as would not have, and would not reasonably be expected to have, a material impact on the operations of the Group Companies.

3.19. Insurance. Schedule 3.19 contains a list of each policy and binder of insurance of each Group Company (including property, casualty, liability, life, health, accident, workers’ compensation and bonding arrangements) owned by, or maintained for the benefit of, or respecting which any premiums are

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paid directly or indirectly by a Group Company (collectively, the “Insurance Policies”). All Insurance Policies are in full force and effect, and no written notice of cancellation or termination has been received by any Group Company with respect to any such policy. All premiums due and payable under the Insurance Policies have been paid in full or have been fully accrued for on the Interim Financial Statements. No Group Company has received (a) any written notice that would reasonably be expected to be followed by a notice of cancellation or non-renewal of any Insurance Policy, (b) any written notice of denial of coverage or reservation of rights with respect to any pending or threatened claims against any such Insurance Policy, (c) any written notice that any issuer of such Insurance Policy has filed for protection under applicable bankruptcy or insolvency Laws or is otherwise in the process of liquidating or has been liquidated, or (d) any other written indication that any such Insurance Policy may no longer be in full force or effect or that the issuer of any such policy or binder may be unwilling or unable to perform its obligations thereunder.

3.20. Labor Matters.

3.20.1. A true, correct and complete listing of all employees of the Group Companies as of five (5) days prior to the date hereof (collectively, the “Company Employees”) has been provided to Buyer, including each such Person’s name, job title or function and job location, credited service date, full- or part-time status, exempt or non-exempt status under the Fair Labor Standards Act (the “FLSA”), or as applicable under local employment standards Law, as well as a true, correct and complete listing of his or her current and prior calendar year salary or wage payable by the applicable Group Company, the amount of all incentive compensation paid or payable to such Person for the current and prior calendar year, the amount of accrued but unused vacation time and/or paid time off, each as of five (5) days prior to the date hereof, and whether any Company Employee is on an employer-sponsored non-immigrant visa and if so, the type and expiration date. Except as identified on Schedule 3.20.1(a), no Group Company has paid in the prior or current calendar year or promised to pay any bonuses, commissions or incentives to any Company Employee, including any officer, manager or director.

3.20.2. Each Group Company is, and since the Lookback Date has been, in material compliance with all Laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, immigration, verification of work authorization, payment of social security, government, pension remittances, and other Taxes, labor relations, fair employment practices, employment discrimination (including harassment), retaliation, reprisal, benefits, classification under the FLSA and other applicable state and local Laws, pay equity, hours, overtime compensation, vacation pay, child labor, hiring, promotion and termination of employees, employee privacy, data protection, working conditions, tracking of working time, meal and break periods, occupational health and safety, workers’ compensation, leaves of absence, plant closings and mass layoffs, employment eligibility verification, affirmative action, employment and reemployment rights of members of uniformed services, secondment, civil rights and unemployment insurance. No Group Company has any material Liability with respect to the misclassification of employees as independent contractors, or with respect to the misclassification of employees as exempt versus non-exempt. Since the Lookback Date, no allegations of any human rights breaches or sexual harassment have been made against any officer or director (or equivalent) of a Group Company with respect to their work for such Group Company.

3.20.3. True and complete copies as of the date hereof of each separate written employment Contract between a Group Company and any individual employee or officer of such Group Company, other than any at-will offer or promotion letters that do not provide for severance, change of control payments, or similar benefits (collectively, the “Existing Employment Agreements”) have been provided to Buyer.

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3.20.4. To the Knowledge of the Company, no officer of any Group Company or any Company Employee earning base compensation in excess of $210,000 has disclosed any plans to the Group Company to terminate his or her employment or relationship with such Group Company prior to the twelve (12) month anniversary of the Closing.

3.20.5. Each Group Company has paid or made provisions for payment of all salaries, wages, social security contributions, overtime, and other compensation, which are payable by a Group Company to any Company Employees of any Group Company, accrued through the Closing Date.

3.20.6. Except as set forth on Schedule 3.20.5, the Group Companies are not bound by any collective bargaining agreement with a labor union or employee association with respect to their employees; have not voluntarily recognized the bargaining or certification rights of any labor union or employee association; to the Knowledge of the Company, no labor union or employee association has claimed that any of the Group Companies is related to or a common employer to any other company that may be subject to bargaining rights; and no labor union or employee association has bargaining rights in respect of any employees of any Group Company, with respect to their employment with such Group Company. Except as set forth on Schedule 3.20.6, no collective bargaining agreement is currently being negotiated by the Group Companies with any labor union or employee association with respect to their employees.

3.20.7. Since the Lookback Date, there have been no, and there is no pending or, to the Knowledge of the Company threatened, labor strike, work stoppage, lock out, walkout, slowdown, or other similar material labor dispute. No Group Company is or since the Lookback Date has been subject to any material unfair labor practice charges before the National Labor Relations Board, the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices. No petition has been filed nor has any proceeding been instituted by any Company Employee or group of Company Employees, or to the Knowledge of the Company threatened to be filed, with the National Labor Relations Board or similar Governmental Authority seeking recognition of a collective bargaining agreement.

3.20.8. To the Knowledge of the Company, there is no labor union organizing campaign or other similar effort in progress or threatened by, or on behalf of any labor union involving any employees of any Group Company and there have been no such efforts since the Lookback Date.

3.20.9. No Group Company has received written notice, or to the Knowledge of the Company, other notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Law to conduct an investigation with respect to an alleged material violation by any Group Company of any Law applicable thereto and, to the Knowledge of the Company, no such investigation is in progress. There is no notice of material and adverse assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment which any Group Company has received since the Lookback Date from any occupational safety, workplace safety and insurance, or workers’ compensation board, or similar Governmental Authority in any jurisdiction where any Group Company carries on business, nor are there any pending claims or charges.

3.20.10. During the past twelve (12) months, no Group Company has effectuated: (a) a “plant closing” (as defined in the WARN Act, or mass termination under any similar Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Group Companies; or (b) a “mass layoff” (as defined in the WARN Act, or any similar Law) affecting any site of employment or facility of any Group Company. No Group Company has any material outstanding liability arising from a failure to comply with the WARN Act, as amended, or any similar state or local Law.

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3.20.11. Each Group Company has properly classified all individuals providing services to each such entity as employees or non-employees for all relevant purposes since the Lookback Date, and no written notice, or to the Knowledge of the Company, other notice from any Governmental Authority has been received by any Group Company disputing such classification. A true, correct and complete listing of all individuals who are currently performing services as independent contractors under a contract and their current rate of compensation and total fees paid last year and this year has been provided to Buyer.

3.20.12. The Company maintains a valid U.S. Citizenship and Immigration Services Form I-9 (Employment Eligibility Verification) for each Company Employee located in the United States.

3.20.13. The Company has effectuated any required COVID-19 safety policies and protocols in compliance in all material respects with all applicable COVID-19 Measures that have the force of Law. None of the Group Companies have received any written complaints from any current Company Employees regarding any material and adverse failure of the Company to comply with applicable COVID-19 Measures that have the force of Law regarding worker safety.

3.21. Brokers. There are no brokerage commissions, finders’ fees or similar compensation payable in connection with the Contemplated Transactions based on any arrangement or agreement made by or on behalf of Seller or the Company other than fees (if any) that will (a) be paid as contemplated by Section 2.4.1 or (b) otherwise be paid by Seller and its Affiliates and for which Buyer and its Affiliates (including, after the Closing, the Company) will have no responsibility to pay.

3.22. Suppliers. Schedule 3.22 sets forth a list of the Group Companies’ top twenty (20) suppliers and third party service providers (the “Material Vendors”) based on expenditures for the twelve (12) month period ending on December 31, 2021, the total expenditures in the aggregate associated with each such supplier or third party service provider during such period. Except as set forth on Schedule 3.22, since January 1, 2021, no Material Vendor has cancelled, terminated or otherwise materially altered any Contract with any Group Company to which it is a party (including any material change in the rate or amount of sales or in the prices charged, except as required by contract or otherwise in the ordinary course of business), or provided written notice to any Group Company of an intention to do any of the foregoing.

3.23. Customers. Schedule 3.23 sets forth a list of the Group Companies’ top twenty (20) largest customers (the “Material Customers”), taken as a whole, based on actual revenue received by the Group Companies for the twelve (12) month period ending on December 31, 2021, the total revenue in the aggregate associated with each such customer during such period. Except as set forth on Schedule 3.23, since January 1, 2022, no Material Customer has cancelled, terminated or otherwise materially altered any Contract with any Group Company to which it is a party (including any material change in the rate or amount of purchases, except as required by contract or otherwise in the ordinary course of business), or provided written notice to any Group Company an intention to do any of the foregoing.

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3.24. Anti-Corruption and Trade.

3.24.1. In the past six (6) years, each Group Company, and to the Knowledge of the Company, its current and former Representatives acting on behalf of any Group Company in the past six (6) years (when acting in such capacity or otherwise on behalf of such Group Company, as applicable), has been in compliance with all applicable Illegal Business Practice Laws in all material respects. Since the Lookback Date, to the Knowledge of the Company, none of the current or former Representatives of any Group Company acting on behalf of any Group Company: (i) is using or has used, any funds of the Group Companies for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity or for reimbursement, in whole or in part, of any such expenditure; (ii) is using or has used, any funds of the Group Companies for any direct or indirect unlawful payments to any person, including any foreign or domestic government officials or employees; (iii) has been in material violation of any provision of the Foreign Corrupt Practices Act of 1977, U.K. Bribery Act of 2010, or any other Illegal Business Practice Law; (iv) is maintaining or has established or maintained, any unlawful or unrecorded fund of the Group Companies’ monies or other properties; (v) has made, at any time since their respective dates of formation, any false or fictitious entries on the books and records of the Group Companies; or (vi) has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or otherwise engaged in any pay-for-play practices, using any funds or otherwise on behalf of the Group Companies.

3.24.2. No Group Company has (a) been the subject of any investigations, reviews, audits, or inquiry by any Governmental Authority alleging actual or potential violation of any applicable Illegal Business Practice Laws or (b) made a voluntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any Illegal Business Practice Laws. The Group Companies have established sufficient internal controls and procedures reasonably calculated to ensure compliance with applicable Illegal Business Practice Laws and has made available all of such documentation to Buyer.

3.24.3. In the past six (6) years, the Group Companies have (a) been in material compliance with all, and no Group Company has made any pending voluntary self-disclosures with respect to any, applicable import, export or re-export control, or sanctions Laws, orders or regulations of any and all applicable jurisdictions, including the United States, the United Kingdom, the European Union and any jurisdiction in which a Group Company is established or from which it imports, exports or re-exports any items, or in which it provides services, including import requirements administered by the U.S. Customs and Border Protection and the Office of the United States Trade Representative, the Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Department of Commerce, sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department and the International Traffic in Arms Regulations administered by the Directorate of Defense Trade Controls of the U.S. State Department, all as amended from time to time (collectively, “Trade Laws”), (b) no Group Company has received written notice from any Governmental Authority that any Group Company is under criminal or civil investigation concerning any of the Trade Laws, and (c) no Group Company has made any or has any pending voluntary self-disclosures with respect to applicable Trade Laws. In the past six (6) years, the Group Companies have at all times acted without violation and in compliance with the Trade Laws in all material respects. The Group Companies have established sufficient internal controls and procedures reasonably calculated to ensure compliance with Trade Laws and has made available all of such documentation to Buyer.

3.24.4. Since the Lookback Date, no Group Company has received any notice from any Governmental Authority of non-compliance with any of the Trade Laws which could subject the Company to civil or criminal fines, penalties or other measures. Each Group Company, and its current and former Representatives (when acting in such capacity or otherwise on behalf of such Group Company, as applicable), is in compliance with and has since the Lookback Date, complied with all Trade Laws.

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3.25. Inventory. Except as otherwise adequately reserved for in the Reference Balance Sheet in accordance with GAAP, (i) all inventory of the Group Companies (including all raw materials, works-in-process or finished goods related thereto) consists of items of good, usable and merchantable quality in the ordinary course of business and none of such inventory is damaged in any material respect or obsolete and (ii) the quantities of each item of such inventory are not excessive in any material respect, but are reasonable in the present and projected circumstances of the operation of the business of the Group Companies and are saleable in the ordinary course of business. All such inventory not written off in the Reference Balance Sheet has been valued in accordance with GAAP consistently applied. Since the Reference Balance Sheet Date, the inventory of the Group Companies has been replenished in a normal and customary manner consistent with past practice.

3.26. Customer Warranties. (a) All Products manufactured, sold or delivered by any Group Company with respect to which such Group Company’s standard warranty or warranties have not yet expired conform with such warranties in all material respects and (b) no Group Company has any material Liability for replacement thereof other than in the ordinary course of business. Except as set forth in Schedule 3.26(b), no material claims have been made under the customer warranties or guarantees of the Group Companies and no reasonable basis exists for such a claim. The Group Companies have not modified or expanded its warranty obligation to any customer beyond that set forth in their respective standard warranties in any material respect.

3.27. Product Liabilities. Each product manufactured, sold, leased, licensed, delivered or installed by a Group Company and all services performed by a Group Company for customers (collectively, the “Products”) is, and at all times since the Lookback Date has been, in all material respects (i) in compliance with all applicable Laws, (ii) fit, in all material respects, for the ordinary purposes for which it is intended to be used, (iii) in conformity in all material respects with any and all Contracts, express and implied warranties, promises and affirmations of fact made by any Group Company. No Group Company has any material Liability (and, to the Knowledge of the Company, there is no fact, situation, circumstance, condition or other basis for any present or future Action giving rise to any material Liability) for replacement or repair of any Products or other damages in connection with any Products, subject only to the reserve for product warranty claims set forth on the face of the Reference Balance Sheet, as adjusted for the passage of time in accordance with GAAP. None of the Products sold by any Group Company since the Lookback Date has been the subject of any replacement, retrofit, modification or recall campaign by any Group Company (voluntary or otherwise), and to the Knowledge of the Company, there is no reasonable basis for any replacement, retrofit, modification or recall campaign relating to such Product. There are not and there have not been any material disputes or material controversies involving any customer, distributor, supplier or any other Person regarding the quality, merchantability or safety of or defect in, or involving a claim of breach of warranty which has not been fully resolved with respect to, or involving a claim for product liability damages directly or indirectly caused by, any Product purchased, manufactured or sold by any Group Company.

3.28. Accounts Receivable; Accounts Payable.

3.28.1. The accounts receivable reflected on the Interim Financial Statements and the accounts receivable that have arisen after the date of the Reference Balance Sheet Date, in all material respects, (a) have arisen from bona fide transactions entered into by the Group Companies involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of a Group Company not subject to valid claims of set-off or other defenses or counterclaims other than normal cash discounts

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accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the unaudited Financial Statements or, with respect to accounts receivable arising after the Reference Balance Sheet Date, on the accounting records of the Group Companies have in all material respects been determined in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

3.28.2. No Group Company is materially delinquent in its payment of any material amounts with respect to any accounts payable as of the date hereof, and no such accounts payable have been deferred (regardless of whether such Group Company and such third party have agreed to such deferral).

3.29. COVID Measures. No Group Company has directly or indirectly, sought, pursued, applied for, claimed, obtained, received, accepted or otherwise availed itself of any loan, grant, funding, tax benefit or other benefit, relief or assistance under (a) the CARES Act, (b) Covid-19 Emergency Response Act (Canada), (c) any government program established or expanded thereunder, related thereto or funded thereby or (d) any other legislation enacted, any rule or regulation promulgated, or any other program established or expanded, by any Governmental Authority in connection with, or in response to, COVID-19 or designed to provide economic or other benefit, relief or assistance to Persons in connection therewith or in relation thereto (including (i) the U.S. Small Business Administration’s Economic Injury Disaster Loan program, and (ii) any program or facility established or expanded by the Federal Reserve in response to COVID-19, including the Main Street Lending Program, the Main Street New Loan Facility, the Main Street Priority Loan Facility, the Main Street Expanded Loan Facility, the Primary Market Corporate Credit Facility and the Secondary Market Corporate Credit Facility). Each Group Company has complied in all material respects with all applicable COVID-19 Measures that have the force of Law.

3.30. Bank Accounts; Power of Attorney. Schedule 3.30 sets forth a true and complete list of (a) the names and locations of all banks, trust companies, securities brokers and other financial institutions at which any Group Company has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship (collectively, the “Bank Accounts”), and (b) each such Bank Account, indicating in each case the account number and the names of the respective Representatives of the Group Companies having signatory power with respect thereto.

3.31. Solvency. No insolvency proceeding of any character, including, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting any Group Company or any of their respective assets or properties is pending or, to the Knowledge of the Company, threatened. No Group Company has taken any action in contemplation of, or that would constitute the basis for, the institution of any such insolvency proceedings. No obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Group Companies, Seller or any of their respective Affiliates.

4. REPRESENTATIONS AND WARRANTIES OF SELLER.

Except as set forth on the Disclosure Schedules, Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:

4.1. Organization. Seller is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Seller has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Contemplated Transactions.

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4.2. Authorization. Seller has the limited liability company power and authority to execute and deliver this Agreement and any other Transaction Documents to which Seller is a party and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Seller has taken all limited liability company actions or proceedings required to be taken by or on the part of Seller to authorize and permit the execution and delivery by Seller of this Agreement and any other Transaction Documents to which Seller is a party and the consummation by Seller of the Contemplated Transactions. This Agreement and any other Transaction Documents to which Seller is a party has been duly executed and delivered by Seller, and assuming the due authorization, execution and delivery by each of the other parties hereto or thereto, constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions.

4.3. Title to Shares. Seller is the record and beneficial owner of and has good and valid title to the Shares, free and clear of any Liens (other than restrictions on future transfers arising under the Securities Act and applicable state or foreign securities Laws). Other than this Agreement or the Organizational Documents of Seller or the Company, there are no Contracts to which Seller is a party or by which it is bound with respect to the voting, sale, transfer, or other disposition of the Shares. Immediately upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Shares, free and clear of all Liens (other than restrictions on future transfers arising under the Securities Act and applicable state or foreign securities Laws).

4.4. No Violation or Approval; Consents. Except as set forth on Schedule 4.4, neither the execution and delivery by Seller of this Agreement nor the consummation by Seller of the Contemplated Transactions will:

4.4.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than required filings under the HSR Act or any other antitrust or competition Laws;

4.4.2. result in a breach, violation or termination of, constitute a default or an Occurrence that, with or without notice or lapse of time or both, would constitute a default under, or acceleration of obligations under, or default under, or require the consent of any third party under, any Contract to which Seller is party or Governmental Order to which Seller is subject, except for such breaches, violations, terminations, accelerations, defaults or consents as would not reasonably be expected to prevent or materially impair or materially delay the ability of Seller to consummate the Contemplated Transactions in accordance with the terms hereof;

4.4.3. result in a violation in any material respect of any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over Seller, except for any violation as would not reasonably be expected to prevent or materially impair or materially delay the ability of Seller to consummate the Contemplated Transactions in accordance with the terms hereof;

4.4.4. result in the creation or imposition of any Lien on the Shares (other than restrictions on future transfers arising under the Securities Act and applicable state or foreign securities Laws); or

4.4.5. result in a breach or violation of, or default under, the Organizational Documents of Seller.

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4.5. Litigation; Governmental Orders.

4.5.1. Litigation. There is no Action pending or, to the knowledge of Seller threatened against Seller or any of its properties, assets or businesses, that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Contemplated Transactions.

4.5.2. Governmental Orders. No Governmental Order has been issued that is applicable to Seller or any of its properties, assets or businesses that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Contemplated Transactions.

4.6. Brokers. Except as set forth on Schedule 4.6, no broker, finder, financial advisor or investment banker is entitled to any broker’s, finder’s, financial advisor’s or investment banker’s fee or commission in connection with the Contemplated Transactions (which such fees and commissions shall be included as Transaction Expenses) based upon arrangements made by and on behalf of Seller.

5. REPRESENTATIONS AND WARRANTIES RELATING TO BUYER.

Buyer hereby represents and warrants to Seller and the Company as of the date hereof and as of the Closing Date as follows:

5.1. Organization. Buyer is a Delaware limited liability company, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization.

5.2. Authorization. Buyer has the requisite power and authority to execute and deliver this Agreement and any other Transaction Documents to which Buyer is a party and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Buyer has taken all requisite actions or proceedings required to be taken by or on the part of Buyer to authorize and permit the execution and delivery by Buyer of this Agreement and any other Transaction Documents to which Buyer is a party and the consummation by Buyer of the Contemplated Transactions. This Agreement and any other Transaction Documents to which Buyer is a party has been duly executed and delivered by Buyer, and assuming the due authorization, execution and delivery by each of the other parties hereto or thereto, constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions.

5.3. No Violation or Approval; Consents. Neither the execution and delivery by Buyer of this Agreement nor the consummation by Buyer of the Contemplated Transactions will:

5.3.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than required filings under the HSR Act or any other antitrust or competition Laws;

5.3.2. result in a breach, violation or termination of, or acceleration of obligations under, or default under, or require the consent of any third party under, any Contract to which Buyer is party or Governmental Order to which Buyer is subject, except for such breaches, violations, terminations, accelerations, defaults or consents as would not reasonably be expected to prevent or materially impair or materially delay the ability of such Buyer to consummate the Contemplated Transactions in accordance with the terms hereof;

5.3.3. result in a violation in any material respect of any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over Buyer, except for any violation as would not reasonably be expected to prevent or materially impair or materially delay the ability of Buyer to consummate the Contemplated Transactions in accordance with the terms hereof;

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5.3.4. result in the creation or imposition of any Lien on any properties or assets of Buyer; or

5.3.5. result in a breach or violation of, or default under, the Organizational Documents of Buyer.

5.4. Litigation; Governmental Orders.

5.4.1. Litigation. There is no Action pending or, to the knowledge of Buyer threatened in writing against Buyer or any of its Affiliates or any of their properties, assets or businesses, that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Contemplated Transactions.

5.4.2. Governmental Orders. No Governmental Order has been issued that is applicable to Buyer or any of its Affiliates or any of their respective properties, assets or businesses that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Contemplated Transactions.

5.5. Available Funds; Solvency. Buyer has, or as of the Closing will have, immediately available funds in an amount sufficient to pay in cash all amounts payable pursuant to Article 2 and all fees and expenses of Buyer incurred in connection with the Contemplated Transactions. Buyer is, and (assuming the accuracy of the representations and warranties of the Company and Seller set forth herein) after giving effect to the Contemplated Transactions will continue to be, Solvent.

5.6. Brokers. There are no brokerage commissions, finders’ fees or similar compensation payable in connection with the Contemplated Transactions based on any arrangement or agreement made by or on behalf of Buyer or any of its respective Affiliates other than fees (if any) that will be paid by Buyer or its Affiliates and for which Seller and its respective Affiliates (including, prior to Closing, the Company) will have no responsibility to pay.

5.7. Investment Intent. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of their participation in the Contemplated Transactions. Buyer is acquiring the Shares for investment for its own account and not with a view to, or for sale in connection with, any distribution of any part thereof. Buyer acknowledges that the Shares and the sale thereof have not been registered under the Laws of any jurisdiction.

6. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER.

The obligations of Buyer to consummate the Closing are subject to the satisfaction or written waiver on or prior to the Closing of each of the following conditions:

6.1. Representations and Warranties. (a) The Fundamental Representations, shall be true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and at and as of the Closing with the same effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date); (b) the representations and warranties of the Company (other than the Fundamental Representations) contained in Article 3, without giving effect to any qualifications or exceptions as to “materiality” or “Material Adverse Effect” set forth therein, shall be true and correct as of the date hereof and at and as of the Closing Date with the same effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), except for such failures to be so true and correct as

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shall not have had, and would not reasonably be expected to have, a Material Adverse Effect; and (c) the representations and warranties of Seller contained in Article 4 (other than the Fundamental Representations), without giving effect to any qualifications or exceptions as to “materiality” set forth therein, shall be true and correct as of the date hereof and at and as of the Closing Date with the same effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), except for such failures to be so true and correct as shall not have had, and would not reasonably be expected to materially impair or delay Seller’s ability to perform its respective obligations under this Agreement and the other Transaction Documents or consummate the Contemplated Transactions.

6.2. Performance of Obligations. Seller and the Company will have performed in all material respects all covenants and agreements required by this Agreement to be performed by Seller or the Company, as applicable, on or prior to the Closing.

6.3. No Material Adverse Effect. Since the date of this Agreement, there has not been any Occurrence which has had or would reasonably be expected to have a Material Adverse Effect.

6.4. Company and Seller Compliance Certificates. Each of the Company and Seller will have delivered to Buyer a certificate dated as of the Closing Date to the effect that each of the conditions specified above in Sections 6.1, 6.2, and 6.3, as applicable, has been satisfied.

6.5. Secretary Certificate. The Company will have delivered to Buyer a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company certifying that (a) attached thereto is a complete and correct copy of the resolutions adopted by the board of directors (or similar governing body) of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the Contemplated Transactions, and (b) such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date.

6.6. Payoff Letters. The Company will have delivered to Buyer (a) the Payoff Letters, duly executed by the applicable holders of Closing Indebtedness to be paid at Closing, and (b) any other customary applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), releasing and terminating any and all Liens (other than Permitted Liens), relating to borrowed money of the Company, in each case, in form and substance reasonably satisfactory to Buyer.

6.7. FIRPTA Certificate. Seller will have delivered to Buyer a certificate substantially in the form provided for in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), certifying that the Shares do not constitute “United States real property interests” within the meaning of Section 897(c)(1) of the Code and the Regulations thereunder, together with an accompanying notice satisfying the requirements of Treasury Regulations 1.897-2(h) to be delivered promptly to the IRS following Closing; provided, however, that notwithstanding the foregoing, the sole remedy under this Agreement for the failure of Seller to provide such certificate specified in this Section 6.7 to Buyer shall be to withhold in accordance with Section 2.2.2 any Taxes required to by withheld by reason of such failure from any payment otherwise payable pursuant to this Agreement.

6.8. Injunctions. No Governmental Authority will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other Governmental Order (whether temporary, preliminary or permanent) that remains in effect and has the effect of prohibiting the consummation of the Closing.

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6.9. Regulatory Approval. (a) Any waiting period (and any extensions thereof) applicable to consummation of the Contemplated Transactions required under the HSR Act and under any foreign antitrust, competition or pre-merger notification Laws shall have expired or been terminated, and (b) all other foreign antitrust, competition, foreign direct investment, trade, pre-merger notification or other regulatory approvals as may be required to consummate the Contemplated Transactions shall have been made or obtained, as applicable.

6.10. Escrow Agreement. Buyer will have received a copy of the Escrow Agreement, duly executed by Seller and the Escrow Agent.

6.11. Restrictive Covenant Agreements. All Restrictive Covenant Agreements shall be in full force and effect as of the Closing.

6.12. Termination of Affiliate Agreements. The Company will have delivered to Buyer duly executed and delivered termination agreements, in form and substance reasonably acceptable to Buyer, with respect to all Affiliate Agreements providing for the termination of such Affiliate Agreements at or prior to the Closing , in a form and substance reasonably acceptable to Buyer.

6.13. Additional Requirements. The Company will have delivered to Buyer the deliverables set forth on Schedule 6.13, in each case in form and substance reasonably acceptable to Buyer.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND SELLER.

The obligations of the Company and Seller to consummate the Closing are subject to the satisfaction or written waiver on or prior to the Closing of each of the following conditions:

7.1. Representations and Warranties. The representations and warranties of Buyer contained in Article 5, without giving effect to any qualifications or exceptions as to “materiality” set forth therein, shall be true and correct as of the date hereof and at and as of the Closing Date with the same effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), except for such failures to be so true and correct as shall not have had, and would not reasonably be expected to materially impair or delay Buyer’s ability to perform its respective obligations under this Agreement and the other Transaction Documents or consummate the Contemplated Transactions.

7.2. Performance of Obligations. Buyer will have performed in all material respects all covenants and agreements required by this Agreement to be performed by Buyer on or prior to the Closing.

7.3. Buyer Compliance Certificate. Buyer will have delivered to Seller a certificate of Buyer dated as of the Closing Date to the effect that each of the conditions specified above in Sections 7.1 and 7.2 has been satisfied.

7.4. Injunctions. No Governmental Authority will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) that remains in effect and has the effect of prohibiting the consummation of the Closing.

7.5. Regulatory Approval. (a) Any waiting period (and any extensions thereof) applicable to consummation of the Contemplated Transactions required under the HSR Act and under any foreign antitrust, competition or pre-merger notification Laws shall have expired or been terminated and (b) all other foreign antitrust, competition, foreign direct investment, trade, pre-merger notification or other regulatory approvals as may be required to consummate the Contemplated Transactions shall have been made or obtained, as applicable.

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7.6. Payments. Buyer shall have made the payments set forth in Section 2.4.

7.7. Escrow Agreement. Seller will have received a copy of the Escrow Agreement, duly executed by Buyer and the Escrow Agent.

8. COVENANTS OF THE PARTIES.

8.1. Access to Premises and Information. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon reasonable notice from time to time prior to the Closing Date, the Company will permit Buyer, and its Representatives to have reasonable access during normal operating hours to the records and books of account of the Group Companies (the “Records”) in possession of the Group Companies and to the premises of the Group Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group Companies; provided, however, that such access shall be at Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will use reasonable efforts to provide such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoing.

8.2. Conduct of Business Prior to Closing. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, except as set forth on Schedule 8.2, the Group Companies shall (a) conduct the Business in all material respects in the ordinary course of business, consistent with past practices and (b) preserve intact the Company’s present business, organization, assets and operations and maintain its relations and goodwill with the suppliers, customers, key employees, and others having a business relationship with the Company; provided, that, notwithstanding the foregoing, (x) the Group Company may take any COVID-19 Actions in good faith, (y) the Group Company may use all available cash to repay any Indebtedness or Transaction Expenses prior to the Closing, and (z) the Group Company may take into account the Contemplated Transactions in calculating and paying estimated Taxes. Without limiting the generality of the foregoing, without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed), no Group Company will:

8.2.1. grant or announce any new incentive awards, bonus or similar compensation or any material increase in the wages, salaries, compensation, bonuses, or incentives payable to any Company Employee or individual independent contractor providing similar services, except for increases in the ordinary course of business or to employees or independent contractors earning annual base compensation less than $210,000 or provided for in any Contracts or Company Plans in effect on the date hereof or that would constitute Transaction Expenses;

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8.2.2. (a) except as set forth on Schedule 8.2.2, issue, sell or otherwise dispose of any equity interest or grant any options or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests, (b) redeem, purchase or otherwise acquire, or make or declare any dividend or any other distribution in respect of, any of its Equity Interests, or (c) effect any recapitalization, reclassification, profits interests or like change in capitalization;

8.2.3. incur, assume or guarantee any Indebtedness, other than under credit facilities in existence on the date hereof;

8.2.4. make any material changes in its methods of accounting or accounting practices (including with respect to reserves), other than as required by GAAP (or any interpretation thereof);

8.2.5. make (outside of the ordinary course of business), change or revoke any income or other material Tax election (except as otherwise required by applicable Law), change or adopt any method of Tax accounting (except as otherwise required by applicable Law), settle or otherwise compromise any claim with respect to a material amount of Taxes, waive any right to claim a material Tax refund, file any amended Tax Return, sign or enter into any closing agreement or settlement agreement with respect to any, or compromise any, claim or assessment of Tax liability, consent to any extension or waiver of the limitations period applicable to any claim or assessment (other than in connection with automatic extensions of time to file Tax Returns), in each case, with respect to Taxes;

8.2.6. except as set forth on Schedule 8.2.6, amend its Organizational Documents;

8.2.7. acquire or dispose of any business or investment or any assets having a value in excess of $150,000, except for acquisitions or dispositions of assets in the ordinary course of business;

8.2.8. (i) establish or materially increase or promise to materially increase any benefits under any Company Plan, (ii) adopt, materially amend or terminate any employment agreement for an employee whose base salary is at least $210,000, (iii) implement any employee layoffs that would, solely by reason thereof and not in aggregation with any employment losses implemented as of or following the closing, trigger obligations under the WARN Act, or (iv) hire or engage any individual on a full-time, part-time, consulting, independent contractor, or other basis, except for any employee with an annualized salary or equivalent compensation not in excess of $210,000;

8.2.9. enter into, adopt, materially amend, or terminate any collective bargaining agreement, works council agreement, trade union agreement, employee representation agreement, or similar agreement or arrangement;

8.2.10. enter into any Contract with any Related Party;

8.2.11. except as set forth on Schedule 8.2.11, enter into, materially amend or terminate any Material Contract or any Insurance Policy;

8.2.12. except in the ordinary course of business, sell, transfer, assign, lease, exclusively license, exclusively sublicense, abandon, permit to lapse or expire (other than expiration of registered Intellectual Property Rights in accordance with its maximum statutory term) or otherwise dispose of any registrations or applications included in the Company Material IP;

8.2.13. permit any material Permit to lapse or expire;

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8.2.14. change or modify in any manner the existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, including (a) acceleration of collections of receivables in any material respects (including through the use of discounts for early payment, requests for early payment or otherwise) and (b) failure to pay payables when due or delay in payment of payables compared to past practices in any material respects (including continuation of past practices with respect to the early payment of payables to obtain the benefit of any payment discounts);

8.2.15. make or commit to make any capital expenditures that are in the aggregate in excess of $500,000, except for such capital expenditures or commitments therefor that are reflected in the current budget of the Group Companies provided to Buyer, or fail to make any capital expenditures in accordance with such budget;

8.2.16. waive any material claims or rights of material value of any Group Company or enter into any compromise, settlement or release with respect to any Action affecting any Group Company, other than any settlement or release involving less than $100,000 (net of any insurance amounts) per claim that contemplates only the payment of money (which payment shall be fully paid prior to the Closing Date) without admission of wrongdoing or misconduct, without ongoing limits on the ownership, conduct or operation of the Group Companies and results in a full and absolute release of the claims giving rise to such Actions (other than confidentiality, non-disparagement and other similar administrative provisions);

8.2.17. merge, combine or consolidate with any Person; or

8.2.18. agree or commit to do any of the things referred to in this Section 8.2.

8.3. Confidentiality.

8.3.1. Confidentiality Agreement; Confidentiality. The provisions of the Confidentiality Agreement, to the extent not inconsistent with the express terms of this Agreement, are hereby ratified, confirmed and agreed to as though fully set forth herein. The Confidentiality Agreement shall remain in effect until the Closing, at which point it shall terminate. Notwithstanding the termination of the Confidentiality Agreement at the Closing, from and after the Closing, Buyer shall, and shall cause its Affiliates and its and their respective Representatives to, keep confidential and not use or disclose documents and information concerning Seller or its Affiliates (other than the Group Companies) furnished to Buyer or its Affiliates or its or their respective Representatives in connection with the Contemplated Transactions. Effective upon the Closing and for a period of four (4) years thereafter, Seller shall, and shall cause its controlled Affiliates and each of their respective Representatives to, treat and hold as confidential, and shall not disclose (a) any confidential and proprietary documents and information concerning Buyer, or any of its Affiliates, furnished to it by Buyer or its Representatives in connection with this Agreement or the transactions contemplated hereby, and (b) any confidential and proprietary information regarding any Group Company and/or the Business, including trade secrets, know-how, confidential and proprietary information, in each case other than information that is generally known to the public or that is generally known within any industry in which Seller and its Affiliates or Buyer and its Affiliates operate (such information in clauses (a) and (b), the “Confidential Information”). In the event that Seller, its Affiliates, or their respective Representatives are requested or required (by oral question or request for information or documents in any Action, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller shall, and shall cause its controlled Affiliates, and their respective Representatives to, reasonably promptly, to the extent permitted by applicable Law, notify Buyer

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of the request or requirement so that Buyer may seek, at its sole cost and expense, an appropriate protective order or waive compliance with the provisions of this Section 8.3.1. If, in the absence of a protective order or the receipt of a waiver hereunder, Seller, its Affiliates, or their respective Representatives are, on the advice of counsel, legally required to disclose any such information, Seller, its Affiliates, or their respective Representatives may disclose such information to the requesting authority; provided, however, that Seller shall, and shall cause its Affiliates, and their respective Representatives use commercially reasonable efforts to obtain, at the reasonable request of Buyer and at Buyer’s sole cost, an order or other assurance that confidential treatment will be accorded to such portion of the information required to be disclosed as Buyer shall designate in good faith. Notwithstanding the foregoing or anything else in this Agreement or the Confidentiality Agreement, each party to this Agreement and the Confidentiality Agreement (and each Affiliate and Representative of such party) may disclose (i) to any and all Persons, to the extent necessary, without limitation of any kind, the tax treatment and tax structure of, and tax strategies relating to, the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the party relating to such tax treatment, tax structure or tax strategies; provided that the recipient of such information is subject to a customary confidentiality and non-disclosure obligation, (ii) Confidential Information to its Representatives who have a need to know such information; provided that the recipient of such information is subject to a customary confidentiality and non-disclosure obligation or (iii) Confidential Information to the extent requested by a Governmental Authority as part of an audit or inquiry that is not specifically targeting the Company.

8.3.2. Announcements. Subject to Section 8.3.3, any public announcements, reports, statements or press releases by any party hereto or any of its Affiliates or Representatives regarding the Contemplated Transactions must be approved in advance (as to form, content, timing and manner of distribution) by each of Buyer, the Company and Seller, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that at any time after the initial press release regarding this Agreement is issued, Buyer, Seller and their respective Affiliates or Representatives may issue or make any subsequent press release or public statement (including press release or public statement posted on a website) with respect to the Contemplated Transactions as long as such press release or public statement contains solely information previously provided in the initial press release.

8.3.3. Permitted Disclosures. No provision of this Section 8.3 will be construed to prohibit (a) confidential disclosures by any Group Company to suppliers, customers, lenders, employees, agents and independent contractors of such Group Company to the extent reasonably necessary or desirable, in such Group Company’s judgment, to preserve the Business or to facilitate the Contemplated Transactions, (b) confidential disclosures to legal counsel, accounting advisors and financial advisors, (c) disclosures pursuant to the requirements of a Governmental Order to the extent necessary, (d) disclosures required in connection with legal proceedings between the parties, including to the extent reasonably necessary to enforce the parties’ respective rights hereunder, (e) disclosures required under applicable Law or regulatory rules (including any listing agreement with any securities exchange or stock market), (f) disclosures by Buyer or any of its Affiliates or any of their respective Representatives to the Financing Parties, any lenders or potential lenders or any investors or potential investors in connection with the Debt Financing, subject to the receipt of customary confidentiality undertakings from such Financing Parties and (g) disclosures in the OP Form 10.

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8.4. Preparation for Closing; Antitrust Matters.

8.4.1. Subject to the terms and conditions hereof, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the Contemplated Transactions as promptly as practicable, including: (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary in connection with the Contemplated Transactions; (ii) cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith.

8.4.2. In furtherance (and not in limitation) of the foregoing, each of the Company and Buyer agrees to make all appropriate filings pursuant to (a) the HSR Act with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within five (5) Business Days after the date hereof, including any “pull and refile” pursuant to the HSR Act to the extent necessary, and to supply promptly any additional information and documentary material that may be reasonably requested of such party by the relevant Governmental Authorities in connection with the HSR Act, and (b) any applicable foreign antitrust and competition Laws with respect to the Contemplated Transactions as soon as reasonably practicable and to supply promptly any additional information and documentary material that may be requested of such party by the relevant Governmental Authorities in connection with such applicable antitrust or competition Laws. Buyer shall pay the filing fees associated with HSR filings and any applicable foreign antitrust and competition Laws.

8.4.3. The parties commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates or any of their respective Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review any proposed written communication by such party to any Governmental Authority.

8.4.4. Each of the Company and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such governmental antitrust authority, gives the other party the opportunity to attend and participate. Each party hereto shall, and shall cause its Affiliates and its and their respective Representatives to, coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with the foregoing provided, however, that materials may be redacted (i) as necessary to comply with contractual arrangements or applicable Laws; and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. The parties to this Agreement shall, and shall cause their respective Affiliates and their respective Representatives to, upon request by the other party, provide each other’s outside counsel with copies of all substantive correspondence or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party may, as it deems advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 8.4.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the written consent of the party

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providing such materials, which consent shall not be unreasonably conditioned or delayed. Subject to applicable Law, the parties shall reasonably consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement by or on behalf of any party.

8.4.5. None of the parties hereto shall, or shall permit its respective Affiliates to, (i) acquire or agree to acquire (by merging or consolidating with, or by purchasing a material portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, licenses, rights, operations or businesses of any Person in the United States, or (ii) take any other action with respect to a third party, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation in the United States or such other action would be reasonably expected to impose any material delay in the obtaining of, or increase in any material respect the risk of not obtaining, approval under the HSR Act or increase in any material respect the risk of entry of a Governmental Order prohibiting the consummation of the transactions contemplated by this Agreement.

8.4.6. Nothing in this Section 8.4 or otherwise in this Agreement shall require (i) Buyer to take any action that would prohibit or limit in any respect, or place any conditions on, the ownership or operation by Buyer or its Affiliates (including the Group Companies), the ownership or operation by Buyer, its Affiliates or the Group Companies of any portion of their respective businesses or assets, or compel Buyer, its Affiliates or the Group Companies to dispose of, divest, hold separate or license any portion of their respective businesses, assets or intellectual property rights, respectively, in each case as a result of the transactions contemplated by this Agreement, or (ii) any party to this Agreement to respond to any “second request” or similar request for additional information or documentary material from any Governmental Authority pursuant to the HSR Act or any other Governmental Authority relating to any applicable foreign filings, or to otherwise engage in any litigation with respect to the filings contemplated by this Section 8.4; provided; however, that this Section 8.4.6(ii) shall not apply if Buyer extends the Expiration Date in accordance with Section 9.1.4.

8.4.7. Other than filings under the HSR Act which is dealt with in Section 8.4.2 above, each of Buyer and the Company shall cooperate with one another in a commercially reasonable manner (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from third parties to any Real Property Leases or Material Contracts, in connection with the consummation of the Contemplated Transactions and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided, that nothing in this Agreement shall obligate or be construed to obligate Seller or the Company to make or cause to be made any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Real Property Lease or Material Contract.

8.5. Business Records. Buyer acknowledges that Seller may from time to time for at least seven (7) years following the Closing require access to the Records, and agrees that upon reasonable prior written notice, it will, and will ensure that the Group Companies will, during normal business hours, provide Seller and its Representatives with either access to or copies of the Records. If the Company shall desire to dispose of any such Records prior to the seventh (7th) anniversary of the Closing Date, the Company shall, prior to any such disposition, notify Seller and provide to Seller and its Representatives a reasonable opportunity, at Seller’s expense, to make copies of or remove such Records. Notwithstanding the foregoing, (a) any such access or availability shall be conducted in a manner not to unreasonably interfere with the businesses or

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operations of the Group Companies and (b) none of the Group Companies shall be required to provide or offer to surrender any access or information: (i) if it reasonably determined upon the advice of counsel that doing so would violate any Contract, fiduciary duty or Law to which any Group Company or any of their respective Affiliates are a party or are subject or bound by; (ii) if it reasonably determined upon the advice of counsel that doing so could result in the loss of the ability to successfully assert attorney-client, work product or similar legal privileges; or (iii) if Buyer reasonably determines in good faith that such information would constitute non-financial trade secrets or non-financial proprietary information and should not be disclosed due to its competitively sensitive nature.

8.6. Tax Matters.

8.6.1. Tax Refunds.

(a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date.

(b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit).

(c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date.

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(d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

8.6.2. Preparation and Filing of Tax Returns.

(a) Pre-Closing Period Income Tax Returns. Buyer, the Group Companies and their respective Affiliates shall prepare and timely file, at their sole expense, all applicable Tax Returns of the Group Companies relating to Income Taxes for any Pre-Closing Tax Period or Straddle Period of the Group Companies not yet filed as of the Closing Date with a Due Date after the Closing Date (each such Tax Return, a “Pre-Closing Period Income Tax Return”). Such Pre-Closing Period Income Tax Returns shall be prepared consistent with the past practice of the applicable Group Companies (except to the extent otherwise required by applicable Law) and in accordance with Section 8.6.2(b). At least thirty (30) days prior to the Due Date of any Pre-Closing Period Income Tax Return, Buyer shall deliver such Pre-Closing Period Income Tax Return to Seller for its review and comment and Buyer shall consider in good faith all reasonable comments proposed by Seller. If Seller disputes in good faith the amount of any Taxes shown to be due on such Pre-Closing Period Income Tax Return (or the amount of any Tax Refund), it shall notify Buyer (by written notice within fifteen (15) days of receipt of such draft of such Pre-Closing Period Income Tax Return) of such disputed item (or items), the basis for its objection and the proposed revisions, and any dispute shall be resolved (and such Pre-Closing Period Income Tax Return filed) pursuant to the provisions of Section 8.6.2(b) below. If Seller does not object by written notice within such period, the amount of Taxes relating to such Pre-Closing Period Income Tax Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Agreement. Notwithstanding anything to the contrary set forth in this Section 8.6.2(a), Buyer, the Group Companies and their respective Affiliates shall have no obligations to Seller pursuant to this Section 8.6.2(a) if the amount of Taxes (or Tax Refunds) payable that are reflected on a Pre-Closing Period Income Tax Return would be reasonably expected to not affect the amounts Seller is entitled to receive pursuant to Section 8.6.1 or pursuant to Section 2.5.3.

(b) Disputes Relating to Tax Returns. Seller and Buyer shall act in good faith to resolve any dispute prior to the Due Date of any Pre-Closing Period Income Tax Return, and if Seller and Buyer agree on any such Tax Return, then the parties shall file or cause to be filed the applicable Tax Return in such agreed-upon manner. If Seller and Buyer cannot resolve any disputed item with respect to any such Tax Return within a period of ten (10) days following the receipt of a written notice of such disputed item(s) pursuant to Section 8.6.2(a), the item in question shall be resolved by the Designated Accounting Firm as promptly as practicable in accordance with the procedures set forth in Section 2.5.3, whose determination shall be final and conclusive for purposes of this Section 8.6.2(b). The fees and expenses of the Designated Accounting Firm shall be paid in accordance with the procedures set forth in Section 2.5.3. Notwithstanding anything to the contrary in this Agreement, in the event that the parties or, in the case of a dispute, the Designated Accounting Firm, have not resolved a dispute by an applicable Due Date, the parties shall file or cause to be filed, the applicable Tax Return in such manner as Buyer reasonably determines under applicable Law, and the parties shall amend such Tax Returns to the extent necessary to conform to the parties’ final agreement or the Designated Accounting Firm’s final determination, as the case may be.

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(c) Each Pre-Closing Period Income Tax Return shall be prepared in a manner that treats any Transaction Tax Deductions as being allocable to the Pre-Closing Tax Period or portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4) to the extent “more likely than not” correct (or at a higher level of confidence) under applicable Income Tax Law, and shall elect to treat 70% of any applicable “success-based fees” arising from the transactions contemplated by this Agreement as deductible pursuant to IRS Rev. Proc. 2011-29.

(d) In the event that the Due Date for an applicable Pre-Closing Period Income Tax Return is reasonably expected to be within ninety (90) days following the Closing Date, during the period from the date hereof to the Closing Date, Seller shall, and shall cause the Group Companies to, reasonably cooperate with Buyer in connection with the preparation of any such Pre-Closing Period Income Tax Return, including promptly furnishing to Buyer such information as Buyer may reasonably request with respect thereto.

(e) Pre-Closing Period Non-Income Tax Returns. Buyer shall prepare any Tax Returns of the Group Companies relating to non-Income Taxes for any Pre-Closing Tax Period or Straddle Period not yet filed as of the Closing Date that will be filed prior to the final determination of the Closing Statement (each such Tax Return, a “Pre-Closing Period Non-Income Tax Return”). To the extent the content of any Pre-Closing Period Non-Income Tax Return would reasonably be expected to result in a reduction of the purchase price set forth in the final determination of the Closing Statement by an amount equal to or more than $5,000, then, as promptly as practicable, Buyer shall deliver such Pre-Closing Period Non-Income Tax Return to Seller. Any Pre-Closing Period Non-Income Tax Return shall be prepared consistent with the past practice of the applicable Group Companies, unless otherwise required by applicable Law. When delivering any Pre-Closing Non-Income Tax Return to Seller, Buyer shall notify Seller whether such Pre-Closing Non-Income Tax Return (i) will be subject to the same review, approval, comment and dispute rights as the rights Seller has with respect to a Pre-Closing Income Tax Return pursuant to Section 8.6.2(a) and 8.6.2(b) or (ii) will not be subject to such review, approval, comment and dispute rights (such an identified Tax Return, a “Non-Reviewed Return”). Any Pre-Closing Non-Income Tax Return that Buyer identifies pursuant to clause (i) hereof will be subject to the same procedures as a Pre-Closing Income Tax Return set forth in Section 8.6.2(a) and 8.6.2(b), mutatis mutandis. Alternatively, any Pre-Closing Non-Income Tax Return that Buyer identifies as a Non-Reviewed Return will not be subject to the procedures set forth in Section 8.6.2(a) and 8.6.2(b), but the content of such Non-Reviewed Return shall not prejudice or otherwise impact the determination of any dispute pursuant to Section 2.5.3. If Buyer does not notify Seller regarding whether a Pre-Closing Non-Income Tax Return is a Non-Reviewed Return or instead a Tax Return described in clause (i) hereof pursuant to the procedures set forth in this Section 8.6.2(e), such Pre-Closing Non-Income Tax Return will be deemed to be a Non-Reviewed Return.

8.6.3. Closing of Tax Years. The parties intend that any of the Group Companies that are members of the consolidated group for United States federal Income Tax purposes the parent of which is the Company, will join Buyer’s consolidated group for United States federal Income Tax purposes upon the consummation of the transactions contemplated by this Agreement, and shall be included in such consolidated group’s consolidated federal Income Tax Return as of the beginning of the day immediately following the Closing Date. With respect to any other Tax years, to the extent relevant to determining any amount Seller is entitled to receive pursuant to this Agreement (including pursuant to the Escrow Agreement), the parties will elect to end the year on the Closing Date to the extent such election is permitted under applicable Law. Items of income,

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loss, deduction and credit will be allocated for United States federal Income Tax purposes between years ending on the Closing Date and years beginning on the day after the Closing Date based on an interim closing of the books as of the end of the day on the Closing Date to the extent permitted by applicable Law, and a ratable election under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) shall not be made.

8.6.4. Straddle Periods; Pre-Closing Tax Periods. In the case of any Straddle Period, for purposes of this Agreement, the amount of Taxes of the Group Companies that is attributable to the applicable Straddle Period for Taxes that are property, ad valorem or similar Taxes assessed on a periodic basis will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. The amount of any other Taxes (or Tax Refunds) of the Group Companies that relate to the Pre-Closing Tax Period portion of a Straddle Period will be determined based on an interim closing of the books as of the end of the Closing Date; provided, however, that (i) any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall be apportioned on a daily basis, (ii) any items included in the income of any Group Company under Section 951(a) of the Code or Section 951A of the Code shall be apportioned as though the taxable year of the applicable “controlled foreign corporation” (within the meaning of Section 957 of the Code) giving rise to such inclusion of income ended on the Closing Date and (iii) any items included in the income of any Group Company resulting from any partnership or other pass-through entity in which any Group Company holds a beneficial interest, shall be apportioned as though the taxable year of the applicable partnership or other pass-through entity ended on the Closing Date.

8.6.5. Cooperation and Tax Record Retention. Subject to the provisions of this Section 8.6, at Seller’s reasonable request, Buyer shall, and shall cause the Group Companies to, reasonably cooperate with Seller in connection with the preparation of Tax Returns and in connection with any Tax proceeding. Buyer shall, and shall cause the Group Companies to, promptly furnish to Seller such information as Seller may reasonably request with respect to Tax Returns, Tax proceedings, claims for Tax Refunds and other Tax matters relating to the Group Companies that affect Seller, including by providing reasonable access to the relevant books and records. Buyer shall, and shall cause the Group Companies to, retain all Records with respect to Tax matters pertinent to the Group Companies relating to taxable periods or portions thereof ending on the Closing Date or that could affect amounts which Seller is entitled to receive pursuant to this Agreement (including, pursuant to the Escrow Agreement) until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods.

8.6.6. Transfer Taxes. Buyer shall be responsible for fifty percent (50%) of, and Seller shall be responsible for fifty percent (50%) of, the amount of any documentary, sales, use, real property transfer, real property gains, registration, value-added, transfer, stamp, recording, and other similar Taxes, fees, and costs, together with all interest thereon, penalties, fines, costs, additions to Tax and other additional amounts with respect thereto (“Transfer Taxes”), which may be imposed in connection with the transactions contemplated by this Agreement. Buyer shall timely file any Tax Return with respect to such Transfer Taxes and, if required by applicable Law, Seller will join in the execution of any such Tax Returns and other documentation.

8.6.7. No Code Section 336 or 338 Election. The parties agree that no election under Section 336 or Section 338 of the Code or any similar provisions of state, local, or non- United States Law shall be made with respect to the transactions contemplated by this Agreement.

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8.6.8. Negative Tax Covenants. Except as contemplated by this Agreement or as required by applicable Law, unless first consented to in writing by Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause the Group Companies not to, (a) make or change any material Tax election of the Group Companies that affects or has retroactive effect to any Pre-Closing Tax Period, (b) amend any Tax Return for a Pre-Closing Tax Period, (c) settle or compromise any audit or other proceeding with respect to Taxes for a Pre-Closing Tax Period or (d) voluntarily approach a Governmental Authority with responsibility for Taxes, or initiate or enter into any voluntary disclosure agreement or similar or analogous program with a Taxing Authority, regarding Taxes or Tax Returns for a Pre-Closing Tax Period; provided; however, that the negative Tax covenants set forth in this Section 8.6.8 shall apply only if the applicable action would reasonably be expected to affect the amounts Seller is entitled to receive pursuant to Section 8.6.1 or pursuant to Section 2.5.3.

8.7. Further Assurances. Each of Seller, the Company and Buyer, upon the request of one another from time to time after the Closing, and at the expense of the requesting party but without further consideration, shall sign such documents and take such actions as may be necessary or otherwise reasonably requested to make more fully effective the consummation of the Contemplated Transactions.

8.8. Indemnification of Directors and Officers.

8.8.1. For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person.

8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that such

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Person is not entitled to indemnification. Advance payment of D&O Expenses in connection with any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully and finally satisfied. For the purposes of this Section 8.8, “D&O Expenses” shall include attorneys’ fees, expert fees, arbitrator and mediator fees, and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to defend to be a witness in or participate in, any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (which items are included in the definition of D&O Losses).

8.8.3. Buyer shall cause the Group Companies as of the Closing to obtain and fully pay for, at Buyer’s expense, “tail” insurance policies with a claims period of at least six (6) years from and after the Closing, from an insurance carrier with the same or better credit ratings as the Company’s current insurance carrier with respect to officers’ and directors’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”), for the Persons who are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favorable as the Company’s existing D&O Insurance with respect to matters arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in connection with this Agreement and the Contemplated Transactions), the premium of which shall be reasonably acceptable to Buyer, it being agreed that a policy premium which does not exceed 300% of annual premium paid by the Company and the Company Subsidiaries in the aggregate in respect of the directors’ and officers’ liability insurance is acceptable to Buyer. Buyer shall cause the Company to maintain such D&O Insurance in full force and effect for its full term; provided, that the Company may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring on or prior to the Closing.

8.8.4. In the event that Buyer or the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person (including by liquidation, dissolution, assignment for the benefit of creditors or similar action), then, and in each such case, Buyer or the Company, as the case may be, shall cause proper provision to be made so that the applicable successors and assigns or transferees expressly assume the obligations set forth on this Section 8.8.

8.8.5. The provisions of this Section 8.8 shall not be terminated or modified in any manner as to adversely affect any D&O Indemnified Person without the prior written consent of such D&O Indemnified Person and are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person referred to in Section 8.8.1, his or her heirs and his or her executors, administrators and personal representatives, each of whom is an intended third-party beneficiary of this Section 8.8, and are in addition to, and not in substitution for, any other rights, including rights to indemnification or contribution that any such Person may have by Contract or otherwise.

8.9. Resignations. The Company shall use commercially reasonable efforts to cooperate with Buyer and its Representatives in the resignation and removal of the members of the board of directors (or similar governing body) and officers (or equivalent) of the Group Companies as requested by Buyer in writing at least three (3) Business Days prior to the Closing.

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8.10. Representation and Warranty Policy. The Group Companies shall use commercially reasonable efforts to cooperate with Buyer in connection with Buyer’s procurement of the R&W Insurance Policy, including responding to reasonable requests for information from the underwriter necessary to obtain the R&W Insurance Policy and no later than ten (10) Business Days following the Closing, Seller shall deliver to Buyer three (3) digital USB copies of all contents of the Electronic Data Room (or such other electronic method as agreed by Buyer and Seller), as of the day that is one (1) day preceding the Closing Date (which shall include, for the avoidance of doubt, all contents that were located in, or uploaded to, the Electronic Data Room at any time prior to the Closing). The premium payable to the underwriters in respect of the R&W Insurance Policy, and all other expenses, fees, costs or deductibles associated therewith, shall be borne by Buyer. Buyer agrees to not amend the R&W Insurance Policy following the Closing in a manner that would materially and adversely affect the rights of Seller or Seller’s Affiliates set forth herein without the prior written consent of Seller. Buyer shall cause the R&W Insurance Policy to expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights against Seller, Seller’s Affiliates or any of its direct or indirect equity holders in connection with any claim made by Buyer or any of its Affiliates thereunder, except in the case of Actual Fraud.

8.11. Financing Cooperation.

8.11.1. Buyer may determine, in its sole discretion, to obtain debt financing to fund any portion of the Purchase Price (the “Debt Financing”); provided that the Buyer shall, promptly after such Debt Financing is obtained (x) provide Seller and the Company with written notice that such Debt Financing has been obtained and (y) deliver (or cause to be delivered) to Seller and the Company true, correct and complete copies of all arrangements pursuant to which any Financing Parties shall have committed to provide any portion of the Debt Financing; provided that any fee letters may be redacted in a customary manner; provided further that, in no event shall the receipt of such Debt Financing be a condition to Closing and Buyer confirms that it will have at Closing sufficient cash to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder. Prior to the Closing, subject to Section 8.11.2, the Company shall use reasonable best efforts to, and shall use reasonable best efforts to cause the Company Subsidiaries and its and their respective Representatives to, in each case at Buyer’s sole expense, provide to Buyer such cooperation reasonably requested by Buyer that is reasonably necessary in arranging, obtaining and syndicating the Debt Financing, if any (provided that such requested cooperation is consistent with applicable Laws and does not unreasonably interfere with the operations of the Group Companies), including as promptly as reasonably practical, (a) furnishing Buyer with the Required Financial Information and other pertinent information regarding the Group Companies as may be reasonably requested by Buyer for the completion of the Debt Financing, (b) participating in telephonic meetings and otherwise reasonably assisting with the preparation of appropriate and customary materials customary presentations, due diligence sessions (including accounting due diligence sessions) and sessions with rating agencies in connection with the Debt Financing to the extent reasonable and customary for financings of such type, (c) reasonably assisting in the preparation of (i) customary bank information memoranda, lender and investor presentations, offering documents, offering or private placement memoranda and other similar marketing documents and due diligence efforts for the Debt Financing and (ii) customary authorization and representation letters, each as required in connection with the Debt Financing, authorizing the distribution of information to prospective lenders and containing a representation that the public side of such documents, if any, do not include any information about any Group Company or any securities of any Group Company that would constitute material non-public information within the meaning of the United States federal and state securities laws if any Group Company were a public reporting company, (d) using reasonable best efforts to cause the Company’s independent registered accounting firm to provide customary assistance, including (i) providing customary comfort letters (including “negative assurance comfort” and “change period comfort”) in

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connection with any capital markets transaction comprising a part of the Debt Financing, (ii) providing customary consents to the inclusion of their audit report in respect of any financial statements of the Company and the Company Subsidiaries in any offering documents relating to the Debt Financing and (iii) reasonable assistance and cooperation to Buyer with respect to any auditor due diligence, (e) subject to and conditioned on the occurrence of the Closing, the taking of customary corporate actions reasonably necessary to permit the consummation of and funding of the Debt Financing, (f) reasonably assisting in Buyer’s efforts to satisfy the conditions precedent set forth in any definitive document relating to the Debt Financing to the extent satisfaction of such condition requires the cooperation of, or is within the control of, the Group Companies, (g) delivering to Buyer at least three (3) Business Days prior to the Closing all such documentation and information as is reasonably requested in writing by Buyer at least ten (10) Business Days prior to the Closing to the extent required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the requirements of 31 C.F.R. §1010.230, (h) facilitating and assisting in the preparation and delivery of any credit agreements, indentures, notes, underwriting agreements, purchase agreements, security documentation, guarantees, schedules, perfection certificates or other definitive documents relating to the Debt Financing relating to the Group Companies, and their respective businesses to be included in the definitive documents relating to the Debt Financing, and assist with the execution and delivery of the same, in each case, solely to the extent reasonable and customary for financings of such type, (i) cooperating with internal and external counsel of Buyer in connection with providing customary back-up certificates and factual information regarding any legal opinion that such counsel may be required to deliver in connection with the Debt Financing, in each case, solely to the extent reasonable and customary for financings of such type, and (j) obtaining and providing documents to Buyer (including draft payoff letters) relating to the repayment of the Indebtedness and the release of related guarantees and Liens in accordance with the terms of this Agreement. The Company hereby consents, on behalf of itself and the Group Companies, to the use of the logos of the Group Companies in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor is reasonably likely to, harm or disparage the Company’s or any of its Affiliates’ reputation or goodwill.

8.11.2. Notwithstanding anything in this Agreement to the contrary, (a) no Group Company nor any of their respective Representatives shall be required, under the provisions of this Section 8.11 or otherwise in connection with the Debt Financing, to pay any commitment or other similar fee or enter into any binding agreement (other than the execution of the authorization letters referred to in clause (c)(ii) of Section 8.11.1) or commitment or incur any other actual or potential liability or obligation in connection with the Debt Financing prior to the Closing that is not advanced by Buyer, (b) no Group Company or any of their respective Representatives, managers, officers or employees shall be required to execute or enter into, perform or authorize any agreement with respect to the Debt Financing (other than the execution of the authorization letters referred to in clause (c)(ii) of Section 8.11.1) that is not contingent upon the Closing or that would be effective prior to the Closing Date, (c) no Representative, manager, officer or employee of any Group Company shall be required to deliver any certificate or take any other action pursuant to this Section 8.11 to the extent any such action would reasonably be expected to result in personal liability to such Representative, manager, officer or employee, (d) no Group Company or their respective Representatives shall be required to take any action that would reasonably be expected, in the reasonable judgment of the Company, to conflict with, or result in any violation or breach of, any applicable Laws, any organizational documents of any Group Company, any contract or obligations of confidentiality (not created in contemplation hereof) binding on any Group Company, (e) no Group Company or any of their respective Representatives shall be required to take any action that would cause any condition to the Closing set forth herein to not be satisfied or otherwise cause any breach of this Agreement, (f) no Group Company or any of their respective Representatives shall

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be required to make any representation, warranties or certifications as to which, the Company has, in its good faith, determined is not true, (g) no Group Companies or their respective Representatives shall be required to provide, and the Buyer will be solely responsible for the preparation of: (1) pro forma financial information; (2) any description of all or any component of the Debt Financing; or (3) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing; and (h) no Group Company shall be required to provide access to or disclose information that the Company determines would jeopardize any attorney–client privilege or other similar privilege of the Company or any of its Subsidiaries. Promptly upon request by the Company, Buyer will reimburse the Company for any reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Company, the Company Subsidiaries or any of their Representatives in connection with the cooperation of the Company, the Company Subsidiaries and their Representatives contemplated by this Section 8.11. Except in the case of fraud or a breach of this Agreement, Buyer shall indemnify, defend, and hold harmless the Group Companies and their respective Representatives from and against any and all losses, damages, awards, fines, penalties, expenses, fees, costs, actions, demands, judgment, Taxes, fines, fees, expenses (including interest, penalties, reasonable legal, consulting and other professional fees and expenses and all amounts paid in prosecution, investigation, defense or settlement of any of the foregoing) and other amounts suffered or incurred by them in connection with (i) any action taken by them at the request of Buyer pursuant to this Section 8.11 or in connection with the arrangement of the Debt Financing or (ii) any information utilized in connection therewith, and the foregoing obligations shall survive termination of this Agreement and the occurrence of the Closing. In addition, no action, liability or obligation of the Company, any of the Company Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to any Debt Financing (other than the execution of the authorization letters referred to in clause (c)(ii) of Section 8.11.1) will be effective until the Closing Date. All material, non-public information regarding the Group Companies provided to Buyer or any of its Representatives pursuant to this Section 8.11 shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential investors as required in connection with the Debt Financing subject to customary confidentiality protections. Notwithstanding anything to the contrary, the Company shall be deemed to have complied with this Section 8.11 for all purposes of this Agreement (including Article 6 and Article 7) unless the Debt Financing has not been obtained primarily as a result of the Company’s Willful Breach of its obligations under this Section 8.11. Notwithstanding anything herein to the contrary, Buyer acknowledges and agrees that obtaining any Debt Financing is not a condition to the Closing.

8.12. Bank Accounts. The Company shall use commercially reasonable efforts to cooperate with Buyer to remove, effective immediately after the Closing, each of the Persons holding general or special powers of attorney, or any signing or other authority with respect to the bank accounts of the Group Companies, and to replace each such Person with a designee(s) as notified in writing by Buyer at least ten (10) Business Days prior to the Closing.

8.13. Notification of Certain Matters. The Company shall give prompt written notice to Buyer of (a) an Occurrence or non-occurrence which has rendered, or may reasonably be expected to render, any representation or warranty of the Company contained in Article 3 or of Seller contained in Article 4, if made on or immediately following the date of such event, untrue or inaccurate, (b) an Occurrence or non-occurrence that has had or is reasonably likely to have a Material Adverse Effect, (c) any failure of either Seller, the Company or any of their respective Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or under any agreement contemplated hereby or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to Buyer’s obligations hereunder, and (d) any action pending or threatened relating to the transaction contemplated by this Agreement and the agreements contemplated hereby. Any updates to the Disclosure Schedules following the date hereof shall be for informational purposes only and shall not otherwise impact the indemnification obligations of the parties.

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8.14. Exclusive Dealing. From the date hereof until the earlier of the Closing and the termination of this Agreement, Seller shall not, and shall cause the Group Companies, their respective Affiliates and each of their respective Representatives not to, directly or indirectly, take, or direct any other Person to take on its behalf, any action to solicit, encourage or enter into any negotiation, discussion, Contract or instrument, with, or provide any information to, any Person other than Buyer and its Affiliates and their respective Representatives, that relates to, or would reasonably be expected to lead to, (a) any sale of any Shares or any Equity Interests of the Company, (b) any lease, sale, transfer or other disposition of the assets of the Group Companies (other than in the ordinary course of business), (c) any merger, recapitalization or similar transaction with respect to the Group Companies, or (d) any other transaction that does or would reasonably be expected to impede or otherwise delay the transaction contemplated hereby (collectively, an “Alternative Transaction”). Seller shall not, and shall cause the Company, its Affiliates and each of their respective Representatives not to assist any third party in preparing or soliciting an offer relating in any way to an Alternative Transaction (in each case other than with respect to the transactions contemplated by this Agreement). Seller shall, and shall cause the Company, its Affiliates and each of their respective Representatives to, promptly following the date hereof, terminate any and all negotiations or discussions with any third party regarding any proposal concerning any Alternative Transaction. In the event that Seller or the Company receives any inquiry, proposal or offer from any third party concerning an Alternative Transaction, Seller shall promptly notify Buyer in writing of the receipt of any such correspondence as well as the material terms thereof.

8.15. OP Form 10. Prior to the Closing, the Company shall use reasonable best efforts to, and shall cause the Company Subsidiaries and their respective Representatives to, in each case at Buyer’s sole expense, provide to Buyer such cooperation reasonably requested by Buyer that is reasonably necessary in connection with the preparation, review and filing of the OP Form 10 (provided that such requested cooperation is consistent with applicable Laws and does not unreasonably interfere with the operations of the Group Companies), including as promptly as reasonably practical, (a) furnishing Buyer with the Required Financial Information and other pertinent information regarding the Group Companies as may be reasonably requested by Buyer in writing in connection with the preparation, review and filing of the OP Form 10 and (b) causing the Company’s independent registered accounting firm to provide customary assistance as reasonably requested by Buyer, including providing customary consents to the inclusion of their audit report with respect to any financial statements of the Company and the Company Subsidiaries in the OP Form 10.

8.16. Section 280G Approval. To the extent that any payments or benefits would constitute “parachute payments,” as such term is defined in Section 280G of the Code and the Treasury Regulations promulgated thereunder (“Section 280G”) in connection with the consummation of the Contemplated Transactions (the “Potential Parachute Payments”), prior to the Closing, the Company shall conduct a vote in accordance with the requirements of Section 280G with respect to the Potential Parachute Payments (the “280G Vote”), including using commercially reasonable efforts to (a) obtain a waiver of the right to receive Potential Parachute Payments from each person who is a “disqualified individual” within the meaning of Section 280G and who has Potential Parachute Payments and (b) solicit stockholder approval of some portion of the Potential Parachute Payments such that, if stockholder approval is obtained, there will be no parachute payments. The Company shall provide copies of the calculations, waivers and all materials to be distributed in connection with the 280G Vote not later than five (5) Business Days prior to the execution or distribution, as applicable, of such materials, for Buyer’s (or Buyer’s designee’s) review and comment, and shall consider in good faith for incorporation all of Buyer’s (or Buyer’s designee’s) comments thereto. Prior to the Closing, the Company shall deliver to Buyer evidence reasonably satisfactory to Buyer that stockholder approval of the Potential Parachute Payments was obtained in conformance with the applicable

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requirements of Section 280G, or that such stockholder approval was not obtained, and as a consequence the Potential Parachute Payments shall not be made or retained. Buyer shall reasonably cooperate with the Company in connection with the determination of any parachute payments subject to this Section 8.16, by responding to reasonable requests by the Company for material information in Buyer’s possession relevant to such payments (including copies of any go-forward employment, incentive, equity, or other agreements) no later than seven (7) Business Days prior to the Closing. Neither the Company nor Seller, nor any of their respective Affiliates, will be deemed to be in breach of this Section 8.16 to the extent that the 280G Vote does not meet the requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder due to Buyer’s breach of the immediately preceding sentence. Notwithstanding the foregoing, in the event the Company is unable to obtain a waiver of the right to receive Potential Parachute Payments from any person who is a “disqualified individual” within the meaning of Section 280G and who has Potential Parachute Payments, such Potential Parachute Payments shall be made to such disqualified individual in accordance with the terms of the Contract related to such Potential Parachute Payments.

9. TERMINATION.

9.1. Termination. The parties may not terminate this Agreement other than as follows:

9.1.1. This Agreement may be terminated at any time prior to the Closing by mutual written consent of Buyer and Seller.

9.1.2. Buyer may terminate this Agreement by delivering written notice to Seller at any time prior to the Closing in the event that (a) Seller or the Company is in material breach of this Agreement, (b) Buyer has notified Seller of such breach in reasonable detail in writing, (c) there is a reasonable likelihood that such breach will result in the failure of any condition set forth in Section 6.1 or 6.2, as applicable, to be satisfied at Closing and (d) such breach is incapable of cure, constitutes a breach of the obligation to consummate the Closing at the time established for the Closing pursuant to Section 2.3 or is not cured prior to the earlier of (i) thirty (30) days after delivery of such notice of breach and (ii) the Expiration Date; provided, however, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1.2 if Buyer is then in material breach of this Agreement.

9.1.3. Seller may terminate this Agreement by delivering written notice to Buyer at any time prior to the Closing in the event: (a) Buyer is in material breach of this Agreement, (b) Seller has notified Buyer of such breach in reasonable detail in writing, (c) there is a reasonable likelihood that such breach will result in the failure of any condition set forth on Section 7.1 or 7.2 to be satisfied at Closing and (d) such breach is incapable of cure, constitutes a breach of the obligation to consummate the Closing at the time established for the Closing pursuant to Section 2.3 or is not cured prior to the earlier of (i) thirty (30) days after delivery of such notice of breach and (ii) the Expiration Date; provided, however, that Seller shall not have the right to terminate this Agreement pursuant to this Section 9.1.3 if Seller is then in material breach of this Agreement; provided further, that the failure by Buyer to deliver the payments under Section 2.4.1(a) and (b) shall not be subject to cure hereunder, unless otherwise agreed to in writing by Seller.

9.1.4. Buyer or Seller may terminate this Agreement by providing written notice to the other at any time on or after September 28, 2022 (the “Expiration Date”), if the Closing shall not have occurred by the Expiration Date; provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1.4 if the Company or Seller is actively pursuing specific performance of any of Buyer’s obligations hereunder; provided, further, that no party may terminate this Agreement pursuant to this Section 9.1.4 if the failure of the Closing to occur by the

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Expiration Date is the result of a breach of this Agreement by such party; and provided, further, that if on the Expiration Date, all conditions set forth in Article 7 have been satisfied (other than those conditions set forth in Section 7.4 and Section 7.5 and those conditions that by their terms are to be satisfied at the Closing (which conditions shall be capable of being satisfied at the Closing)), then Buyer shall have the right to extend the Expiration Date by providing written notice to Seller no later than one (1) Business Day prior to the Expiration Date on one occasion for a period of nine (9) months.

9.1.5. Either Buyer or Seller may terminate this Agreement by delivering written notice to the other if any Governmental Authority issues an order, decree, ruling or other action permanently enjoining, restraining or otherwise prohibiting the Contemplated Transactions and such order, decree, ruling or other action shall have become final and non-appealable; provided, that the Person seeking to terminate this Agreement pursuant to this Section 9.1.5 has fully complied with its obligations under Section 8.4.

9.1.6. Buyer and Seller may terminate this Agreement by mutual written consent in the event that, following the extension of the Expiration Date by Buyer in accordance with Section 9.1.4, Buyer and Seller mutually determine, that the conditions set forth in Section 6.8, Section 6.9, Section 7.4 and Section 7.5 are not likely to be satisfied prior to the expiration of the extended period.

9.2. Effect of Termination. Subject to Section 9.3, if this Agreement is terminated pursuant to Section 9.1, all rights and obligations of the parties hereunder will terminate without any liability of any party, any Affiliate thereof or any controlling Person, partner, member, equity holder or Representative of any party or any Affiliate thereof; provided, however, that (a) the rights and obligations of the parties under Section 8.3 (Confidentiality), this Section 9.2 (Effect of Termination), Section 9.3 (Regulatory Reverse Termination Fee), Article 1 (Definitions) and Article 10 (Miscellaneous) will survive termination of this Agreement, (b) all filings, applications and other submissions made pursuant to Section 8.4 shall, to the extent practicable, be withdrawn from the Governmental Authority, agency or other Person to which made and (c) nothing herein will relieve any party to this Agreement from liability for Actual Fraud or any Willful Breach of this Agreement by such party prior to such termination.

9.3. Regulatory Fees.

9.3.1. If this Agreement is validly terminated by Seller or Buyer pursuant to Section 9.1.4 or Section 9.1.5, if at the time of such termination, all conditions to the Closing (other than those conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied, other than the conditions to Closing set forth in Section 6.8, Section 6.9, Section 7.4 or Section 7.5, which, with respect to Section 6.9 and Section 7.5, shall not have been satisfied due to (x) the failure to receive any required antitrust, competition, foreign direct investment, trade, pre-merger notification or other regulatory clearance, from a Governmental Authority of competent jurisdiction or (y) any Action by a Governmental Authority of competent jurisdiction to prevent the Contemplated Transactions for antitrust, competition, foreign direct investment, trade, pre-merger notification or other regulatory reasons (each of the foregoing, a “Qualifying Termination”), then, (a) in the event Buyer did not extend the Expiration Date pursuant to Section 9.1.4, Buyer shall pay to Seller, by wire transfer of immediately available funds, a fee of $16,000,000 (the “Expiration Date Reverse Termination Fee”), or (b) in the event Buyer did extend the Expiration Date pursuant to Section 9.1.4 and (1) a Qualifying Termination occurs following such extension period, or (2) the Agreement is terminated pursuant to Section 9.1.6, Buyer shall pay to Seller, by wire transfer of immediately available funds, a fee of $32,400,000 (the “Regulatory Reverse Termination Fee”), in each case, such payment to be made no later than five (5) Business Days after the receipt by Buyer of Seller’s demand for payment thereof following a Qualifying Termination.

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9.3.2. Notwithstanding anything to the contrary in this Agreement, following any termination of this Agreement in accordance with its terms, in the event that Buyer is required to pay either the Expiration Date Reverse Termination Fee or the Regulatory Reverse Termination Fee, as applicable, pursuant to Section 9.3 and Buyer pays or causes to be paid, the full amount of either the Expiration Date Reverse Termination Fee or the Regulatory Reverse Termination Fee, as applicable, (A) Seller’s receipt of such fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Seller and its Affiliates against Buyer, Parent, and any of their respective former, current and future Affiliates, Representatives, direct and indirect shareholders, members, managers, partners, successors and assigns for any losses, damages or liabilities suffered or incurred as a result of or under this Agreement or the transactions contemplated by this Agreement, including the failure of the Closing to occur, and (B) upon the payment by Buyer of the Expiration Date Reverse Termination Fee or the Regulatory Reverse Termination Fee, as applicable, in each case if and when required by this Section 9.3, no Buyer Released Party shall have any further liability or obligation relating to or arising out of this Agreement or the Contemplated Transactions to any Seller Releasing Party.

9.3.3. Each party acknowledges and agrees that (a) the agreements contained in this Section 9.3 are an integral part of this Agreement and that, without these agreements, the parties would not have entered into this Agreement, (b) under no circumstances will Seller or any of its Affiliates, indirectly and collectively, seek to recover, or be entitled to recover, any money damages or other damages of any kind, character or description in excess of the Expiration Date Reverse Termination Fee or the Regulatory Reverse Termination Fee, as applicable, (c) in no event shall Buyer be required to pay both the Expiration Date Reverse Termination Fee and the Regulatory Reverse Termination Fee or shall Buyer be required to pay any of the Expiration Date Reverse Termination Fee and the Regulatory Reverse Termination Fee on more than one (1) occasion, and (d) in light of the difficulty of accurately determining actual losses or damages with respect to the foregoing, the Expiration Date Reverse Termination Fee or the Regulatory Reverse Termination Fee, in the circumstances in which such fee becomes payable, constitutes a reasonable estimate of the losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages and is not a penalty. Notwithstanding anything herein to the contrary, in no event shall Seller be permitted or entitled to receive both (x) a grant of specific performance to effectuate the Closing, on the one hand, and (y) payment of either the Expiration Date Reverse Termination Fee or the Regulatory Reverse Termination Fee, on the other hand.

10. MISCELLANEOUS.

10.1. Non-Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements in this Agreement and any certificate delivered pursuant hereto by any party hereto shall terminate at the Closing such that no claim for breach of any representation, warranty, covenant or agreement may be brought after the Closing with respect thereto and there will be no liability in respect thereof, except that this Section 10.1 shall not limit (a) any covenant or agreement of the parties which by its terms contemplates performance in whole or in part after the Closing (b) Buyer’s ability to recover under the R&W Insurance Policy, or (c) the survival of any Action based upon Actual Fraud.

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10.2. Notices. All notices, requests, demands, claims and other communications required or permitted hereunder must be in writing and must be delivered by nationally recognized overnight courier, registered mail, certified mail or facsimile or e-mail. Any notice, request, demand, claim, or other communication required or permitted hereunder will be deemed duly given, as applicable, (a) one (1) Business Day following the date sent when sent by overnight delivery, (b) on the day when sent when sent by e-mail, if no indication of non-delivery has been received by the sender or (c) upon personal delivery, addressed as follows:

If to Seller, or, prior to the Closing, the Company, to:

c/o Altamont Capital Partners

400 Hamilton Avenue, Suite 230

Palo Alto, CA 94301

Attention: Jennifer Mello and Keoni Schwartz

E-mail: jmello@altamontcapital.com; kschwartz@altamontcapital.com;

legalnotices@altamontcapital.com.

With a copy (which will not constitute notice) to:

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111

Attention: Howard S. Glazer and Elizabeth Rahn Gallucci

E-mail: howard.glazer@ropesgray.com; elizabeth.gallucci@ropesgray.com.

If to Buyer, or, after the Closing, to the Company, to:

Vista Outdoor Operations LLC

c/o Vista Outdoor Inc.

1 Vista Way

Anoka, MN 55303

Attention: Dylan S. Ramsey

Email: Dylan.Ramsey@VistaOutdoor.com

Facsimile: +1 801-447-3039

With a copy (which will not constitute notice) to:

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

Attention: Christopher M. Sheaffer and Anatoliy Rozental

Email: CSheaffer@ReedSmith.com and ARozental@ReedSmith.com

Facsimile: (212) 521-5450

Any party may change the address to which notices, requests, demands, claims, and other communications required or permitted hereunder are to be delivered by providing to the other parties notice in the manner herein set forth.

10.3. Expenses of Transaction. Whether or not the Contemplated Transactions are consummated, except as otherwise specifically provided for in this Agreement, each of the parties hereto will assume and bear all expenses, costs and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation and execution and performance of this Agreement and the instruments and agreements referred to herein and the consummation of the Contemplated Transactions.

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10.4. Entire Agreement. The agreement of the parties that is comprised of this Agreement and the instruments and agreements referred to herein sets forth the entire agreement and understanding between the parties and their respective Affiliates with respect to the subject matter thereof and supersedes any and all prior agreements, understandings, negotiations and communications (other than the Confidentiality Agreement prior to the Closing), whether oral or written, relating to the subject matter of this Agreement or any of the instruments and agreements referred to herein.

10.5. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or under public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic and legal substance of the Contemplated Transactions are not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, Seller and Buyer will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the end that the Contemplated Transactions are fulfilled in accordance with the terms hereof to the greatest extent possible.

10.6. Amendment. This Agreement may be amended or modified, but only by an instrument in writing executed by each of Seller and Buyer.

10.7. Parties in Interest. This Agreement will be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns in accordance with Section 10.8, and except as provided in Section 8.8, Section 10.17 and Section 10.21, nothing in this Agreement, express or implied, is intended to or will be construed to or will confer upon any other Person any right, claim, cause of action, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including by way of subrogation.

10.8. Assignment. This Agreement and any rights and obligations hereunder may not be assigned, hypothecated or otherwise transferred by any party hereto (by operation of law or otherwise) without the prior written agreement of Buyer and Seller; provided, that Buyer may assign its rights under this Agreement to any secured lender (including any agent or other representative thereof) as collateral security for their obligations under any of their secured debt financing arrangements (including the Debt Financing) and any refinancing, extensions, refunding or renewals thereof, without the consent of Seller, in each case, to the extent such action would not increase the amount of any withholding Taxes arising in connection with the transactions contemplated by this Agreement; provided further that, any such assignment shall not relieve Buyer of any of its obligation under this Agreement. Any purported assignment in breach of this Section 10.8 shall be null and void.

10.9. Governing Law. This Agreement, the Contemplated Transactions and all claims arising in whole or in part out of, related to, based upon, or in connection herewith or the subject matter hereof will be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

10.10. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, hereby (a) irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery in Wilmington Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if such court declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware) for the purpose of any and all Actions arising in whole or in part out of, related to, based upon or in connection with this Agreement, the Contemplated Transactions or the subject matter hereof, (b)waives to the extent not prohibited by applicable Laws, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is

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exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) agrees not to commence any such Action other than before one of the above-named courts nor to make any motion or take any other Action seeking or intending to cause the transfer or removal of any such Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, any party may bring an Action in a court other than one of the above-named courts, to enforce the judgment of the above-named courts. Each party hereby (x) consents to service of process in any such Action in any manner permitted by the Laws of the State of Delaware; (y) agrees that service of process made in accordance with clause (x) or made pursuant to Section 10.2, will constitute good and valid service of process in any such Action; and (z) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (x) or clause (y) does not constitute good and valid service of process.

10.11. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND AGREES TO CAUSE EACH OF ITS SUBSIDIARIES, IF ANY, TO WAIVE, AND COVENANTS THAT NEITHER IT NOR ANY OF ITS SUBSIDIARIES, IF ANY, SHALL ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS OR THE SUBJECT MATTER OF SUCH AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE CONTEMPLATED TRANSACTIONS OR THEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

10.12. Reliance. Each of the parties hereto acknowledges that it has been informed by each other party that the provisions of Sections 10.10 and 10.11 constitute a material inducement upon which such party is relying and will rely in entering into this Agreement, and each such party agrees that any breach by such party of any of the provisions of Sections 10.10 or 10.11 above would constitute a material breach of this Agreement.

10.13. Specific Enforcement. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or violated. Accordingly, each of the parties agrees that, without posting bond or similar undertaking, each of the other parties shall be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to the remedy of specific performance of this Agreement and the terms and provisions hereof in any Action instituted in any court having jurisdiction over the parties and the matter in addition to any other remedy to which such party may be entitled, at law or in equity. Each party further agrees that, in the event of any Action for specific performance in respect of such breach or violation, it shall not assert the defense that a remedy at law would be adequate. For the avoidance of doubt, in no event shall the exercise of the Company’s or Seller’s right to seek specific performance pursuant to this Section 10.13 reduce, restrict or otherwise limit Seller’s right to terminate this Agreement pursuant to Section 9.1 and/or pursue all applicable remedies at law.

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10.14. No Waiver. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), or shall constitute a continuing waiver unless otherwise expressly provided. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party against whom such waiver is intended to be effective.

10.15. Negotiation of Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

10.16. Disclosure Schedules. No reference to or disclosure of any information in the Disclosure Schedules shall be construed as an admission or indication that such information is material or that such information is required to be referred to or disclosed in the Disclosure Schedules nor shall such information be deemed to establish a level or standard of materiality for purposes of this Agreement. The Disclosure Schedules are arranged in sections corresponding to the sections contained in this Agreement merely for convenience, and the disclosures made in any single disclosure schedule shall be incorporated by this reference in each of the other disclosure schedules attached to this Agreement to the extent that it is reasonably apparent that such incorporated disclosure relates to the subject matter of the disclosure schedule into which it is being incorporated pursuant to this sentence.

10.17. Non-Recourse. Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Contemplated Transactions, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current or future stockholders, equity holders, controlling Persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the Contemplated Transactions or in respect of any representations made or alleged to be made in connection herewith; provided, that nothing in this Section 10.17 shall in any way limit or qualify the obligations and liabilities of (a) any other entity guaranteeing the obligations of Buyer under this Agreement, or (b) any of the parties to the Restrictive Covenant Agreements. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

10.18. DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT: (A) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER EXPRESSLY SET FORTH IN ARTICLE 3 AND ARTICLE 4, RESPECTIVELY, AND IN THE CERTIFICATES DELIVERED PURSUANT TO SECTION 6.4, ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO BUYER IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NONE OF

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SELLER, ANY GROUP COMPANY NOR ANY NON-RECOURSE PARTY HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, OWNERSHIP, USE, ZONING, EXISTENCE OF LATENT DEFECTS OR ANY OTHER ASPECT OF THE BUSINESS OR THE ASSETS OF THE GROUP COMPANIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 3 AND ARTICLE 4 AND IN THE CERTIFICATES DELIVERED PURSUANT TO SECTION 6.4, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, LEGAL OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, OWNERSHIP, USE, ZONING, EXISTENCE OF LATENT DEFECTS OR ANY OTHER ASPECT OF THE BUSINESS OR THE ASSETS OF THE GROUP COMPANIES, ARE HEREBY EXPRESSLY DISCLAIMED. BUYER REPRESENTS, WARRANTS, COVENANTS AND AGREES, ON BEHALF OF IT AND ITS AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, IT IS NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AND SELLER AS SET FORTH IN ARTICLE 3 AND ARTICLE 4, RESPECTIVELY, AND IN THE CERTIFICATES DELIVERED PURSUANT TO SECTION 6.4, THAT BUYER SHALL ACQUIRE THE GROUP COMPANIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AND SELLER AS SET FORTH IN ARTICLE 3 AND ARTICLE 4, RESPECTIVELY, AND IN THE CERTIFICATES DELIVERED PURSUANT TO SECTION 6.4, THAT BUYER IS PURCHASING THE RESPECTIVE ASSETS OF THE GROUP COMPANIES ON AN “AS IS, WHERE IS” BASIS AND THAT BUYER IS PURCHASING SUCH ASSETS AT ITS OWN RISK.

Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Buyer, on behalf of it and its Affiliates, that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by the Group Companies, Seller or any of their respective Representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article 3 and Article 4 and in the certificates delivered pursuant to Section 6.4 as a representation and warranty by (and only by) the Company or Seller, as applicable.

10.19. Due Diligence Review. Buyer acknowledges, covenants and agrees, on behalf of itself and its Affiliates: (a) that it has completed to its satisfaction its own due diligence investigation, and based thereon, formed its own independent judgment with respect to the Group Companies; (b) that it has been furnished with or given full access to such documents and information about the Group Companies and their Business and operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the Contemplated Transactions; (c) that in entering into this Agreement, it has relied solely upon its own investigation and analysis and the representation, warranties, covenants and agreements set forth in this Agreement; and (d) that (i) no representation or warranty has been or is being made by the Company or any other Person as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its Representatives and (ii) there are uncertainties inherent in attempting to make estimates, projections, forecasts, plans, budgets and similar materials and information, Buyer is familiar

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with such uncertainties, Buyer is taking full responsibility for making its own evaluations of the adequacy and accuracy of any and all estimates, projections, forecasts, plans, budgets and other similar materials or information that may have been delivered or made available to it or any of its respective agents or representatives, Buyer has relied or will rely on such information, and Buyer will not assert, and will cause its respective Affiliates not to assert, any claims against Seller or any Group Company (or against the Non-Recourse Parties) with respect thereto.

10.20. Attorney-Client Privilege and Waiver of Conflicts. Buyer hereby waives and agrees to not assert, and agrees to cause the Group Companies to waive and not assert, any actual or potential conflict of interest arising out of or relating to the representation, after the Closing Date, of Seller in any dispute with Buyer or the Group Companies or any other matter involving the Contemplated Transactions (each, a “Post-Closing Representation”), by Ropes & Gray LLP, or any other internal or external legal counsel currently representing the Group Companies (each, a “Prior Company Counsel”) in connection with the Contemplated Transactions (“Pre-Closing Representation”). Buyer further waives and agrees to not assert, and agrees to cause each Group Company to waive and not assert, in connection with any Post-Closing Representation, any attorney-client privilege with respect to any communication between any Prior Company Counsel and Seller, such Group Company and/or any officer, employee or manager of the Group Company that relates to the Pre-Closing Representation (it being the intention of the parties hereto that all rights to such attorney-client privilege, including the right to control such attorney-client privilege, shall be held by Seller). Recognizing that Prior Company Counsel has acted as legal counsel to the Group Companies, certain of the direct and indirect holders of Shares and certain of their respective Affiliates prior to the Closing Date, and that Prior Company Counsel intends to act as legal counsel to Seller and certain of the direct and indirect holders of Shares and their respective Affiliates (which will no longer include the Group Companies) after the Closing, each of Buyer and the Company hereby waives, on its own behalf and agrees to cause its Affiliates and the Subsidiaries to waive, any conflicts that may arise in connection with Prior Company Counsel representing Seller or any direct or indirect holders of the Shares or their Affiliates after the Closing as such representation may relate to Buyer, the Group Companies or the Contemplated Transactions. In addition, all communications between direct and indirect holders of Shares, the Group Companies and their respective Affiliates, on the one hand, and Prior Company Counsel, on the other hand, related to the sale of the Shares shall be deemed to be attorney-client confidences that belong solely to the direct and indirect holders of Shares and their respective Affiliates (and not the Group Companies) (the “Seller Pre-Closing Communications”). Notwithstanding the foregoing, in the event that a dispute arises between any of Buyer or any Group Company, on the one hand, and a third party other than Seller or any direct or indirect holders of the Shares or their Affiliates, on the other hand, Buyer or such Group Companies may assert the attorney-client privilege to prevent the disclosure of the Seller Pre-Closing Communications; provided that neither Buyer or any Group Company may waive such privilege without the prior written consent of Seller. Accordingly, the Group Companies shall not have access to any such Seller Pre-Closing Communications or to the files of Prior Company Counsel relating to such engagement from and after the Closing, and all Records and other materials of the Group Companies in any medium (including electronic copies) containing or reflecting any of Seller Pre-Closing Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Seller effective as of the Closing. Such material and information shall be excluded from the transfer contemplated by this Agreement and shall be distributed to Seller immediately prior to Closing with no copies thereof retained by the Company, Buyer or any of their respective Subsidiaries or representatives. From and after the Closing, Buyer and the Company and their respective Subsidiary shall maintain the confidentiality of all such material and information. From and after the Closing, none of Buyer, the Company and their respective Subsidiaries, Affiliates and representatives shall access or in any way, directly or indirectly, use or rely upon any such materials or information. Without limiting the generality of the foregoing, from and after the Closing, (a) the direct and indirect holders of Shares and their respective Affiliates (and not the Group Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and

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no Group Company shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of such engagement constitute property of the client, only the direct and indirect holders of Shares and their respective Affiliates (and not the Group Companies) shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any Group Company by reason of any attorney-client relationship between Prior Company Counsel and any Group Company or otherwise. Each of Buyer and the Company hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 10.20, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 10.20 is for the benefit of Seller and each Prior Company Counsel, and Seller and each Prior Company Counsel are intended third party beneficiaries of this Section 10.20. This Section 10.20 shall be irrevocable, and no term of this Section 10.20 may be amended, waived or modified, without the prior written consent of Seller and the Prior Company Counsel affected thereby.

10.21. Release.

10.21.1. Effective as of the Closing Date (but only if the Closing actually occurs), except for any rights or obligations under this Agreement, Buyer, each on behalf of itself and each of its Subsidiaries (including the Group Companies) and Affiliates and each of its current, former and future officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Seller, its Affiliates and each of their respective current, former and future officers, directors, employees, equity holders, partners, managers, members, advisors, successors and assigns (collectively, the “Seller Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity (whether based upon contract, tort or otherwise) which the Buyer Releasing Parties may have against each of the Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to the Company or any of its current or former Subsidiaries or any actions taken or failed to be taken by any of the Seller Released Parties in any capacity related to the Company or its current or former Subsidiaries occurring or arising on or prior to the Closing, but only to the extent that such cause, matter or thing does not otherwise constitute Actual Fraud or enforcing the terms of this Agreement. The provisions of this Section 10.21.1 are intended to be for the benefit of, and enforceable by the Seller Released Parties referenced in this Section 10.21.1 and each such Person shall be a third-party beneficiary of this Section 10.21.1. Nothing contained in this Agreement shall be construed to prohibit a Buyer Releasing Party from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency; provided, however, that each Buyer Releasing Party hereby agrees to waive its right to recover monetary damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by such Buyer Releasing Party or by anyone else on its behalf.

10.21.2. Effective as of the Closing Date (but only if the Closing actually occurs), except for any rights or obligations under this Agreement, Seller, each on behalf of itself and each of its Subsidiaries (including the Group Companies) and each of its current, former and future officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Seller Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Buyer, its Affiliates and each of their respective current, former and future officers, directors, employees, equity holders, partners, managers, members, advisors, successors and assigns (collectively, the “Buyer Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether

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express or implied), and claims and demands whatsoever whether in law or in equity (whether based upon contract, tort or otherwise) which the Seller Releasing Parties may have against each of the Buyer Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to Seller’s ownership of the Company or any of its current or former Subsidiaries, or the operations of the Company or any of its current or former Subsidiaries, in each case occurring or arising prior to the Closing, but only to the extent that such cause, matter or thing does not (i) otherwise constitute Actual Fraud, (ii) relate to any matter arising under this Agreement or any other Transaction Document or (iii) with respect to any Seller Releasing Party who is or was an individual service provider to the Company or any of its current or former Subsidiaries, relate to any rights to accrued, earned or vested compensation or benefits or any rights to indemnification, protection under directors and officers liability or other similar insurance, or advancement of expenses under any agreement with or policy maintained by the Company or any of its current or former Subsidiaries or pursuant to applicable Law. The provisions of this Section 10.21.2 are intended to be for the benefit of, and enforceable by the Buyer Released Parties referenced in this Section 10.21.2 and each such Person shall be a third-party beneficiary of this Section 10.21.2. Nothing contained in this Agreement shall be construed to prohibit a Seller Releasing Party from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency; provided, however, that each Seller Releasing Party hereby agrees to waive its right to recover monetary damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by such Seller Releasing Party or by anyone else on its behalf.

10.22. Headings. The headings contained in this Agreement are inserted only for reference as a matter of convenience and in no way define, limit or describe the scope or intent of this Agreement, and will not affect in any way the construction, meaning or interpretation of this Agreement.

10.23. Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, and by the different parties hereto in separate counterparts, each of which will be deemed an original for all purposes and all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile or .pdf signature by any party and such signature will be deemed binding for all purposes hereof without delivery of an original signature being thereafter required.

10.24. Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action of any kind or description, whether in contract or in tort or otherwise, involving any Financing Party, arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (b) agrees that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in any applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, or permit any of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this

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Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunder.

10.25. Parent Guarantee. The Parent hereby absolutely, unconditionally and irrevocably guarantees to Seller the payment and performance of all of the payment and other obligations of Buyer to Seller in this Agreement and the other Transaction Agreements (the “Parent Obligations”), in each case, when and to the extent that, any such Parent Obligations shall become due and payable; provided, however, that the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of the Buyer hereunder. The Parent agrees that the guaranty set forth in this Section 10.25 is a present and continuing guaranty of payment and not of collectability, and that Seller shall not be required to prosecute collection, enforcement or other remedies against Buyer or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on the Parent for payment or performance. The Parent agrees that if, for any reason, Buyer shall fail or be unable to pay or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to Seller in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant to this Section 10.25 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Parent may have against Seller or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Parent shall have any knowledge thereof). The execution, delivery and performance by the Parent of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the due authorization, execution and delivery by Seller, this Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions.

[The remainder of this page is intentionally blank. Signatures follow.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal by their respective duly authorized officers as of the day and year first written above.

BUYER:	VISTA OUTDOOR OPERATIONS LLC
	By:	/s/ Sudhanshu Priyadarshi
	Name: Sudhanshu Priyadarshi
	Title: Chief Financial Officer

PARENT:	VISTA OUTDOOR INC.
	By:	/s/ Sudhanshu Priyadarshi
	Name: Sudhanshu Priyadarshi
	Title: Chief Financial Officer

THE COMPANY:	FOX (PARENT) HOLDINGS, INC.
	By:	/s/ Jeffery McGuane
	Name: Jeffery McGuane
	Title: President

SELLER:	FOX PARENT HOLDINGS, LLC
	By:	/s/ Keoni Schwartz
	Name: Keoni Schwartz
	Title: President

[Signature Page to Share Purchase Agreement]

EX-2.4

Exhibit 2.4

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 Section 11.16 of this Agreement

VISTA OUTDOOR INC.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION			2
Section 1.1	Defined Terms		2
Section 1.2	Rules of Construction		19
ARTICLE II MERGER; CLOSING			21
Section 2.1	Merger		21
Section 2.2	Effect on Equity		21
Section 2.3	Certificate of Formation; Managers and Officers		22
Section 2.4	Merger Consideration		22
Section 2.5	Closing and Closing Payments		22
Section 2.6	Closing Deliveries		23
Section 2.7	Distribution of Merger Consideration		25
Section 2.8	Merger Consideration Adjustment		26
Section 2.9	Preparation of the Closing Statement		27
Section 2.10	Disputes Regarding Closing Statement		27
Section 2.11	Withholding Rights		28
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			29
Section 3.1	Organization, Existence and Good Standing		29
Section 3.2	Power and Authority, Authorization and Execution		29
Section 3.3	Enforceability		29
Section 3.4	Consents; Non-contravention		29
Section 3.5	Capitalization; Title to Shares; Subsidiaries		30
Section 3.6	Financial Statements; Undisclosed Liabilities		30
Section 3.7	Insurance		31
Section 3.8	Taxes		32
Section 3.9	Conduct of Business		34
Section 3.10	Material Contracts		36
Section 3.11	Permits		37
Section 3.12	Compliance with Laws		37
Section 3.13	Proceedings and Orders		39
Section 3.14	Title to Assets; Sufficiency		39
Section 3.15	Real Property		39
Section 3.16	Environmental Matters		41

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TABLE OF CONTENTS

(continued)

		Page
Section 3.17	Intellectual Property		41
Section 3.18	Employee Benefits		46
Section 3.19	Employees		48
Section 3.20	Related Parties Transactions		50
Section 3.21	Brokers		50
Section 3.22	Customers and Suppliers		50
Section 3.23	Accounts Receivable; Accounts Payable		50
Section 3.24	Inventory		50
Section 3.25	Customer Warranties; Product Liability		51
Section 3.26	PPP Loan		51
Section 3.27	CARES Act		51
Section 3.28	Bank Accounts; Powers of Attorney		51
Section 3.29	Solvency		51
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB			52
Section 4.1	Organization, Existence and Good Standing		52
Section 4.2	Power and Authority		52
Section 4.3	Enforceability		52
Section 4.4	Consents; Non-contravention		52
Section 4.5	Brokers		53
Section 4.6	Investment Representation		53
Section 4.7	Litigation		53
Section 4.8	Availability of Funds		53
ARTICLE V COVENANTS			53
Section 5.1	Reasonable Access		53
Section 5.2	Third-Party Consents		53
Section 5.3	Operation of the Business		54
Section 5.4	Exclusivity		54
Section 5.5	Confidentiality Agreement		54
Section 5.6	Officers’, Managers’, and Directors’ Liability		55
Section 5.7	Labor Matters		55
Section 5.8	Independent Investigation		57
Section 5.9	Governmental Filings		57

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TABLE OF CONTENTS

(continued)

		Page
Section 5.10	Pre-Closing Covenants		59
Section 5.11	Inspection of Records		59
Section 5.12	RWI Policy		59
Section 5.13	Contact with Business Relations		59
Section 5.14	Further Assurances		59
Section 5.15	Related Party Agreements		59
Section 5.16	Notification of Certain Matters		60
Section 5.17	Financing Cooperation		60
Section 5.18	OP Form 10		61
ARTICLE VI CONDITIONS TO CLOSING			61
Section 6.1	Conditions to the Company’s Obligations		61
Section 6.2	Conditions to Purchaser’s and Merger Sub’s Obligations		62
Section 6.3	Joint Conditions to the Parties’ Obligations		63
ARTICLE VII TAX MATTERS			63
Section 7.1	Preparation and Filing of Tax Returns		63
Section 7.2	Transfer Taxes		64
Section 7.3	Cooperation		64
Section 7.4	Tax Claims		64
Section 7.5	Post-Closing Actions		65
Section 7.6	Tax Treatment		66
Section 7.7	Merger Consideration Allocation		66
ARTICLE VIII REPRESENTATIVE			66
Section 8.1	Appointment of the Equityholder Representative		66
Section 8.2	Authority of the Equityholder Representative		67
Section 8.3	Reliance		68
Section 8.4	Exculpation and Indemnification of the Equityholder Representative		68
Section 8.5	Distribution of the Equityholder Representative Fund		69
ARTICLE IX TERMINATION			69
Section 9.1	General		69
Section 9.2	Right to Terminate		69
Section 9.3	Remedies Upon Termination		70

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE X CERTAIN LIMITATIONS			70
Section 10.1	Limitation on Warranties; No Reliance		70
Section 10.2	Disclosure Schedule		71
Section 10.3	Specific Performance; No Other Remedies; No Recourse		71
Section 10.4	Non-Survival		72
ARTICLE XI MISCELLANEOUS			72
Section 11.1	Expenses		72
Section 11.2	Publicity		72
Section 11.3	Notices		73
Section 11.4	Entire Agreement; Amendments		74
Section 11.5	Non-Waiver		74
Section 11.6	Counterparts		74
Section 11.7	Delivery by Electronic Transmission		75
Section 11.8	Severability		75
Section 11.9	Applicable Law		75
Section 11.10	Third-Party Beneficiaries		75
Section 11.11	Binding Effect; Benefit		75
Section 11.12	Assignment		75
Section 11.13	Waiver of Trial by Jury		76
Section 11.14	Consent to Jurisdiction		76
Section 11.15	Legal Representation		76
Section 11.16	Parent Guarantee		77

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TABLE OF SCHEDULES AND EXHIBITS

Disclosure Schedule

Exhibit A	—	Accounting Principles and Working Capital Illustrative Example
Exhibit B	—	Form of Certificate of Merger
Exhibit C	—	Form of Merger Consideration Schedule
Exhibit D	—	Form of Escrow Agreement
Exhibit E	—	Form of Paying Agent Agreement
Exhibit F	—	Form of Letter of Transmittal
Exhibit G	—	Allocation Statement

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AGREEMENT AND PLAN OF MERGER

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.

A. The Company is the direct owner of all of the issued and outstanding Equity Interests of The Rivers Edge Outfitters, LLC, a Montana limited liability company (the “Company Subsidiary”).

B. The Equityholders beneficially and of record own all of the issued and outstanding Units.

C. On the terms set forth herein and in accordance with the Limited Liability Company Act of the State of Delaware (as amended, the “DLLCA”), Purchaser desires to acquire the Company by causing Merger Sub to merge with and into the Company, with the Company being the Surviving Company and becoming a wholly-owned subsidiary of Purchaser (the “Merger”).

D. Contemporaneously with the execution of this Agreement, the respective governing bodies of Purchaser and Merger Sub each have approved and authorized (i) the transactions contemplated hereby, including the Merger, and the other transactions contemplated by the other Transaction Documents (collectively, the “Transactions”), and (ii) the execution and delivery of the respective Transaction Documents to which each is a party on the terms and subject to the conditions set forth in such Transaction Documents, as applicable.

E. Contemporaneously with the execution of this Agreement, the Management Board of the Company (the “Company Board”), acting by unanimous written consent, has (i) declared that the Transactions and the Transaction Documents are advisable and fair to, and in the best interests of, the Company and the Equityholders; (ii) approved and authorized the Transactions, and (iii) approved and authorized the execution and delivery of the Transaction Documents, on the terms and subject to the conditions set forth in the Transaction Documents (the “Company Board Consent”).

F. Contemporaneously with the execution of this Agreement, the holders of Class A Units have unanimously approved and authorized this Agreement and the Transactions pursuant to a written consent (the “Class A Consent”) and Castanea Partners Fund IV, L.P., Castanea Family Holdings IV, LLC, and CP Coinvest, LLC, each a holder of Series A Preferred Units, has each approved and authorized this Agreement and the Transactions pursuant to a written consent (the “Series A Consent”).

G. Contemporaneously with the execution of this Agreement, as a condition and material inducement to Purchaser’s execution and delivery of this Agreement, the Restricted Persons (as defined below) have executed and delivered to Purchaser a restrictive covenant agreement (collectively, the “Restrictive Covenant Agreements”).

In consideration of the mutual representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 Defined Terms. The following terms, as used in this Agreement, have the following meanings:

“Accountant Expert” means a nationally recognized certified public accounting firm mutually agreed between the Equityholder Representative and Purchaser in writing.

“Accounting Principles” means the accounting methods and principles set forth on Exhibit A.

“Acquisition Proposal” means any written, bona fide offer, proposal or indication of interest with respect to (a) any sale of the Units or other Equity Interests of the Company or any sale of the Equity Interests of the Company Subsidiary, (b) any merger, consolidation, recapitalization, reorganization, business combination or similar transaction with respect to the Company or the Company Subsidiary, (c) any lease, sale, transfer or other disposition of the assets of the Target Companies, other than assets sold in the ordinary course of business or (d) any other transaction that does or would reasonably be expected to impede or otherwise delay the Transactions.

“Adjustment Consideration” is defined in Section 2.8(c).

“Adjustment Excess Amount” is defined in Section 2.8(b)(i).

“Adjustment Shortfall Amount” is defined in Section 2.8(b)(iii).

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly Controls, is Controlled by, or is under common Control with such Person, including, in the case of any Person who is an individual, his or her spouse or domestic partner, any of his or her descendants (lineal or adopted) or ancestors, and any of their respective spouses or domestic partners.

“Agreement” is defined in the Preamble.

“Allocation Evaluation Period” is defined in Section 7.7.

“Allocation Notice of Objection” is defined in Section 7.7.

“Allocation Resolution Period” is defined in Section 7.7.

“Allocation Statement” is defined in Section 7.7.

“Annual Company Financial Statements” is defined in Section 3.6(a).

“Antitrust Laws” means the United States Sherman Antitrust Act of 1890, the United States Clayton Act of 1914, the HSR Act, the United States Federal Trade Commission Act of 1914, and all other Laws, including foreign Laws, issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Associated Rights” is defined in Section 11.15(b).

“Bank Accounts” is defined in Section 3.28.

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“Base Amount” means an amount equal to $192,500,000.

“Benefit Plan” means any employee benefit plan, program or arrangement (including any “employee benefit plan,” as defined in Section 3(3) of ERISA), stock purchase, stock option, equity or equity-based compensation, severance, retention, employment, change-in-control, bonus, incentive, deferred compensation, profit sharing, pension, individual independent contractor, retirement, termination, vacation, holiday, sick leave, dependent care assistance, health savings, health reimbursement, flexible spending, accident, disability, long-term care, employee assistance, scholarship, fringe benefit, expense reimbursement or any other employee benefit plan, agreement, program, policy or other arrangement, whether or not subject to ERISA, whether funded or unfunded, written or unwritten, insured or self-insured, which is maintained, sponsored, contributed to, or required to be contributed to, by any Target Company or any of their respective ERISA Affiliates for the benefit of any current or former employee, officer, or director of any Target Company (or their respective dependents or beneficiaries) or under which any Target Company has any Liability, whether actual or contingent (other than a Multiemployer Plan).

“Business Day” means a day on which banks are open for business in Bozeman, Montana or New York, New York, but does not include any day that is a Saturday, Sunday or a statutory holiday in the State of Montana or the State of New York.

“Calculation Time” means 12:01 a.m. Mountain Time on the Closing Date.

“CARES Act” means the U.S. Small Business Administration and pursuant to the Coronavirus Aid, Relief, and Economic Security Act.

“Cash Equivalents” means, as of any time, the aggregate amount of all cash and cash equivalents of the Target Companies, excluding Trapped Cash, as determined in a manner consistent with the Accounting Principles. For the avoidance of doubt, Cash Equivalents shall include and reflect (a) inbound checks and drafts deposited for the account of the Target Companies, or in the possession of the Target Companies and (b) all uncleared inbound payments in transit, including inbound credit card payments and wire transfers.

“Certificate of Merger” is defined in Section 2.1.

“Class A Consent” is defined in the Recitals.

“Class A Unit” means a Class A Common Unit of the Company.

“Class B Unit” means a Class B Common Unit of the Company, whether vested or unvested by its terms.

“Closing” is defined in Section 2.5(a).

“Closing Balance Sheet” is defined in Section 2.9.

“Closing Cash” means the Cash Equivalents, determined in accordance with the Accounting Principles, as of the Calculation Time.

“Closing Date” is defined in Section 2.5(a).

“Closing Indebtedness” means the Indebtedness, determined in accordance with the Accounting Principles, as of immediately prior to the Closing.

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“Closing Payment” means an amount equal to (a) the Estimated Merger Consideration, minus (b) the Escrow Amount, minus (c) the Equityholder Representative Payment.

“Closing Statement” is defined in Section 2.9.

“Closing Transaction Expenses” means the Transaction Expenses, determined in accordance with the Accounting Principles, as of immediately prior to the Closing.

“Closing Working Capital” means the Working Capital, determined in accordance with the Accounting Principles, as of the Calculation Time.

“Closing Working Capital Excess” means the amount by which the Closing Working Capital exceeds $14,098,000; provided, that, if the Closing Working Capital is within the Working Capital Collar, then the Closing Working Capital Excess for purposes of this Agreement shall be deemed to equal $0.

“Closing Working Capital Shortfall” means the amount by which (expressed as a positive number) the Closing Working Capital is less than $8,098,000; provided, that, if the Closing Working Capital is within the Working Capital Collar, then the Closing Working Capital Shortfall for purposes of this Agreement shall be deemed to equal $0.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company” is defined in the Preamble.

“Company Board” is defined in the Recitals.

“Company Board Consent” is defined in the Recitals.

“Company Data and Data Sets” is defined in Section 3.17(h).

“Company Employees” is defined in Section 3.19(c).

“Company Financial Statements” is defined in Section 3.6(a).

“Company Intellectual Property” is defined in Section 3.17(c)(i).

“Company’s Knowledge” means the actual knowledge of K.C. Walsh, Casey Sheahan, Stacie Bruno, Strick Walker, Mike Moore, Ben Christensen, Jordan Wand, Diane Bristol, Robert Gibson, and Joey Sweeney and the knowledge such persons would have after reasonable due inquiry.

“Company Subsidiary” is defined in the Recitals.

“Company Systems” means all of the following owned, used or controlled by the Target Companies: computers, computer systems, servers, hardware, Software, firmware, middleware, websites, databases, networks, servers, workstations, routers, hubs, switches, data communication equipment and lines, telecommunications equipment and lines, co-location facilities and equipment, and all other information technology equipment and related items of automated, computerized or Software systems, including any outsourced systems and processes (e.g., hosting locations) and all associated documentation.

“Confidentiality Agreement” is defined in Section 5.5.

“Continuing Employee” defined in Section 5.7(a).

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“Contract” means any contract, agreement, arrangement, commitment, understanding, lease, license, or other legally binding agreement, and including all amendments thereto, whether written or oral.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of securities, by Contract or otherwise.

“Controversy” is defined in Section 11.9.

“Copyleft Software” means any software code that is distributed under Open License Terms that: (a) require, as a condition of use, modification, and/or distribution, that other software code incorporated into, derived from or distributed with such software code also be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making modifications or derivative works, or (iii) redistributable at no charge; or (b) otherwise impose or could impose any other material limitation, restriction, or condition on the right or ability of Purchaser to use or modify the products or services of the Target Companies or distribute products or services of the Target Companies under terms chosen by Purchaser.

“Covered Tax Claim” is defined in Section 7.4(a).

“COVID-19” means the novel coronavirus (SARS CoV-2019) known as COVID-19 or any evolution thereof.

“COVID-19 Related Deferrals” means any Tax liabilities or other amounts for or allocable to a Pre-Closing Period, or portion of a Straddle Period ending on the Closing Date, the payment of which is deferred, to a taxable period (or portion thereof) beginning after the Closing Date pursuant to the CARES Act or any other Law or executive order or Presidential Memorandum (including the Presidential Memorandum described in IRS Notice 2020-65) related to COVID-19.

“Current Assets” means the consolidated current assets of the Target Companies determined in accordance with the Accounting Principles; provided, that, notwithstanding anything to the contrary contained herein, Current Assets shall not include (a) Cash Equivalents or (b) assets related to Income Taxes (including deferred Tax assets).

“Current Liabilities” means the consolidated current liabilities of the Target Companies determined in accordance with the Accounting Principles; provided, that, notwithstanding anything to the contrary contained herein, Current Liabilities shall not include (a) Indebtedness, (b) Transaction Expenses or (c) Liabilities related to Income Taxes (including deferred Tax Liabilities).

“D&O Indemnified Person” is defined in Section 5.6(a).

“D&O Tail Policy” is defined in Section 5.6(b).

“Data Breach” means the unauthorized access, use, disclosure, acquisition, or modification of Personal Information, Company Systems, or any other data security incident requiring notification to impacted Persons or regulators under applicable Information Privacy and Security Law.

“Data Room” means the virtual data room entitled “TROPHY” hosted by Datasite.

“Debt Financing” is defined in Section 5.17(a).

“Disclosure Schedule” is defined in Section 10.2.

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“Dispute” is defined in Section 2.10(a).

“Dispute Notice” is defined in Section 2.10(a).

“Dispute Period” is defined in Section 2.10(a).

“Disputed Elements” is defined in Section 2.10(b).

“DLLCA” is defined in the Recitals.

“Due Date” means the due date with respect to an applicable Tax Return (taking into account valid extensions).

“Effective Time” is defined in Section 2.1.

“Enforceability Exceptions” is defined in Section 3.3.

“Environmental Claims” means any claims, notices of noncompliance or violation or Proceedings by any Governmental Authority or Person alleging any liability arising under any Environmental Law or demanding payment, contribution, indemnification, remedial action, removal action, financial assurance or any other action or inaction with respect to any actual or alleged environmental damage, condition or event or injury to persons, property or natural resources arising under any Environmental Law.

“Environmental Laws” means any applicable Law, common law, and any Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal, or remediation of any Hazardous Substances. The term “Environmental Law” includes the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq. (only to the extent related to exposure to Hazardous Substances).

“Environmental Permits” means all Permits required under Environmental Laws that are necessary to conduct the business of the Target Companies.

“Environmental Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata).

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“Equity Interests” means: (a) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, (b) any ownership interests in a Person other than a corporation, including membership interests, partnership interests, joint venture interests, and phantom interests; and (c) any warrants, stock appreciation rights, restricted stock, phantom stock, options, units, or any other equity or equity-based compensation, convertible or exchangeable securities, calls or other rights to purchase or acquire any of the foregoing.

“Equityholder” means a holder, as of immediately prior to the Effective Time, of a Unit.

“Equityholder Representative” is defined in the Preamble.

“Equityholder Representative Fund” is defined in Section 8.2.

“Equityholder Representative Payment” means an amount equal to $250,000.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any member of the same “controlled group” as any Target Company (within the meaning of Section 414(b), (c), (m) or (o) of the Code).

“Escrow Account” means the funds maintained by the Escrow Agent in respect of the Escrow Amount pursuant to the Escrow Agreement.

“Escrow Agent” means Acquiom Clearinghouse LLC, a Delaware limited liability company, as escrow agent under the Escrow Agreement.

“Escrow Agreement” is defined in Section 2.5(c)(iii).

“Escrow Amount” means $1,500,000.

“Estimated Closing Cash” means the Company’s good faith estimate of the Closing Cash, as set forth on the Pre-Closing Statement.

“Estimated Closing Indebtedness” means the Company’s good faith estimate of the Closing Indebtedness, as set forth on the Pre-Closing Statement.

“Estimated Merger Consideration” is defined in Section 2.5(b).

“Estimated Transaction Expenses” means the Company’s good faith estimate of the Closing Transaction Expenses, as set forth on the Pre-Closing Statement.

“Estimated Working Capital” means the Company’s good faith estimate of the Closing Working Capital, as set forth on the Pre-Closing Statement.

“Estimated Working Capital Excess” means the amount by which the Estimated Working Capital exceeds $14,098,000; provided, that, if the Estimated Working Capital is within the Working Capital Collar, then the Estimated Working Capital Excess for purposes of this Agreement shall be deemed to equal $0.

“Estimated Working Capital Shortfall” means the amount by which (expressed as a positive number) the Estimated Working Capital is less than $8,098,000; provided, that, if the Estimated Working Capital is within the Working Capital Collar, then the Estimated Working Capital Shortfall for purposes of this Agreement shall be deemed to equal $0.

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“Existing Employment Agreements” is defined in Section 3.19(e).

“Extra-Contractual Statement” is defined in Section 10.1.

“Final Closing Cash” means the Closing Cash, as finally agreed or determined in accordance with Section 2.8, Section 2.9 and Section 2.10.

“Final Closing Indebtedness” means the Closing Indebtedness, as finally agreed or determined in accordance with Section 2.8, Section 2.9 and Section 2.10.

“Final Transaction Expenses” means the Transaction Expenses, as finally agreed or determined in accordance with Section 2.8, Section 2.9 and Section 2.10.

“Final Working Capital” means the Closing Working Capital as finally agreed or determined in accordance with Section 2.8, Section 2.9 and Section 2.10.

“Flow-Through Tax Return” means any partnership information Tax Return for Income Tax purposes required to be filed on Internal Revenue Service Form 1065 (and analogous state and local informational Tax Returns for Income Taxes) for the Company.

“FLSA” is defined in Section 3.19(c).

“Forward-Looking Statements” is defined in Section 5.8.

“Fraud” means, an act committed in the making of any representation or warranty set forth in this Agreement with the intent to deceive another party, or to induce it to enter into this Agreement and requires: (a) a false representation of material fact made by such party herein; (b) with actual knowledge (as opposed to imputed or constructive knowledge) that such representation is false; (c) with an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it; (d) causing that party, in justifiable reliance upon such false representation and with ignorance to the falsity of such representation, to take or refrain from taking action; and (e) causing such party to suffer damages because of such reliance.

“Fundamental Representations” means the representations and warranties set forth in Section 3.1 (Organization, Existence and Good Standing), Section 3.2 (Power and Authority, Authorization and Execution), Section 3.5(a) and Section 3.5(b) (Capitalization; Title to Shares; Subsidiaries), and Section 3.21 (Brokers).

“Future Distribution Amount” means the Adjustment Consideration, any portion of the Equityholder Representative Fund distributable to Equityholders pursuant to this Agreement, and any other consideration or other amounts payable or otherwise deliverable to the Paying Agent, the Equityholder Representative or the Equityholders after the Closing Date pursuant to the Escrow Agreement, the Paying Agent Agreement or this Agreement.

“GAAP” means generally accepted accounting principles as in effect in the United States of America from time to time.

“GDPR” means the General Data Protection Regulation (EU) 2016/679 and any other directly applicable European Union regulation relating to privacy and data security.

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“Governing Documents” means the agreements and instruments by which any Person (other than an individual) establishes its legal existence or governs its internal affairs. For example, (a) the Governing Documents of a corporation include its Certificate or Articles of Incorporation and its bylaws, regulations, or similar governing instruments required by the laws of its jurisdiction of formation or organization, (b) the Governing Documents of a partnership include its Certificate or Articles of Limited Partnership, formation or Association and its limited partnership agreement (in each case, limited, limited liability, general, or otherwise), (c) the Governing Documents of a limited liability company include its Certificate or Articles of Formation and, if applicable, its limited liability company operating agreement.

“Governmental Authority” means any nation, any state, any province or any municipal or other political subdivision thereof, including any agency, commission, department, board, bureau, official, minister, tribunal, court, self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority thereof (to the extent that the rules, regulations or orders of such organization or authority have the force of law) whether national, state, provincial, local, foreign, or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of a nation, state, province or any municipal or other political subdivision thereof, and any arbitrator, mediator, court, administrative hearing body, commission, tribunal, or other similar dispute-resolving panel or body of competent jurisdiction.

“Hazardous Substance” means (a) any substance that is listed, classified or regulated as a “toxic substance,” “hazardous substance,” “hazardous waste” or words of similar meaning or effect under any Environmental Law, (b) oil, petroleum, natural gas, natural gas liquids, synthetic gas, drilling fluids, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any explosives or any radioactive materials, (d) asbestos in a form or condition requiring abatement or remediation, (e) polychlorinated biphenyls, (f) toxic mold, (g) Per- and Polyfluoroalkyl Substances (PFAS) and (h) infectious waste.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Illegal Business Practice Laws” means, collectively, all anti-bribery, anti-corruption, anti-fraud and anti-money laundering Laws to which either Target Company is subject, including Chapter 11 of Title 18 of the United States Code, the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, all U.S. foreign Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and any other Laws, including those of any state, province or municipality, that prohibit the (a) corrupt payment, transfer, or offer, promise, or authorization of, or acquiescence in, directly or indirectly, the payment, transfer or provision, of anything of value (including gifts or entertainment) to, or for the benefit or at the behest of, any representative of a Governmental Authority or commercial entity or (b) any other payment or provision, or any improper offer, promise or authorization of, or acquiescence in, anything of value or any other payment in connection with any business activity of the Target Companies, including any pay-for-play practices; in each case, whether to obtain or maintain any business opportunity or advantage, prevent or limit any business disadvantage or detriment or otherwise.

“Incidental Inbound License” means any (a) nondisclosure agreement or Contract permitting the use of confidential information; (b) Contract pursuant to which current or former employees or contractors of any Target Company assign or waive such rights for the benefit of any Target Company; (c) Contract containing a non-exclusive license of Intellectual Property that is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is primarily for something other than such license, such as (i) a sales or marketing agreement that includes a license to use trademarks or other rights for the purposes of advertising or providing products or services during the term of and in accordance with

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such agreement, or (ii) a Contract for the purchase or lease of a photocopier, computer, network equipment, mobile phone or other equipment that also contains a license of Intellectual Property; (d) shrink wrap, click-wrap, or browse-wrap Contract; (e) Contract that is a non-exclusive license or terms of use that permits the use of generally available software, data or content; or (f) non-exclusive licenses implied by law to end-user customers of products or services.

“Incidental Outbound License” means any (a) nondisclosure agreement or Contract solely permitting the use of confidential information; (b) Contract under which Intellectual Property is licensed to a consultant, contractor, or vendor of any Target Company for the benefit of any Target Company or that permits the consultant, contactor, or vendor to identify any Target Company as a customer of such consultant, contractor or vendor; (c) Contract by which any Target Company grants a non-exclusive Intellectual Property license in the ordinary course of business; or (d) non-exclusive licenses implied by law to end-user customers of products or services.

“Income Taxes” means all Taxes that are in whole or in part based upon, measured by, or calculated with respect to net income or profits (including any capital gains, franchise, or minimum Tax but not including any sales, use, real or personal property, transfer or similar Taxes).

“Indebtedness” means, with respect to the Company or any Company Subsidiary, and without duplication, any of the following: (a) all outstanding obligations of such Person in respect of indebtedness for borrowed money, whether evidenced by a note, bond, debenture, mortgage, or other debt instrument or debt security; (b) all Liabilities of a third party guaranteed by such Person, regardless of whether by payment or performance or whether such guaranties are in the form of letters of credit, deposits, bonds, insurance or other forms of security, indemnity, surety or guaranty; (c) all amounts due under any commodity swap agreements, commodity cap agreements, interest rate cap agreements, interest swap agreements, and other similar agreements or any future derivative, swap, collar, put, call, forward purchase or sale transaction, fixed price contract or other agreement, in each case that is intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in interest rates, currencies basis risk or the price of commodities; provided such Indebtedness shall be reduced by any net asset position of any amounts due under this clause (c); (d) all Liabilities secured by any Lien upon property or assets owned by such Person (other than Permitted Liens); (e) all Liabilities created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person; (f) all capitalized lease obligations; (g) all Liabilities for underfunded employee pension benefit plans, nonqualified deferred pension plans and similar obligations, including the employer portion of any payroll, social security, unemployment and similar Taxes with respect to such payments; (h) all deferred payments and other obligations of such Person to secure all or part of the purchase price of property, securities, goods or services (including seller notes, earn-out payments, contingent bonuses or similar obligations); (i) all Liabilities under any self-insured workers’ compensation and healthcare benefit plans and programs; (j) any off balance sheet Liabilities; (k) all Liabilities, prepayment penalties or premiums, expenses or other amounts that are payable in connection with retirement, prepayment or termination of any of the foregoing; (l) all COVID-19 Related Deferrals; (m) all accrued and unpaid Income Taxes of the Company and the Company Subsidiary for any Pre-Closing Tax Period or portion of any Straddle Period ending on or before the Closing Date, in each case, calculated in accordance with the past practice of the Target Companies (except as otherwise required by applicable Law) and on the assumption that any Straddle Period ends on the Closing Date and taking into account any applicable Transaction Deductions; and (n) any compensation and personal expenses of the Executive Chairman of the Company. Notwithstanding the foregoing, “Indebtedness” will not include amounts included as Transaction Expenses or included as Current Liabilities.

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“Information Privacy and Security Laws” means all Laws applicable to the Target Companies relating to privacy, data privacy, data protection, data security, anti-spam, and consumer protection, and all regulations promulgated by any Governmental Authority thereunder, including, GDPR, the Health Insurance Portability and Accountability Act, the Gramm-Leach-Bliley Act, the Federal Information Security Management Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Federal Trade Commission Act, the Privacy Act of 1974, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children’s Online Privacy Protection Act, state data security Laws, state social security number protection Laws, state data breach notification Laws, and Laws concerning requirements for website and mobile application privacy policies and practices, call or electronic monitoring or recording or any outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing) and all equivalent Laws of any other jurisdiction.

“Insurance Policies” is defined in Section 3.7(a).

“Intellectual Property” means any and all rights with respect to the following in any jurisdiction throughout the world: (a) all patents, utility, models and industrial design registrations and applications (including any continuations, divisionals, continuations-in-part, provisionals, renewals, reissues, re-examinations and applications for any of the foregoing), (“Patents”) along with any inventions whether or not patentable, improvements, ideas, data, concepts, formulas, techniques, methods, prototypes, protocols, processes associated with the foregoing, (b) all trademarks, service marks, trade names, slogans, logos, trade dress, and similar designations of source or origin, in each case together with all goodwill, registrations and applications for registration related to any of the foregoing (“Trademarks”), corporate names (including “doing business as” or “d/b/a” registrations), (c) all Internet domain names, web sites, social media account names or identifiers, (d) all copyrights, copyrightable subject matter and works of authorship, whether or not copyrightable (including any registration and applications for any of the foregoing), (e) rights in Software, (f) all trade secrets and other confidential information, know-how, proprietary processes, formula, algorithms, models and methodologies and any other information that derives independent economic value (actual or potential) from not being generally known to and not being readily ascertainable by proper means by a person able to obtain economic value from its use or disclosure, including drawings, bills of material and other tangible or electronic materials embodying the foregoing and relating to products or services made or sold or otherwise distributed by the Target Companies, (g) hardware and designs, processes and procedures, and (h) all other similar intellectual property or proprietary rights, whether protected, created, or arising by operation of law, in each case whether (i) granted under common law or by statute; (ii) registered or unregistered; (iii) published or unpublished; and (iv) including (A) all registrations, recordings, applications, rights to obtain renewals, derivations, continuations, reissues, extensions thereof; (B) all income, fees, royalties, damages, claims, payments and proceeds at any time due or payable or asserted under or with respect to any of the foregoing, and (C) all rights to sue and collect damages for past, present or future misuses, misappropriations, infringements or other violations thereof.

“Intellectual Property Licenses” is defined in Section 3.17(a)(iii).

“Intended Tax Treatment” is defined in Section 7.6.

“Interim Company Financial Statements” is defined in Section 3.6(a).

“IP Inbound License” is defined in Section 3.17(a)(iii).

“IP Outbound License” is defined in Section 3.17(a)(ii).

“IRS” means the United States Internal Revenue Service.

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“Law” means any law (including any binding common law), statute, ordinance, regulation, rule, code, or treaty, or decision or order of any court, administrative agency or other Governmental Authority, or other requirement having the force of law of any Governmental Authority.

“Leased Real Property” is defined in Section 3.15(b).

“Leases” is defined in Section 3.15(b).

“Letter of Transmittal” is defined in Section 2.7(a).

“Liabilities” means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including any Liability for Taxes.

“Liens” means all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, rights of first refusal or first offer, liens (statutory or other), mortgages, deeds of trust, security interests, title defects, claims, community property interests, conditions, equitable interests, options, indentures, encroachments, rights of way, or other encumbrances of any kind, including all restrictions on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“LLC Agreement” means the Company’s Second Amended and Restated Limited Liability Company Agreement, as amended or waived from time to time prior to the Effective Time.

“Lookback Date” means January 1, 2019.

“Material Adverse Effect” means any Occurrence that, individually or in the aggregate, taking into account all other Occurrences, has, or would reasonably be expected to have, a material adverse effect upon (a) the business, assets, liabilities, financial condition or results of operations of the Target Companies, taken as a whole or (b) the ability of the Company to consummate the Transactions; provided, however, that, the term “Material Adverse Effect” will not include any Occurrence related to or arising from: (i) changes or proposed changes in applicable Laws or decisions by any Governmental Authority after the date hereof (including any “shelter-in-place” and “stay-at-home” Laws); (ii) changes or proposed changes in GAAP; (iii) actions or omissions of the Target Companies taken with the consent of any of Purchaser or its Affiliates pursuant to this Agreement; (iv) actions or omissions of the Target Companies required by this Agreement or the other Transaction Documents; (v) general economic conditions, including changes in the credit, debt, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or any disruption of such markets), in each case, in the United States or anywhere else in the world; (vi) events or conditions generally affecting the industries in which the Target Companies operate; (vii) global, national or regional political conditions, including the outbreak or escalation of national or international hostilities, acts of terror or acts of war, sabotage or terrorism or military actions or any escalation or worsening of any hostilities, acts of war, sabotage or terrorism or military actions; (viii) pandemics and epidemics, including any impacts from COVID-19, earthquakes, hurricanes, tornados or other natural disasters; (ix) the announcement or pendency of this Agreement, the other Transaction Documents or the Transactions; or (x) any failure (but not the underlying cause of such failure) to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position; provided, further, that any Occurrence described in clauses (i), (ii) and (v) through (viii) shall only take into account in determining whether a Material Adverse Effect has occurred to the extent any such Occurrence has a disproportionate impact on the business, assets, financial condition or results of operations of the Target Companies, taken as a whole, relative to other participants in the same business as the Target Companies.

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“Material Consents” is defined in Section 5.2.

“Material Contract” is defined in Section 3.10.

“Material Customer” is defined in Section 3.22.

“Material Permits” is defined in Section 3.11.

“Material Suppliers” is defined in Section 3.22.

“Merger” is defined in the Recitals.

“Merger Consideration” is defined in Section 2.4.

“Merger Consideration Allocation” is defined in Section 7.7.

“Merger Consideration Schedule” is defined in Section 2.5(b).

“Merger Sub” is defined in the Preamble.

“Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.

“Non-Recourse Party” means, with respect to a Party, any of such Party’s former, current and future equityholders, controlling persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or assignees (or any former, current or future equityholder, controlling person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing); provided, that, for the avoidance of doubt, none of the Parties, or the issuer of the RWI Policy will be considered a Non-Recourse Party.

“Occurrences” means any individual or set of existences, events, developments, omissions, situations, occurrences, circumstances, facts or takings.

“OP Form 10” means the registration statement on Form 10 to be filed by Purchaser or one of its Affiliates with the Securities and Exchange Commission in connection with the OP Spin-Off, including any exhibits attached thereto, and any amendments or supplements thereto.

“OP Spin-Off” means the proposed separation of the Outdoor Products segment and the Sporting Products segment of Vista Outdoor Inc. into two independent, publicly traded companies via a spin-off of the Outdoor Products segment to shareholders of Vista Outdoor Inc., and any transactions related to such separation.

“Open License Terms” means terms in any license, distribution model or other agreement for software, libraries or other code (including middleware and firmware) (a “Work”) which require, as a condition of use, reproduction, modification, and/or distribution of the Work (or any portion thereof) or of any other software, libraries, or other code (or a portion of any of the foregoing) in each case that is incorporated into or includes is linked to or with, or is derived from in any manner (in whole or in part) a Work (collectively, “Related Software”), any of the following: (a) the making available of source code or any information regarding the Work or any Related Software; (b) the granting of permission for creating modifications to or derivative works of the Work or any Related Software; (c) the granting of a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, to any Person under Intellectual Property rights (including patents) regarding the Work alone, any Related Software alone, or the Work or

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Related Software in combination with other hardware or software; (d) the imposition of any restrictions on future patent licensing terms, or other abridgement or restriction of the exercise or enforcement of any Intellectual Property rights against the Work or any Related Software through any means; or (e) the obligation to include or otherwise communicate to other Persons any form of acknowledgement and/or copyright notice regarding the origin of the Work or Related Software. By means of example only, Open License Terms includes any versions of the following agreements, licenses, or distribution models: (i) the GNU General Public License (GPL); (ii) Lesser/Library GPL (LGPL); (iii) the Common Development and Distribution License (CDDL); (iv) the Artistic License (including PERL); (v) the Netscape Public License; (vi) the Sun Community Source License (SCSL) or the Sun Industry Standards License (SISL); (vii) the Apache License; (viii) the Common Public License; (ix) the Affero GPL (AGPL); (x) the Berkley Software Distribution (BSD); (xi) the Mozilla Public License (MPL); or (xii) any licenses that are defined as OSI (Open Source Initiative) licenses as listed on the opensource.org website.

“Open Source Software” means any software, libraries, or other code that is licensed under, or is otherwise subject to, Open License Terms.

“Order” means any judgment, decision, ruling, temporary restraining order, executive order, determination, award of, stipulation, order, writ, injunction, or decree or award any Governmental Authority, and any settlement agreement or compliance agreement entered into in connection with any Proceeding, whether with a Governmental Authority or otherwise.

“Outside Date” is defined in Section 9.2(b).

“Owned Intellectual Property” is defined in Section 3.17(a)(i).

“Parent” is defined in the Preamble

“Parent Obligations” is defined in Section 11.16

“Party” means, individually, Purchaser, Merger Sub, the Company, or the Equityholder Representative and “Parties” means, collectively, Purchaser, Merger Sub, the Company, and the Equityholder Representative.

“Patents” has the meaning set forth in the definition of “Intellectual Property”.

“Paying Agent” means Acquiom Financial LLC, a Colorado limited liability company, in its capacity as payments administrator under the Paying Agent Agreement.

“Paying Agent Agreement” is defined in Section 2.5(c)(v).

“Payoff Letters” is defined in Section 2.6(b)(iii).

“PC” is defined in Section 11.15(a).

“Per Class A Unit Merger Consideration” means the portion of the Closing Payment and Future Distribution Amounts allocated to each Class A Unit in accordance with the Merger Consideration Schedule.

“Per Class B Unit Merger Consideration” means the portion of the Closing Payment and Future Distribution Amounts allocated to each Class B Unit in accordance with the Merger Consideration Schedule.

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“Per Series A Preferred Unit Merger Consideration” means the portion of the Closing Payment and Future Distribution Amounts allocated to each Series A Preferred Unit in accordance with the Merger Consideration Schedule.

“Permits” means all consents, authorizations, registrations, waivers, certificates, franchises, orders, rights, licenses, permits, registrations, and approvals of any Governmental Authority.

“Permitted Liens” means, collectively: (a) Liens set forth in Section 1.1 of the Disclosure Schedule; (b) statutory Liens for current Taxes, assessments, and other governmental charges that are not yet due and payable, that may thereafter be paid without penalty, or Liens for Taxes the validity of which is being contested in good faith or for which appropriate reserves have been established in the Financial Statements in accordance with GAAP; (c) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties; (d) easements, covenants, conditions, and restrictions of record; (e) easements, covenants, conditions, and restrictions not of record as to which no material violation or encroachment exists and which do not materially interfere with the present uses or occupancy of such property by the Company or the Company Subsidiary; (f) zoning or other governmentally established restrictions or encumbrances; (g) pledges or deposits to secure obligations under workers or unemployment compensation Laws or similar Laws or to secure public or statutory obligations; (h) mechanic’s, materialman’s, supplier’s, vendor’s or similar Liens arising or incurred in the ordinary course of business securing amounts that are not overdue for a period of more than ninety (90) days or the validity of which is being contested in good faith; (i) Liens incurred in the ordinary course of business that do not secure or relate to monetary obligations and that have not had and would not reasonably be expected to have a material impact on the continued use and operation of the assets to which they relate in the conduct of the business of the Target Companies; and (j) any non-exclusive Intellectual property license granted by a Target Company.

“Person” means any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not a legal entity, or any Governmental Authority.

“Personal Information” means, collectively, any information or data that can be used, directly or indirectly, alone or in combination with other information possessed or controlled by the Company or the Company Subsidiary, to identify an individual and any other information or data pertaining to any individual (including name, address, telephone number, email address, credit or payment card information, bank account number, financial data or account information, password combinations, customer account number, date of birth, government-issued identifier, social security number, race, ethnic origin/nationality, photograph and mental or physical health or medical information) or that is otherwise governed, regulated or protected by one or more Information Privacy and Security Laws.

“PPP Lender” means American Bank.

“PPP Loan” means the loan the Company received on or about April 8, 2020, in the original principal amount of $2,063,100, plus all interest accrued thereon, under the Paycheck Protection Program administered by the U.S. Small Business Administration and pursuant to the Coronavirus Aid, Relief, and Economic Security Act.

“Pre-Closing Flow-Through Tax Return” is defined in Section 7.1(a)(i).

“Pre-Closing Period” is defined in Section 5.1.

“Pre-Closing Statement” is defined in Section 2.5(b).

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“Pre-Closing Tax Period” means any Tax period that ends on or prior to the Closing Date.

“Pro Rata Share” means, with respect to each Equityholder, an amount, expressed as a percentage, equal to (a) the total amount of Merger Consideration paid to such Equityholder at Closing in accordance with this Agreement, divided by (b) the Merger Consideration.

“Proceeding” means any audit, litigation (in law or in equity), action, cause of action, claim (including any cross-claim or counterclaim), complaint, petition, mediation, hearing, order, inquiry, request for information, suit, arbitration, notices of violation, legal proceeding, investigation or like matter, whether civil or criminal, administrative or investigative, summons, subpoenas, formal or informal, and including any appellate proceeding arising therefrom, in each case, before or by or otherwise involving any Governmental Authority, whether administrative, judicial or arbitral.

“Protected Communication” is defined in Section 11.15(b).

“Purchaser” is defined in the Preamble.

“Purchaser Group” is defined in Section 11.15(b).

“Purchaser Plan” is defined in Section 5.7(b).

“Reference Balance Sheet Date” is defined in Section 3.6(a).

“Registered Intellectual Property” is defined in Section 3.7(b).

“Related Party” means any of the present and former directors, managers, officers, members, Affiliates, equityholders or partners of any Target Company.

“Related Party Agreement” is defined in Section 3.20.

“Related Software” has the meaning set forth in the definition of “Open License Terms”.

“Relevant Service Provider” has the meaning set forth in Section 3.18(j)

“Remaining Equityholder Representative Fund” is defined in Section 8.5.

“Representatives” means, with respect to any Person, any director, officer, agent, employee, advisor, manager, consultant, counsel, accountant or other representative of such Person.

“Restricted Persons” means, collectively, the Persons set forth on Section 1.1(b) of the Disclosure Schedule.

“Restrictive Covenant Agreements” is defined in the Recitals.

“RWI Policy” is defined in Section 5.12.

“Secretary of State” is defined in Section 2.1.

“Securities Act” is defined in Section 4.6.

“SEMS” is defined in Section 3.16(c).

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“Sensitive Data” means all confidential information, proprietary information, Personal Information, trade secrets and any other information protected by Law or contract that is collected, created, maintained, stored, transmitted, used, disclosed or otherwise processed by or for either Target Company.

“Series A Consent” is defined in the Recitals.

“Series A Preferred Unit” means a Series A Preferred Unit of the Company.

“Software” means all computer programs (including any software implementation of algorithms, models and methodologies whether in source code or object code), databases and computations (including any data and collections of data), and documentation (including user manuals and training materials) relating to the foregoing and the content and information contained in any web sites.

“Straddle Period” means any Tax period that begins on or before the Closing Date and ends after the Closing Date. For any relevant purpose under this Agreement, the portion of any Taxes relating to the pre-Closing portion of a Straddle Period of the Target Companies will (a) in the case of any ad valorem or similar property Taxes, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period; and (b) in the case of any other Taxes, be deemed equal to the amount that would be payable if the relevant Taxable period ended on the Closing Date.

“Subsidiary” means, with respect to any Person (other than a natural Person) (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the membership, partnership or other similar equity interests thereof is at the time held or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of clause (a) above, a Person or Persons will be deemed to hold a majority equity interest in a business entity (other than a corporation) if such Person or Persons (x) is allocated a majority of such business entity’s gains or losses or (y) is the managing director or general partner of such business entity.

“Surviving Company” is defined in Section 2.1.

“Target Companies” means, collectively, the Company and the Company Subsidiary.

“Tax Claim” means any investigation, audit, examination, assessment proposed adjustment, or other legal, administrative or judicial Proceeding with a Governmental Authority relating to Taxes.

“Tax Claim Notice” is defined in Section 7.4(a).

“Tax Returns” means, collectively, all returns, declarations, reports, estimates, claims for refund, statements and other documents filed or required to be filed with a Governmental Authority or provided to a payee by any Target Company in respect of any Taxes, including schedules or attachments thereto or any amendments thereof.

“Tax Sharing Agreement” means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract or arrangement, whether written or unwritten (other than any Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes, such as leases and similar commercial Contracts), including any such Contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or similar agreement.

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“Taxes” means, collectively, all (a) taxes, charges, withholdings, fees, levies, imposts, duties and governmental fees or other like assessments or charges of any kind whatsoever in the nature of taxes imposed by any United States federal, state, local or foreign or other Taxing Authority (including those related to income, net income, gross income, receipts, capital, windfall profit, severance, property (real and personal), production, sales, goods and services, use, business and occupation, license, excise, registration, franchise, employment, payroll (including social security contributions), deductions at source, withholding, alternative or add-on minimum, intangibles, ad valorem, transfer, gains, stamp, customs, duties, estimated, transaction, title, capital, paid-up capital, profits, premium, value added, recording, inventory and merchandise, business privilege, federal highway use, commercial rent or environmental tax, any pass-through entity tax, and any liability under unclaimed property, escheat, or similar Laws), (b) interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with (i) any item described in clause (a) or (ii) the failure to comply with any requirement imposed with respect to any Tax Return, and (c) liability in respect of any items described in clause (a) and/or (b) payable by reason of contract (including any Tax Sharing Agreement), assumption, transferee, successor or similar liability, bulk sales or similar liability, or operation of law (including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local, or foreign Law)).

“Trade Laws” is defined in Section 3.12(d).

“Trademarks” has the meaning set forth in the definition of “Intellectual Property”.

“Transaction Deductions” means, without duplication and to the extent “more likely than not” deductible by the Target Companies under applicable Income Tax Law, all income Tax losses, deductions, expenses and similar items deductible by the Target Companies and arising as a result of, in connection with the Transactions, including losses, deductions, expenses related to: (i) the vesting or exercise of, or payments with respect to, any equity-based compensation arrangements; (ii) the payment of any change in control or stay bonuses, or similar compensatory amounts, to employees or other service providers to any Target Company; (iii) the acceleration of deferred financing fees related to the repayment of Indebtedness; and (iv) the payment of any fees or other expenses in connection with the Transactions that are not required to be capitalized (including Transaction Expenses; provided that 70% of any “success based fees” as defined in Revenue Procedure 2011-29 will be included for this purpose).

“Transaction Documents” means this Agreement, the Escrow Agreement, the Paying Agent Agreement, and all other agreements, certificates, instruments and documents to be executed or delivered by one or more of the Parties in connection with the Transactions.

“Transaction Expenses” means, without duplication, to the extent not paid by the Target Companies prior to the Closing (a) all the Target Companies’ expenses, fees and charges incurred prior to the Closing in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and the Transactions, including all attorneys’, accountants’, consultants’, professionals’, investment bankers’ and other advisors’ fees and expenses payable by any Target Company, (b) any commission, severance, retention, bonus or other payment of any kind payable to management, other current or former employees or any other Person that is accelerated or payable (in whole or in part, whether by single-trigger, double-trigger or multiple-trigger conditions) as a result of the execution of this Agreement or the consummation of the Transactions, including, any payments made or payable in connection with any equity or equity-based compensation granted or that will be issuable to any current or

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former employees or any other Person, but excluding the portion of the Merger Consideration payable to holders of Class B Units with respect to the acceleration of unvested Class B Units in connection with the Transaction, (c) the employer portion of any payroll, social security, unemployment and similar Taxes related to amounts payable to the Persons identified in clause (b), (d) 50% of the premium for the D&O Tail Policy, and (e) 50% of the fees, costs or expenses of the Paying Agent under the Paying Agent Agreement. Notwithstanding the foregoing, “Transaction Expenses” will not include (i) any amounts included or required to be included as “Indebtedness” with respect to the Closing Statement, (ii) any fees, costs or expenses relating to this Agreement and the Transactions that are payable by the Company for services performed after the Closing pursuant to any Contract made by or at the direction of Purchaser, (iii) any premiums, underwriting fees or other amounts payable in connection with the RWI Policy, which amounts shall be borne by Purchaser, (iv) the fees, costs or expenses of the Escrow Agent under the Escrow Agreement, which fees, costs or expenses will be borne by Purchaser, and (v) any filing fees under the HSR Act and all other Antitrust Laws, which such fees, costs, expenses or premiums will be borne by Purchaser.

“Transaction Invoices” is defined in Section 2.6(b)(v).

“Transactions” is defined in the Recitals.

“Transfer Taxes” is defined in Section 7.2.

“Trapped Cash” means cash or cash equivalents (a) of the Target Companies which may not be freely useable or available because it is subject to restrictions or limitations on use under Contract or applicable Laws by a Target Company or in order to service Indebtedness, (b) in the form of deposits in transit and outstanding checks issued by a Target Company, or (c) that are insurance or other recovery proceeds in respect of any condemnation, casualty, loss or other material damage to any of the assets of a Target Company prior to the Closing Date.

“Treasury Regulations” mean the Treasury regulations promulgated under the Code.

“Units” means, collectively, Class A Units, Series A Preferred Units, and Class B Units.

“Work” has the meaning set forth in the definition of “Open License Terms”.

“Working Capital” means, at any date all Current Assets minus all Current Liabilities. An illustrative example of the calculation of Working Capital is attached hereto as Exhibit A.

“Working Capital Collar” means a range, the minimum amount of which is equal to $8,098,000 and the maximum amount of which is equal to $14,098,000.

Section 1.2 Rules of Construction. The Parties acknowledge and agree that each has negotiated and reviewed the terms of this Agreement, assisted by such legal and tax counsel as they desired, and has contributed to its revisions. The Parties further agree that the rule of construction that any ambiguities are resolved against the drafting Party will be subordinated to the principle that the terms and provisions of this Agreement will be construed fairly as to all Parties and not in favor of or against any Party. Any amounts to be deposited with the Escrow Agent or the Paying Agent, or paid and delivered or disbursed to Purchaser, Surviving Company or any Equityholder, in each case in accordance with Article II, will be deposited or paid and delivered or disbursed by wire transfer of immediately available funds to the recipient thereof. In addition, unless the express context otherwise requires:

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(a) any reference in this Agreement to a Contract (including this Agreement), instrument or other document as of a given date means such contract, instrument or other document as amended, supplemented and modified from time to time through such date; provided, that any requirement to disclose and/or make available to Purchaser any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Purchaser;

(b) the headings contained in this Agreement are for convenience of reference only and will not affect the meaning or interpretation of this Agreement;

(c) all references in this Agreement to a specific preamble, recital, article, section, exhibit or schedule shall refer, respectively, to the preambles, recitals, articles, sections, exhibits and schedules of this Agreement;

(d) all references in this Agreement to “dollars” or “$” are to United States dollars;

(e) all references in this Agreement to any period of days will mean the relevant number of calendar days;

(f) when calculating the period of time before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded;

(g) if the last day of any period is a non-Business Day, the period in question will end on the next succeeding Business Day;

(h) words or terms defined in the singular will be held to include the plural and vice versa;

(i) words of one gender will be held to include the other genders;

(j) the terms “hereof,” “herein,” “hereunder,” “hereto” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;

(k) the word “including” and words of similar import when used in this Agreement will mean “including, without limitation”;

(l) the word “or” will not be exclusive;

(m) any accounting term used in this Agreement will have, unless otherwise specifically provided in this Agreement, the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder will be computed, unless otherwise specifically provided in this Agreement, in accordance with GAAP;

(n) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time;

(o) all references to “will” or “shall” will be construed as creating a mandatory obligation;

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(p) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder; and

(q) the phrases “made available,” “provided to” or similar phrases, when used in reference to anything made available to Purchaser, Merger Sub or their Representatives, shall be deemed to have been made available to, and received by, Purchaser and Merger Sub for all purposes if such documents were posted and made available to Purchaser, Merger Sub and their Representatives in the Data Room at least one (1) day prior to the execution and delivery of this Agreement.

ARTICLE II

MERGER; CLOSING

Section 2.1 Merger. On the terms and subject to the conditions set forth herein and the applicable provisions of the DLLCA, (a) Merger Sub shall be merged with and into the Company, (b) the separate limited liability company existence of Merger Sub shall cease and (c) the Company shall continue as the surviving company and a wholly-owned Subsidiary of Purchaser (the “Surviving Company”). On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Parties shall execute and file a certificate of merger, meeting the requirements of Section 18-209(c) of the DLLCA and in the form attached hereto as Exhibit B (the “Certificate of Merger”), with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the requirements of the DLLCA. The Merger shall become effective as of the time that the Certificate of Merger is filed with and accepted by the Secretary of State pursuant to the DLLCA or at such later time as will be agreed upon by the Parties and specified in the Certificate of Merger (the date and time that the Merger becomes effective is referred to herein as the “Effective Time”).

Section 2.2 Effect on Equity. At the Effective Time, by virtue of the Merger and without any action on the part of any Person, the following shall occur:

(a) each Class A Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right to receive an amount in cash, without interest, equal to the Per Class A Unit Merger Consideration, upon the terms set forth in this Agreement and as set forth on the Merger Consideration Schedule;

(b) each Class B Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right to receive an amount in cash, without interest, equal to the Per Class B Unit Merger Consideration, upon the terms set forth in this Agreement and as set forth on the Merger Consideration Schedule;

(c) each Series A Preferred Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right to receive an amount in cash, without interest, equal to the Per Series A Preferred Unit Merger Consideration, upon the terms set forth in this Agreement and as set forth on the Merger Consideration Schedule;

(d) each Unit held immediately prior to the Effective Time by the Company in treasury, if any, shall be cancelled and no cash or other consideration shall be paid with respect thereto;

(e) all Units when converted pursuant to this Section 2.2, will no longer be outstanding, and each former holder thereof will cease to have any rights with respect thereto, except the right to receive the payments described in this Section 2.2, without interest; and

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(f) all the Equity Interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for a validly issued Equity Interest of the Surviving Company, which shall be the only Equity Interests of the Surviving Company issued and outstanding immediately after the Effective Time.

Section 2.3 Certificate of Formation; Managers and Officers. At the Effective Time and by virtue of the Merger and without any required action taken on the part of Merger Sub or the Company: (a) the Certificate of Formation of the Surviving Company shall be amended and restated to read the same as the Certificate of Formation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law and such Certificate of Formation; (b) the limited liability company agreement of the Surviving Company shall be amended and restated to read the same as the limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time; provided, that the name of the Surviving Company shall be “Simms Fishing Products LLC”; and (c) the sole member of Merger Sub immediately before the Effective Time shall be the sole member of the Surviving Company.

Section 2.4 Merger Consideration. The aggregate consideration payable for the Units (the “Merger Consideration”) is equal to: (a) Base Amount; plus (b) the Closing Cash; either (c) plus the Closing Working Capital Excess (if any) or minus the Closing Working Capital Shortfall (if any); minus (d) the Closing Indebtedness; minus (e) the Closing Transaction Expenses. The Merger Consideration shall be determined, and any necessary adjustment payments shall be made, following the Closing in accordance with the provisions of Section 2.7, Section 2.8 and Section 2.9.

Section 2.5 Closing and Closing Payments.

(a) Subject to any earlier termination of this Agreement pursuant to and with the effect set forth in Article IX, the closing of the Transactions, including the Merger (the “Closing”), shall take place remotely by the electronic exchange of documents and signatures at 9:00:00 a.m. (Eastern Time), (i) two (2) Business Days following the satisfaction or waiver of the conditions to the Closing set forth in Article IX (other than those conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at such time), or (ii) on any other date, or at any other time or place, that may be mutually agreed upon by the Company and Purchaser. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date.” Unless expressly set forth herein, all proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

(b) At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser (i) an estimated consolidated balance sheet of the Target Companies as of immediately prior to the Closing, prepared in good faith and in accordance with this Agreement and the Accounting Principles, (ii) a reasonably detailed statement (the “Pre-Closing Statement”) setting forth (A) the Estimated Closing Cash, (B) the Estimated Closing Indebtedness, (C) the Estimated Transaction Expenses, (D) the Estimated Working Capital, as well as the resulting Estimated Working Capital Excess (if any) or Estimated Working Capital Shortfall (if any), as the case may be, and (E) the resulting calculation of the Merger Consideration (the “Estimated Merger Consideration”), which shall be prepared in accordance with this Agreement and the Accounting Principles and (iii) a spreadsheet setting forth with respect to each Equityholder such Equityholder’s name, Units, Pro Rata Share, and the allocation to such Equityholder of the Closing Payment and the methodology for calculating such Equityholder’s share of Future Distribution Amounts, in each case substantially in the format as set forth on Exhibit C hereto (the “Merger Consideration Schedule”). The Company shall consider in good faith any comments or objections to any amounts set forth on the Pre-Closing Statement notified to it by Purchaser prior to the

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Closing and if, prior to the Closing, the Company and Purchaser agree to make any modification to the Pre-Closing Statement, then the Pre-Closing Statement as so modified shall be deemed to be the Pre-Closing Statement. Purchaser shall be entitled to rely on the accuracy of the Pre-Closing Statement and the Merger Consideration Schedule in all respects in making all applicable payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Merger Consideration Schedule, and the Pre-Closing Statement. None of Purchaser or any of its Affiliates (including, after the Closing, the Target Companies) shall have any liability or obligation to any Person, including the Equityholders, for any losses arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Equityholder or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Pre-Closing Statement or the Merger Consideration Schedule.

(c) At the Closing, Purchaser shall pay, or cause to be paid, the following:

(i) to the Persons entitled thereto in the amounts payable to each counterparty or holder of Indebtedness identified in the respective Payoff Letters, in accordance with the wire transfer instructions set forth in such Payoff Letters, which shall be provided to Purchaser at least five (5) Business Days prior to the Closing Date;

(ii) to the Persons entitled thereto, the Transaction Expenses set forth in the Transaction Invoices, which shall be provided to Purchaser at least five (5) Business Days prior to the Closing Date in accordance with the wire transfer instructions set forth in the Transaction Invoices; provided, however, that, any amounts treated as wages or compensation to a current or former employee of the Company shall be paid to the Company, which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company’s payroll system, and amounts paid as compensation to service providers who are not employees shall be treated as contributed to the Company and immediately thereafter paid by the Company to such service providers, in each case, for federal Income Tax purposes;

(iii) to the Escrow Agent, the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent pursuant to an escrow agreement to be entered into as of the Closing by and among Purchaser, the Equityholder Representative, and the Escrow Agent, in substantially the form of Exhibit D (the “Escrow Agreement”);

(iv) to the Equityholder Representative, the Equityholder Representative Payment, to the account designated in writing by the Equityholder Representative at least five (5) Business Days prior to the Closing Date; and

(v) to the Paying Agent, the Closing Payment to be held and distributed by the Paying Agent pursuant to a Paying Agent Agreement to be entered into as of the Closing by and among Purchaser, the Company, the Equityholder Representative and the Paying Agent in substantially the form attached hereto as Exhibit E (the “Paying Agent Agreement”).

Section 2.6 Closing Deliveries. At the Closing, the Parties shall deliver the documents and instruments that are set forth in this Section 2.6.

(a) At the Closing, Purchaser shall deliver, or cause to be delivered, to the Company (or such other Person as indicated below) all the following:

(i) counterparts of the Escrow Agreement, duly executed by, respectively, Purchaser and the Escrow Agent;

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(ii) counterparts of the Paying Agent Agreement, duly executed by, respectively, Purchaser and the Paying Agent;

(iii) a certificate of an authorized officer of Purchaser certifying that (A) attached thereto is a complete and accurate a copy of the written consent of Purchaser’s governing body authorizing the execution, delivery, and performance of this Agreement and any other Transaction Documents to which Purchaser is a party and the consummation of the Transactions, (B) attached thereto is a complete and accurate a copy the written consent of Merger Sub’s sole member authorizing the execution, delivery, and performance of this Agreement and any other Transaction Documents to which Merger Sub is a party and the consummation of the Transactions, and (C) such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; and

(iv) the certificates, dated as of the Closing Date, contemplated by Section 6.1(c).

(b) At the Closing, the Company shall deliver to Purchaser (or such other Person as indicated below) all the following:

(i) a copy of the Certificate of Merger, duly executed by the Company;

(ii) counterparts of the Escrow Agreement, duly executed by, respectively, the Equityholder Representative and the Escrow Agent;

(iii) counterparts of the Paying Agent Agreement, duly executed by, respectively, the Equityholder Representative, the Paying Agent and the Company;

(iv) a payoff letter issued by each holder of Indebtedness to be repaid at the Closing, which sets forth (A) the amount required to repay in full all Indebtedness owed to such holder on the Closing Date, (B) the wire transfer instructions for the repayment of such Indebtedness to such holder, and (C) a release of all Liens granted by the Target Companies, if any, to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of such Indebtedness (collectively, the “Payoff Letters”), and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), releasing and terminating any and all Liens (other than Permitted Liens) relating to such Indebtedness;

(v) an invoice issued by each intended beneficiary of Transaction Expenses that sets forth (A) the amount required to pay in full all Transaction Expenses owed to such Person on the Closing Date, and (B) the wire transfer instructions for the payment of such Transaction Expenses to such Person (collectively, the “Transaction Invoices”);

(vi) a certificate of the Company’s secretary certifying that: (A) attached thereto is a complete and accurate copy of (1) the Company Board Consent, (2) the Class A Consent and (3) the Series A Consent; (B) the Company has previously made available to Purchaser a complete and correct copy of each Target Company’s Governing Documents, as amended to date, (C) such resolutions, approvals and consents and such Governing Documents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date;

(vii) the certificate, dated as of the Closing Date, contemplated by Section 6.2(d);

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(viii) a good standing certificate for each Target Company from the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its formation, dated no earlier than ten (10) Business Days prior to the Closing Date;

(ix) evidence, in form and substance reasonably satisfactory to Purchaser, of the resignations or removal of the members of the Company Board, the managers of the Company Subsidiary and the officers of the Company and the Company Subsidiary requested by Purchaser in writing, at least five (5) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing;

(x) evidence, in form and substance reasonably satisfactory to Purchaser, of the termination of each Related Party Agreement (if any) pursuant to Section 5.15;

(xi) properly completed and validly executed and delivered Letters of Transmittal from the Equityholders representing at least ninety percent (90%) of the issued and outstanding Equity Interests of the Company on a fully diluted basis; and

(xii) a statement certifying that interests in the Company are not “United States real property interests”, signed under penalties of perjury and in accordance with the provisions of Treasury Regulations Section 1.1445-11T(d)(2)(i).

Section 2.7 Distribution of Merger Consideration.

(a) Promptly following the date hereof, the Company shall deliver, or cause to be delivered, a letter of transmittal, in substantially the form attached hereto as Exhibit F (the “Letter of Transmittal”), to each Equityholder. To the extent that no later than five (5) Business Days prior to the Closing Date, any Equityholder delivers a Letter of Transmittal, duly executed and completed in accordance with the instructions thereto (including duly executed and completed Tax forms, if applicable), to the Paying Agent, the Paying Agent will pay to such Equityholder at the Closing, following payment by Purchaser in accordance with Section 2.5(c), the portion of the Closing Payment actually payable to such Equityholder pursuant to Section 2.2 and Section 2.5 to the account designated in such Equityholder’s duly executed and completed Letter of Transmittal. The Letter of Transmittal shall, among other things, provide a full release by each Equityholder of any claims against Purchaser, its Affiliates and either of the Target Companies in accordance with the terms set forth in the Letter of Transmittal.

(b) Following the Closing, upon delivery of a Letter of Transmittal by an Equityholder that did not timely deliver to the Paying Agent a Letter of Transmittal pursuant to Section 2.7(a), duly executed and completed in accordance with the instructions thereto (including duly executed and completed Tax forms, if applicable), the Paying Agent will pay to such Equityholder, within five (5) Business Days after such delivery, cash in an amount equal to the portion of the Closing Payment payable to such Equityholder in accordance with Section 2.7(a), which amounts will be paid by the Paying Agent to the account designated in such Equityholder’s duly executed and completed Letter of Transmittal. Until surrendered in accordance with the provisions of Section 2.7(a) or this Section 2.7(b), the Units will represent, for all purposes, only the right to receive an amount in cash equal to the portion of the Closing Payment and Future Distribution Amounts payable in respect thereof pursuant to this Agreement.

(c) Notwithstanding the foregoing, the Paying Agent shall pay any amount of the Merger Consideration remaining unpaid following 365 days after the Closing Date to the Surviving Company and, to the extent permitted by applicable Law, such amounts will become the property of the Surviving Company free and clear of any claims or interest of any Persons previously entitled thereto. None of Purchaser, Merger Sub, the Company Subsidiary, the Equityholder Representative or the Surviving Company will be liable to any Person in respect of any cash or property delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

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Section 2.8 Merger Consideration Adjustment.

(a) Following the Closing, the Merger Consideration shall be finally determined in accordance with the adjustments and procedures set forth in this Agreement.

(b) Within five (5) Business Days after the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Working Capital, and the resulting Merger Consideration pursuant to Section 2.10, the following payments shall be made, as applicable:

(i) If the Merger Consideration is greater than the Estimated Merger Consideration (such excess, the “Adjustment Excess Amount”), then:

(A) Purchaser shall deposit, or cause to be deposited, with the Paying Agent the Adjustment Excess Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; and

(B) Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share.

(ii) If the Merger Consideration is equal to the Estimated Merger Consideration, then Purchaser and the Equityholder Representative shall jointly instruct the Escrow Agent to deposit with the Paying Agent the Escrow Amount, pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share.

(iii) If the Merger Consideration is less than the Estimated Merger Consideration (such difference, expressed as a positive number the “Adjustment Shortfall Amount”), then Purchaser and the Equityholder Representative shall:

(A) in the event the Adjustment Shortfall Amount is less than the Escrow Amount, jointly instruct the Escrow Agent to (1) release to Purchaser from the Escrow Account an amount equal to the Adjustment Shortfall Amount; and (2) deposit with the Paying Agent the remaining amounts of the Escrow Account (after payment of such Adjustment Shortfall Amount from the Escrow Account to Purchaser), pursuant to the Paying Agent Agreement, for further payment to the Equityholders in accordance with their respective Pro Rata Share; or

(B) in the event the Adjustment Shortfall Amount is equal to or greater than the Escrow Amount, (1) jointly instruct the Escrow Agent to release to Purchaser from the Escrow Account an amount equal to the Escrow Amount and (2) the Equityholders, severally and not jointly, shall pay, or cause to be paid, to Purchaser an amount equal to the remaining portion of such Adjustment Shortfall Amount, if any.

(c) Purchaser shall cause the Paying Agent to, as soon as practicable after the deposit with the Paying Agent of any amount pursuant to Section 2.8(b) (collectively, “Adjustment Consideration”), distribute to each Equityholder the portion of such Adjustment Consideration actually payable to such Equityholder pursuant to Section 2.2.

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Section 2.9 Preparation of the Closing Statement. Purchaser shall deliver to the Equityholder Representative on or before the date that is ninety (90) days after the Closing Date (a) a reasonably detailed statement (the “Closing Statement”) setting forth Purchaser’s good faith estimates of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Transaction Expenses, (iv) the Closing Working Capital, as well as the resulting Closing Working Capital Excess (if any) or Closing Working Capital Shortfall (if any), as the case may be, and (v) the resulting calculation of the Merger Consideration, along with supporting documentation, and (b) a consolidated balance sheet of the Target Companies as of immediately prior to Closing (the “Closing Balance Sheet”), which shall be prepared in accordance with this Agreement and the Accounting Principles. The Parties agree that the procedures related to the adjustment of the Estimated Merger Consideration contemplated by Section 2.8, this Section 2.9 and Section 2.10 shall be conducted in accordance with the Accounting Principles and shall not permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies.

Section 2.10 Disputes Regarding Closing Statement.

(a) Within thirty (30) days following receipt of the Closing Statement (such period, the “Dispute Period”), the Equityholder Representative may provide written notice to Purchaser disputing any of the calculations in the Closing Statement, including the calculation of the Merger Consideration (the “Dispute”), setting forth in reasonable detail each disputed item or amount set forth in the Closing Statement with which the Equityholder Representative disagrees and the basis for the Equityholder Representative’s disagreement therewith (the “Dispute Notice”). Any items set forth in the Closing Statement that are not objected to by the Equityholder Representative in such Dispute Notice shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative does not deliver to Purchaser the Dispute Notice within the Dispute Period, then the Closing Statement shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and the Equityholder Representative shall use reasonable efforts to resolve the Dispute within fifteen (15) days following receipt of the Dispute Notice, provided that all such discussions shall be governed by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of any state, local or foreign Law. If Purchaser agrees with the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice, then the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice shall be final and binding on the Parties.

(b) If Purchaser and the Equityholder Representative cannot reach agreement to resolve every element of the Dispute set forth in the Dispute Notice within such fifteen (15) day period, then Purchaser and the Equityholder Representative will jointly engage the Accountant Expert to resolve the Dispute. The Accountant Expert’s sole function shall be to resolve each element and amount of the Dispute set forth in the Dispute Notice not resolved by Purchaser and the Equityholder Representative (the “Disputed Elements”) as an accounting expert and not as an arbitrator, by determining in accordance with this Agreement and the Accounting Principles, whether and to what extent, if any, the calculations in the Closing Statement, including the calculation of the Merger Consideration, require adjustment with respect to such Disputed Elements and, if so, the amount of any such adjustment or adjustments.

(c) In resolving the Dispute, the Accountant Expert will limit its consideration to (i) reviewing the Closing Statement and the Dispute Notice, as supplemented by written submissions of Purchaser and the Equityholder Representative which may explain the respective Party’s positions, (ii) made strictly in accordance with the Accounting Principles and the terms of this Agreement and (iii) fixing mathematical errors. In connection with the resolution of the Dispute, there may not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. The Accountant

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Expert may not conduct any independent investigation or review concerning the Disputed Elements or any other matter. Each of Purchaser and the Equityholder Representative will provide to the other Party and the Accountant Expert such documents, books, records and work papers as such Party or the Accountant Expert may reasonably request to review the Closing Statement and to resolve the Dispute.

(d) The Accountant Expert will, within thirty (30) days after its appointment, issue to Purchaser and the Equityholder Representative, in writing, the Accountant Expert’s determination as to each Disputed Element, together with a revised Closing Statement reflecting the Accountant Expert’s decision and a revised calculation of the Merger Consideration based on its calculation performed in accordance with this Agreement and the Accounting Principles. In resolving the Dispute, the Accountant Expert will be bound by this Agreement and may revise no element of the Closing Statement that is not contested by Purchaser or the Equityholder Representative, or assign a value to any Disputed Element greater than the greatest value for such item claimed by either such Party or less than the smallest value for such item claimed by either Party. Each of the Accountant Expert’s decision, the revised Closing Statement and the revised calculation of the Merger Consideration therein will be final and binding on the Parties, and judgment may be entered thereon absent manifest error. Purchaser and the Equityholder Representative will share the fees and expenses of the Accountant Expert in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser will pay a portion of such fees and expenses equal to the total fees, costs and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute not awarded to Purchaser and the denominator of which is the total dollar amount subject to the Dispute, and (ii) the Equityholder Representative will pay a portion of such fees, costs and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute not awarded to the Equityholder Representative and the denominator of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of Purchaser and the Equityholder Representative will pay the fees, costs and expenses of their respective attorneys, accountants and other representatives incurred in connection with the Dispute. The Accountant Expert may not and will not have authority or jurisdiction to resolve or decide any matter or dispute other than, as provided in and in accordance with this Section 2.10, resolving the Dispute by determining whether and to what extent, if any, the calculations set forth in the Closing Statement, including the calculation of the Merger Consideration, delivered by Purchaser pursuant to Section 2.9 requires adjustment with respect to any Disputed Elements. Except as expressly authorized and provided in this Section 2.10, any other dispute arising under or with respect to this Agreement (including any dispute over whether any claim, issue or element is within the authority of the Accountant Expert to determine) will be reserved for and determined by a court specified in Section 11.14.

Section 2.11 Withholding Rights. Notwithstanding any other provision of this Agreement to the contrary, each of the Company, the Surviving Company, Purchaser, its Affiliates, the Paying Agent and the Escrow Agent and their respective agents will be entitled to deduct and withhold from (a) any payments of the Merger Consideration otherwise payable to any Equityholder, or (b) any payments other than the Merger Consideration otherwise payable to any Person pursuant to the Transactions, such amounts as are required to be deducted and withheld with respect to the making of any such payment under the Code or any provision of Law, provided that, except in the case of (i) any withholding required as a result of a failure to deliver the certificate set forth in Section 2.6(b)(xii), (ii) any withholding in connection with any compensatory payment made in connection with this Agreement, or (iii) any withholding required as a result of a failure of any Equityholder to provide an IRS Form W-9, no fewer than five (5) days prior to deducting or withholding any amount pursuant to this Section 2.11, Purchaser shall provide notice to the Equityholder of its determination that such withholding is required by applicable Law and shall use reasonable best efforts to cooperate with the applicable Equityholder to reduce or eliminate such withholding to the maximum extent permissible. To the extent that such amounts are so withheld by the applicable payor and timely remitted to the appropriate Governmental Authority, such withheld amounts will be treated for all purposes of this Agreement as having been paid to such Person in respect of whom such withholding was made.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Disclosure Schedules, the Company hereby makes, as of the date hereof and as of the Closing, the representations and warranties to Purchaser and Merger Sub that are set forth in this Article III.

Section 3.1 Organization, Existence and Good Standing. Section 3.1 of the Disclosure Schedule lists each Target Company, together with its jurisdiction of organization or formation. Each Target Company has been duly organized or formed, and is in good standing, where applicable, under the Laws of the jurisdiction of its organization or formation. Each Target Company has full limited liability company power and authority to own all of its properties and assets and to carry on its business as presently conducted, and is qualified, registered or licensed as a foreign limited liability company and is in good standing (where applicable) in all jurisdictions where the nature of its business or the nature and location of its assets requires such qualification, registration or license, except where the failure to be so qualified, registered or licensed would have a Material Adverse Effect.

Section 3.2 Power and Authority, Authorization and Execution. The Company has full limited liability company power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party. The execution and delivery of, and the performance of the Company’s obligations pursuant to, this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by the Company of the Transactions have been duly and validly approved by the Company Board. Except for the Class A Consent and the Series A Consent, no other approvals or actions are necessary on the part of the Company to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered, and when executed and delivered at the Closing, each of the other Transaction Documents to which the Company is a party will be, by a duly authorized officer of the Company.

Section 3.3 Enforceability. This Agreement, assuming due execution and delivery of this Agreement by the other Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies (collectively, “Enforceability Exceptions”). At the Closing, the Transaction Documents to be executed and delivered by the Company in connection with Closing will be duly executed and delivered by duly authorized officers of the Company and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except to the extent enforcement may be affected by Enforceability Exceptions.

Section 3.4 Consents; Non-contravention.

(a) Except for the filing of a notification and report form under the HSR Act and any other applicable Antitrust Laws and the expiration or termination of the applicable waiting periods thereunder, and the filing of the Certificate of Merger, neither of the Target Companies is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Governmental Authority in connection with the execution and delivery by the Company of this Agreement and the other Transaction Documents or the consummation of the Transactions.

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(b) Neither the execution, delivery and performance of this Agreement and the other Transaction Documents, nor the consummation of the Transactions does or will: (a) violate any provision of the Governing Documents of any Target Company; (b) except as set forth in Section 3.4(b) of the Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a material breach of, or constitute a material default (whether with or without notice or lapse of time, or both) or an Occurrence that would constitute a default (whether with or without notice or lapse of time, or both), or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which any Target Company is a party or any Permit affecting the Target Companies or their respective properties or assets; (c) violate any Law or Order to which any Target Company or any of the assets or businesses of the Target Companies is subject or otherwise bound; or (d) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the assets or businesses of the Target Companies.

Section 3.5 Capitalization; Title to Shares; Subsidiaries.

(a) Section 3.5(a) of the Disclosure Schedule sets forth a true, complete and complete list of the name of each Target Company, the amount of its authorized shares of Equity Interests, the amount of its issued and outstanding Equity Interests, the names of the holders of such Equity Interests and the number and type of Equity Interests held by such holders, in each case, as of the date of this Agreement. Except as set forth in Section 3.5(a) of the Disclosure Schedule, there are no limited liability company interests or other Equity Interests of either Target Company of any class authorized, issued or outstanding as of the date of this Agreement. All of the issued and outstanding Equity Interests of each of the Target Companies have been validly issued, are fully paid and non-assessable (where applicable), free and clear of all Liens other than restrictions on transfer under applicable Laws, and none of the issued and outstanding Equity Interests of the Target Companies are subject to, or were or are in violation of, any Laws, purchase options, call options, rights of first refusal, rights of first offer, preemptive rights, subscription rights or any similar rights under any provision of applicable Law, the Governing Documents, or any Contract (including any options, warrants or similar agreements) to which any Target Company is a party or its Equity Interests, properties or assets are bound.

(b) Except as set forth in Section 3.5(b) of the Disclosure Schedule, there are no other outstanding subscriptions, options, warrants, convertible securities, equity appreciation rights, conversion privileges, preemptive or other rights or commitments obligating any Target Company to issue any Equity Interests of any kind. Except as set forth in the LLC Agreement, neither of the Target Companies is a party to any voting trusts, voting agreements, proxies, equityholder agreements or other agreements that may affect the voting of the Units. No Target Company holds or beneficially owns any direct or indirect interest in any Person (other than the Company Subsidiary). Except as set forth in Section 3.5(b) of the Disclosure Schedule, neither of the Target Companies has any outstanding or authorized any equity appreciation, equity option, phantom equity, profit participation or similar rights or any other equity compensation rights.

(c) The register of the owners of the Equity Interests of the Target Companies and all transfer records related thereto, and all other records related to the current and prior owners of the Equity Interests of the Target Companies are complete and correct and have been maintained in accordance with good business practice and all applicable Laws.

Section 3.6 Financial Statements; Undisclosed Liabilities.

(a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial

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Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP.

(b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing.

(c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

(d) No Undisclosed Liabilities. The Target Companies do not have any Liabilities of any type (whether accrued, absolute, contingent or otherwise) except (i) Liabilities that are required to be reflected on and reserved against in the Interim Company Financial Statements, (ii) Liabilities that have arisen since the Reference Balance Sheet Date in the ordinary course of business (none of which are material, individually or in the aggregate) and (iii) Liabilities that have been incurred in connection with the Transactions, including the negotiation, execution and delivery of this Agreement.

Section 3.7 Insurance.

(a) Section 3.7 of the Disclosure Schedule lists each policy of insurance (including property, casualty, liability, life, health, accident, workers’ compensation and bonding arrangements) owned by, or maintained for the benefit of, or respecting which any premiums are paid directly or indirectly by the Company or the Company Subsidiary as of the date of this Agreement (collectively, the “Insurance Policies”). Each Insurance Policy is in full force and effect, and no Target Company is in default with respect to its payment obligations under any of the Insurance Policies.

(b) Neither the Company nor the Company Subsidiary has received (i) notice that would reasonably be expected to be followed by a notice of cancellation or non-renewal of any Insurance Policy, (ii) any notice of denial of coverage or reservation of rights with respect to any pending or threatened claims against any such Insurance Policy, (iii) any notice that any issuer of such Insurance Policy has filed for protection under applicable bankruptcy or insolvency Laws or is otherwise in the process of liquidating or has been liquidated, or (iv) any other indication that any such Insurance Policy may no longer be in full force or effect or that the issuer of any such policy may be unwilling or unable to perform its obligations thereunder.

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Section 3.8 Taxes.

(a) Each of the Company and the Company Subsidiary has timely filed (taking into account any valid extensions) all income and other material Tax Returns required to be filed by it. All such Tax Returns are true, correct and complete in all material respects. Each of the Company and the Company Subsidiary has fully and timely paid and discharged all Taxes required to be paid by it (whether or not shown on any Tax Returns), other than Taxes which individually or in the aggregate are not reasonably expected to be material. Each of the Company and the Company Subsidiary has withheld, collected and paid over to the appropriate Governmental Authority all Taxes required by Law to be withheld or collected from amounts paid or owing to any employee, equityholder, creditor, holder of securities or other third party, other than Taxes which individually or in the aggregate are not reasonably expected to be material, and has complied, in all material respects, with all information reporting (including Internal Revenue Service Form 1099) and backup withholding requirements, including maintenance of required records with respect thereto. Each of the Company and the Company Subsidiary has properly classified all individuals providing services to each such entity as employees or non-employees for all relevant purposes.

(b) The unpaid Taxes of each of the Company and the Company Subsidiary as of the Reference Balance Sheet Date that are not yet due and payable do not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth or included in the Interim Financial Statements.

(c) Since the Reference Balance Sheet Date, neither the Company nor the Company Subsidiary has incurred any Liability for Taxes (except with respect to any Taxes arising in respect of the Transactions) other than in the ordinary course of business, made or rescinded any Tax election, changed any annual accounting period, adopted or changed any method of accounting or policy or reversed any accruals (except as required by a change in Law or GAAP), filed any amended Tax Returns, entered into any Tax Sharing Agreement, signed or entered into any closing agreement or settlement agreement, settled or compromised any claim or assessment of Tax Liability, surrendered any right to claim a refund, offset or other reduction in Liability, consented to any extension or waiver of the limitations period applicable to any claim or assessment, in each case with respect to Taxes.

(d) Neither the Company nor the Company Subsidiary has been subject to any audit by any Governmental Authority for Taxes, and, there is no dispute or claim concerning any Tax Liability of the Target Companies threatened, claimed or raised in writing by any Governmental Authority. There are no matters under discussion with any Governmental Authority with respect to Taxes of the Target Companies that are likely to result in an additional Liability for Taxes with respect to any of the Company or the Company Subsidiary. No issues relating to Taxes of any of the Company or the Company Subsidiary were raised by the relevant Governmental Authority in any completed audit or examination that would reasonably be expected to result in Taxes in a later taxable period.

(e) Neither the Company nor the Company Subsidiary has waived any statute of limitations in respect of Taxes or has consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority, other than any such extensions that are no longer in effect.

(f) Neither the Company nor the Company Subsidiary is or has been a party to any (i) “listed transaction”, as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations, (ii) “transaction of interest”, as defined in Section 1.6011-4(b)(6) of the Treasury Regulations, or (iii) transaction that is “substantially similar” (within the meaning of Section 1.6011-4(c)(4) of the Treasury Regulations) to a “listed transaction” or “transaction of interest”, or (iv) other transaction that required or will require the filing of an Internal Revenue Service Form 8886.

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(g) Neither the Company nor the Company Subsidiary is a party to or bound by any Tax Sharing Agreement with any Person, and none of the Company or the Company Subsidiary has any current or potential contractual Liability or obligation to indemnify any other Person with respect to Taxes pursuant to any such Tax Sharing Agreement.

(h) Neither the Company nor the Company Subsidiary is or has been a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar group defined under a similar provision of state, local, or foreign Law) filing a consolidated income Tax Return, nor does either of the Company or the Company Subsidiary have any Liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations or any analogous or similar provision of Law, by Contract, as a transferee or successor, or otherwise, excluding, in each case, any Contract or arrangement entered into in the ordinary course of business the principal purpose of which does not relate to Taxes, such as leases and similar commercial Contracts.

(i) There is no Liability or claim against either the Company or the Company Subsidiary pursuant to unclaimed property, escheat, or similar Laws.

(j) Each of the Company and the Company Subsidiary has properly (i) collected and remitted sales, use, valued added, goods and services, and similar Taxes with respect to sales or leases made or services provided to its customers and (ii) for all sales, leases or provision of services that are exempt from sales, use, valued added, goods and services, and similar Taxes and that were made without charging or remitting sales, use, valued added, goods and services, or similar Taxes, received and retained any appropriate Tax exemption certificates and other documentation qualifying such sale, lease or provision of services as exempt.

(k) No written claim has ever been made by a Governmental Authority in any jurisdiction, other than jurisdictions in which the Company or the Company Subsidiary files Tax Returns that any of the Company or the Company Subsidiary is or may be subject to taxation by such jurisdiction.

(l) Neither the Company nor the Company Subsidiary is subject to any Liens for Taxes, other than those set forth in clause (b) of the definition of Permitted Liens.

(m) Neither the Company nor the Company Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting requested or initiated prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law); (iv) deferred intercompany gain or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign law); (v) installment sale made prior to the Closing Date; (vi) prepaid amount received on or prior to the Closing Date; or (vii) method of accounting or election that defers the recognition of income that has accrued or been received prior to the Closing Date to any period ending after the Closing Date, other than any such method or election arising in the ordinary course of business.

(n) Neither the Company nor the Company Subsidiary is or has ever had a taxable presence in any jurisdiction other than jurisdictions for which Tax Returns have been duly filed and Taxes have been duly and timely paid.

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(o) Neither the Company nor the Company Subsidiary is a party to any joint venture, partnership, other arrangement or contract which may reasonably be expected to be treated as a partnership for U.S. federal Income Tax purposes.

(p) There are no closing agreements, ruling requests, subpoenas or requests for information or similar arrangements with any Governmental Authority with respect to the determination of the Tax Liability of the Company or the Company Subsidiary that would have continuing effect on periods (or portions thereof) ending after the Closing Date.

(q) No power of attorney that remains outstanding has been given by or is binding upon the Company or the Company Subsidiary with respect to Taxes or Tax Returns for any period for which the statute of limitations (including any waivers or extensions thereof) has not yet expired.

(r) Neither the Company nor the Company Subsidiary has deferred any obligation that remains outstanding to pay Taxes pursuant to Section 2302 of the CARES Act or any other similar Law, executive order or Presidential Memorandum (including the Presidential Memorandum described in IRS Notice 2020-65) enacted in connection with COVID-19.

(s) The Company is, and at all times since its formation has been, properly treated as a partnership for U.S. federal income Tax purposes and has not made an election to be treated as a corporation pursuant to Treasury Regulation Section 301.7701-3.

(t) The Company Subsidiary is and at all times since its formation has been, properly treated as an entity disregarded as separate from its owner for U.S. federal Income Tax purposes and has not made an election to be treated as a corporation pursuant to Treasury Regulation Section 301.7701-3.

(u) Upon issuance, each Class B Unit qualified as a valid “profits interest” as defined in Revenue Procedure 93-27, 1993-2 C.B. 343, and as clarified by Revenue Procedure 2001-43, 2001-2 C.B. Each holder of a Class B Unit (i) was granted such Class B Unit more than two (2) years prior to the date hereof, or (ii) made a timely and valid election under Section 83(b) of the Code with respect to such Class B Unit.

Section 3.9 Conduct of Business. Except as set forth in Section 3.9 of the Disclosure Schedule, from the Reference Balance Sheet Date until the date of this Agreement, (i) there has not been a Material Adverse Effect, (ii) each of the Target Companies has operated its business in the ordinary course of business in all material respects and (iii) neither Target Company has:

(a) (i) amended or otherwise changed its Governing Documents, or (ii) adopted a plan of complete or partial liquidation, dissolution, merger, or consolidation;

(b) (i) made any change in its authorized Equity Interests, (ii) issued, granted, contracted for, sold, transferred, disposed of or encumbered its Equity Interests, (iii) purchased, redeemed or otherwise acquired, or made or declared any dividend or any other distribution in respect of, any of its Equity Interests, or (iv) effected any recapitalization, reclassification, profits interests or like change in capitalization;

(c) mortgaged, pledged or subjected to any Lien (other than a Permitted Lien) or sold, transferred, leased, licensed, sublicensed, or otherwise disposed of any property or assets having a value in excess of $100,000, except for sales of inventory or products in the ordinary course of business consistent with past practices;

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(d) acquired by merger, consolidation or otherwise any material assets or business of any Person;

(e) (i) incurred, assumed, guaranteed, modified or forgave any Indebtedness (other than under credit facilities in existence on the date hereof) or subjected any of its properties or assets to any Liens (other than Permitted Liens), or (ii) made any loans or advances to any third party;

(f) changed in any material respect its accounting practices or principles except as required by GAAP, or changed its cash management practices in any material respect (including by way of accelerating any accounts receivable or delaying accounts payable beyond their regular due date, other than in the ordinary course of business);

(g) made any capital expenditures in an aggregate amount that exceeds $100,000;

(h) sold, transferred, leased, licensed, sublicensed, abandoned, permitted to lapse or expire (other than the expiration of any Intellectual Property in accordance with its maximum statutory term) or otherwise disposed of any Owned Intellectual Property that is material to the conduct of the business by the Company or the Company Subsidiary, other than granting non-exclusive licenses under such Owned Intellectual Property in the ordinary course of business;

(i) made any material increase in the bonus, salary or other compensation of any officer of such Target Company outside the ordinary course of business consistent with past practices;

(j) waived any material claims or rights of material value of the Company, or settled or compromised, or agreed to settle or compromise, any claim, other than settlements or compromises involving solely money damages not in excess of $50,000;

(k) (i) except as required by any Benefit Plan, granted or announced any new incentive awards, equity or equity-based compensation, bonus or similar compensation or any material increase in the wages, salaries, compensation, bonuses, or incentives payable to any Company Employee or independent contractor providing similar services, (ii) except as required by any Benefit Plan, established or materially increased or promised to materially increase any benefits under any Benefit Plan, (iii) adopted, amended or terminated any employment agreement for an employee whose base salary is at least $100,000, (iv) implemented any employee layoffs, (v) hired or engaged any individual on a full-time, part-time, consulting, independent contractor, or other basis, except for any employee with an annualized base salary or equivalent compensation not in excess of $100,000 or (vi) except as required by any Benefit Plan, granted any additional rights to severance, termination, change in control, retention, or similar compensation or benefits to any Relevant Service Provider;

(l) entered into, adopted, amended, or terminated any collective bargaining agreement, works council agreement, trade union agreement, employee representation agreement, or similar agreement or arrangement;

(m) except as required by applicable Law or the terms of any Benefit Plan or except in the ordinary course of business consistent with past practice, adopted, amended or terminated any Benefit Plan or entered into any Contract with any Relevant Service Provider;

(n) entered into, materially amended or terminated any Material Contract or any Insurance Policy;

(o) permitted any Material Permit to lapse or expire;

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(p) changed or modified in any manner the existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, including (i) acceleration of collections of receivables (including through the use of discounts for early payment, requests for early payment or otherwise) and (ii) failure to pay payables when due or delay in payment of payables compared to past practices (including continuation of past practices with respect to the early payment of payables to obtain the benefit of any payment discounts);

(q) entered into any agreement to do any of the foregoing.

The foregoing representations and warranties will not be deemed to be breached by virtue of the entry by the Company into this Agreement or the consummation of the Transactions.

Section 3.10 Material Contracts. Section 3.10 of the Disclosure Schedule contains a list of the following types of Contracts (and each amendment or modification thereto) to which any Target Company is a party, or by which such Target Company or its properties or assets are bound, as of the date of this Agreement (such Contracts, together with the Intellectual Property Licenses, each, a “Material Contract”):

(a) Other than Contracts with Material Suppliers and Contracts with Material Customers, Contracts pursuant to which any Target Company (i) made payments to any third party in the twelve (12) month period prior to the date hereof, in excess of $500,000; or (ii) received payments from any third party in the twelve (12) month prior to the date hereof, in excess of $500,000;

(b) collective bargaining agreements and any other contracts with any labor unions;

(c) Contracts (other than Benefit Plans) for the employment or engagement of any officer, employee or other Person on a full-time, part-time, consulting, independent contractor or other basis that provide annual cash compensation in excess of $150,000 per year;

(d) Contracts evidencing Indebtedness of the Target Companies in excess of $50,000, including any loan or credit agreements, promissory notes, security agreements, pledge agreements, mortgages, or similar letters of credit, or pursuant to which any Target Company has guaranteed any liabilities or obligations of any of Person;

(e) the Leases;

(f) Contracts with Material Suppliers;

(g) Contracts with Material Customers;

(h) Contracts containing any covenant of a Target Company that restricts a Target Company or any of its Affiliates from (i) engaging in any line of business or geographic region with any Person, (ii) soliciting any customers, suppliers, employees or contractors of any other Person, or (iii) competing with any Person;

(i) Contracts that contain or provide for “most favored nations” terms;

(j) Contracts with any Governmental Authority;

(k) Contracts entered into in connection with any merger, consolidation or other business combination, or with respect to the acquisition or disposition of any business, assets or securities, or any equity or debt investment in or any loan to any Person; provided, that the foregoing shall not apply to non-disclosure agreements entered into in connection therewith (other than sales of assets in the ordinary course of business);

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(l) Contracts providing for the settlement of any material Proceeding;

(m) limited liability company agreements, partnership agreements, Tax Sharing Agreements or joint venture agreements that involve a sharing of profits, losses, costs or liabilities by any Target Company with any other Person.

(n) outstanding powers-of-attorney granted by the Company for any purpose whatsoever; and

(o) Contracts related to capital projects and capital expenditures in excess of $100,000 individually or $250,000 in the aggregate.

Other than the Intellectual Property Licenses that the Company is not required to disclose on Section 3.17(a) of the Disclosure Schedule, the Company has made available to Purchaser true and complete copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder). Each Material Contract is in full force and effect and is valid and enforceable against the applicable Target Company and, to the Company’s Knowledge, the other parties thereto in accordance with their terms, except to the extent enforcement may be affected by Enforceability Exceptions. Each Target Company that is a party to a Material Contract is in compliance in all material respects with the terms and requirements of such Material Contract and, to the Company’s Knowledge, each other Person that is party to such Material Contract is in compliance in all material respects with the terms and requirements of such Material Contract. Neither the Company nor, to the Company’s Knowledge, any other party thereto, is in breach of or default under (or is alleged to be in breach or default under). The Company has neither provided nor received any notice of any intention to terminate any Material Contract. To the Company’s Knowledge, no Occurrence has occurred or exists which, with notice or lapse of time or both, may give rise to, serve as a basis for, or would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any material benefit thereunder.

Section 3.11 Permits. Section 3.11 of the Disclosure Schedule sets forth a correct and complete list of all material Permits of and from all Governmental Authorities necessary for the lawful conduct of the business of the Company (the “Material Permits”). Each Target Company possesses all material Permits that are required in order for such Target Company to conduct its business as presently conducted. Each Target Company is in compliance in all material respects with the terms and requirements of each Material Permit. All of the Material Permits possessed by the Target Companies are valid and subsisting in accordance with their respective terms. No Occurrence has occurred that, with or without notice or lapse of time or both, would constitute a default or violation, in any material respect, of any term, condition or provision of any Material Permit possessed by the Target Companies, and no Proceeding is pending or threatened to revoke, modify or terminate any Material Permit possessed by the Target Companies in any material respect.

Section 3.12 Compliance with Laws.

(a) Each Target Company is, and since the Lookback Date has been, in compliance in all material respects with all applicable material Laws. Since the Lookback Date, except as set forth in Section 3.12(a) of the Disclosure Schedule, (i) no notices have been received by, and no claims have been filed against, the Target Companies alleging a violation of any Law and (ii) the Target Companies have not been subject to any adverse inspection, finding, investigation, penalty, assessment, audit or other compliance or enforcement action.

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(b) In the past six (6) years, each Target Company and, to the Company’s Knowledge, its current and former Representatives (when acting in such capacity or otherwise on behalf of such Target Company), has complied with all applicable Illegal Business Practice Laws. Since the Lookback Date, to the Company’s Knowledge, none of the current or former Representatives of either Target Company (when acting in such capacity or otherwise on behalf of such Target Company): (i) is using or has used, any funds of either Target Company for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity or for reimbursement, in whole or in part, of any such expenditure; (ii) is using or has used, any funds of either Target Company for any direct or indirect unlawful payments to any person, including any foreign or domestic government officials or employees; (iii) is violating or has violated, any provision of the Foreign Corrupt Practices Act of 1977, U.K. Bribery Act of 2010, or any other Illegal Business Practice Law; (iv) is maintaining or has established or maintained, any unlawful or unrecorded fund of either Target Company’s monies or other properties; (v) has made any false or fictitious entries on the books and records of either Target Company; (vi) has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or otherwise engaged in any pay-for-play practices, using any funds or otherwise on behalf of either Target Company; or (vii) has, directly or indirectly, provided or paid any material favor or gift that is not deductible for income Tax purposes using either Target Company’s funds or otherwise on behalf of such Target Company.

(c) In the past six (6) years, neither Target Company has (i) received any notice, request, allegation or citation from any Governmental Authority, alleging actual or potential violation of any applicable Illegal Business Practice Laws or (ii) made a voluntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any applicable Illegal Business Practice Laws. Each Target Company (i) has instituted policies and procedures reasonably designed to ensure compliance with applicable Illegal Business Practice Laws, (ii) has maintained and maintains such policies and procedures in force and (iii) has complied with such policies and procedures including the proper maintenance of books and records.

(d) Except as set forth in Section 3.12(d) of the Disclosure Schedule, in the past six (6) years, each Target Company has at all times acted without violation and in material compliance with all applicable Trade Laws. In the past six (6) years, neither Target Company (i) has made any voluntary self-disclosures with respect to applicable import, export or reexport control or sanctions Laws, orders or regulations of any and all applicable jurisdictions, including the United States and any jurisdiction in which such Target Company is established or from which it imports, exports or reexports any items or in which it provides services, including import requirements administered by the U.S. Customs and Border Protection and the Office of the United States Trade Representative, the Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Department of Commerce, sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department and the International Traffic in Arms Regulations administered by the Directorate of Defense Trade Controls of the U.S. State Department, all as amended from time to time (collectively, “Trade Laws”), or (ii) has received written notice from any Governmental Authority that such Target Company is under criminal or civil investigation concerning any of the Trade Laws. In the past six (6) years, each Target Company (i) has instituted policies and procedures reasonably designed to ensure compliance with all applicable Trade Laws, (ii) has maintained and maintains such policies and procedures in force and (iii) has complied with such policies and procedures.

(e) Except as set forth in Section 3.12(e) of the Disclosure Schedule, since the Lookback Date, neither Target Company has received any written notice from any Governmental Authority of non-compliance with any of the Trade Laws which could subject such Target Company to civil or criminal fines, penalties or other measures.

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Section 3.13 Proceedings and Orders. Except as set forth in Section 3.13 of the Disclosure Schedule, since the Lookback Date, there have been no Proceedings of any kind, and as of the date hereof, there are no Proceedings pending or, to the Company’s Knowledge, threatened against either Target Company. As of the date hereof, there are no Proceedings currently pending and the Company has no plans to initiate any Proceeding. Neither Target Company is a party to, or otherwise bound by, any Order.

Section 3.14 Title to Assets; Sufficiency.

(a) Except as set forth in Section 3.14(a) of the Disclosure Schedule, the Target Companies have good and valid title to, or a valid leasehold or licensed interest in, all material assets and properties used in the conduct of the business of the Target Companies, in each case free and clear of all Liens other than Permitted Liens. The assets of the Target Companies include all the tangible assets that are used in the operations of the Target Companies as presently conducted and are adequate in all material respects to conduct the business of the Target Companies as presently conducted. All such assets of the Target Companies are in good operating condition and repair, normal wear and tear excepted, and constitute all of those assets necessary to conduct the Company’s business as presently conducted in all material respects.

(b) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property that are material to the operation of the Target Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put in all material respects, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost to the Target Companies.

(c) Except as set forth in Section 3.14(c) of the Disclosure Schedule, immediately following the consummation of the Transactions, the Target Companies will own or have the right to use all material assets (whether tangible, intangible or mixed) reasonably necessary for the continued conduct of the business of the Target Companies in the same manner as conducted immediately prior to the Closing.

Section 3.15 Real Property.

(a) No Target Company has owned or presently owns any real property.

(b) Section 3.15(b) of the Disclosure Schedule identifies by street address all real property leased, subleased, licensed, or otherwise occupied under any contract by each Target Company (the “Leased Real Property”). All Leased Real Property is leased to the applicable Target Company pursuant to written leases, subleases, license agreements, or other contracts, and any amendments, assignments, notices, or supplements thereto (the “Leases”), all of which are in full force and effect and are valid and enforceable in accordance with their terms, except to the extent enforcement may be affected by Enforceability Exceptions. The Leased Real Property constitutes all of the Target Companies’ real property assets and, other than the Leases, the Target Companies hold no other interest in any real property.

(c) Each Target Company is in compliance in all material respects with the terms and requirements of each Lease to which it is a party, and, to the Company’s Knowledge, each other Person that is party to such Lease is in compliance in all material respects with the terms and requirements of such Lease, except, in either case, for breaches or defaults as to which requisite waivers or consents have been

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obtained. The Company or the Company Subsidiary, as applicable, has accepted possession of the Leased Real Property demised pursuant to the Leases and is in actual possession thereof and has not sublet, assigned, encumbered or hypothecated its leasehold interest. Except as set forth in Section 3.15(b) of the Disclosure Schedule, the Company or the Company Subsidiary has all right, title, and interest in all leasehold estates and other rights purported to be granted to it by each Lease, in each case free and clear of any Lien other than Permitted Liens.

(d) There are no eminent domain, condemnation or other similar proceedings pending or threatened in writing against either Target Company or otherwise affecting any portion of Leased Real Property, and neither Target Company has received any written notice of the same. The current use of the Leased Real Property does not violate in any material respect any instrument of record or agreement affecting the Leased Real Property, and there is no violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the Leased Real Property or the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations for the business of the Target Companies as currently conducted of the property to which they relate or materially adversely affect the value thereof for the current use of the Target Companies.

(e) To the Company’s Knowledge, the Leased Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable Laws or Liens affecting the Leased Real Property, and the Target Companies have not received any notice of any violation or claimed violation by any of them of any such Laws or Liens with respect to the Leased Real Property which have not been resolved.

(f) To the Company’s Knowledge, there are no proposed special assessments or proposed material changes in property Tax or land use or other Laws affecting the Leased Real Property.

(g) There is no pending or, to the Company’s Knowledge, threatened Proceeding that would interfere in any material respect with the use or quiet enjoyment of any of the Leased Real Property by the Target Companies prior to or after the Closing.

(h) The Leased Real Property is adequate to service the normal operations of the Target Companies at each Leased Real Property as conducted in the last twelve (12) months and all Permits required in connection with the normal operation of the Leased Real Property as operated in the last twelve (12) months have been obtained and are in full force and effect.

(i) No Target Company has made any improvements, alterations, or modifications to the Leased Real Property that are required to be removed at the termination or expiration of the Leases. No construction, alteration, or other leasehold improvement work with respect to the Leased Real Property remains to be paid for or performed by any party under the Leases.

(j) The Target Companies have all necessary vehicular access to and from the applicable Leased Real Property and public streets as is reasonably adequate for the current operation thereof. To the Company’s Knowledge, no fact or condition exists which would result in the termination of the current access from each parcel of the Leased Real Property, except where such termination would individually or, in the aggregate, not reasonably be expected to be adversely material to either of the Target Companies.

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Section 3.16 Environmental Matters.

(a) Except as set forth in Section 3.16(a) of the Disclosure Schedule, (i) the Target Companies are, and since the Lookback Date have been, in material compliance in with all Environmental Laws and Environmental Permits; (ii) all Environmental Permits held by the Target Companies are valid, uncontested and in good standing; (iii) to the Company’s Knowledge, no facts or conditions exist that would prevent the Target Companies to continue operation in material compliance with applicable Environmental Laws; (iv) all Environmental Permits can be transferred or assigned, to the extent transfer or assignment legally permissible and necessary, as contemplated herein; (v) no Target Company has received any written notice from any Governmental Authority regarding any actual or alleged material Environmental Claim or any material investigatory, remedial, or corrective obligations relating to any Target Company under any Environmental Law.

(b) Except as set forth in Section 3.16(b) of the Disclosure Schedule: (i) the Target Companies have not generated, manufactured, handled, treated, recycled, stored, transported, disposed of, arranged for the disposal of, or released any Hazardous Substance in a manner which could reasonably be expected to give rise to material Liability to the Target Companies under Environmental Law; (ii) there has been no Environmental Release of Hazardous Substance by either Target Company on, under, to or from any property or facility currently or formerly owned, leased or occupied by the Target Companies that would reasonably be expected to result in material Liability for the Target Companies pursuant to any Environmental Laws; and (iii) to the Company’s Knowledge, there are no Hazardous Substances in, on, under, emanating from, or onto any portion of any property or facility currently or previously owned, leased, or occupied by a Target Company which requires remediation under any Environmental Law. Neither Target Company has agreed to assume any actual or potential Liability under any Environmental Laws of any other Person. The Company has provided Purchaser with access to true and correct copies of all reports, investigations, audits, and inspections in possession, custody or reasonable control of the Target Companies pertaining or relating to the Target Company’s compliance with or potential liability under any Environmental Law.

(c) Except as set forth on Section 3.16(c) of the Disclosure Schedule: (i) Neither Target Company has received any written notice that any real property now or previously owned, operated or leased by either Target Company is listed or is proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Enterprise Management System (“SEMS”), or any similar state or foreign list of contaminated sites; (ii) and no Lien (other than Permitted Liens) has been filed against either the personal or real property of the Target Companies under any Environmental Law; (iii). neither Target Company is planning any material capital expenditures to comply with Environmental Law within the next twelve (12) months; and (iv), to the Company’s Knowledge, neither Target Company has generated, used, or disposed of Per- and Polyfluoroalkyl Substances (PFAS) in noncompliance with or in a manner that is reasonably likely to require remediation under Environmental Law.

Section 3.17 Intellectual Property.

(a) Section 3.17(a) of the Disclosure Schedule lists all:

(i) (A) issued Patents, and pending Patent applications, (B) all registered Trademarks and pending applications to register any Trademarks and material but unregistered Trademarks, (C) copyright registrations and pending applications therefore, (D) internet domain name registrations, in each case, in which the Company or the Company Subsidiary has or purports to have any ownership stake (collectively, the Intellectual Property set forth on in Section 3.17(a)(i) of the Disclosure Schedule and all other Intellectual Property owned or purported to be owned by the Company, the “Owned Intellectual Property”);

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(ii) each material license, sublicense, consent to use agreement, settlement, coexistence agreement, covenant not to sue, waiver, release, or other express grants of right to use which the Company has granted to any third party with respect to any Owned Intellectual Property other than any Incidental Outbound License (together with all other such licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, other express grants of rights to use, and all Incidental Outbound Licenses, the “IP Outbound Licenses”); and

(iii) each item of Intellectual Property that any third party owns and that the Company uses in connection with and is material to its business pursuant to a license, sublicense, agreement or permission, in each case other than any Incidental Inbound License (“IP Inbound Licenses”, and together with the IP Outbound Licenses, the “Intellectual Property Licenses”).

(b) The Owned Intellectual Property that is currently registered or issued, or is the subject of a currently pending application (“Registered Intellectual Property”) is subsisting. The Registered Intellectual Property that is registered or issued is valid and enforceable. All necessary registration, maintenance and renewal fees that are currently due in connection with the material Registered Intellectual Property have been paid and all necessary documents and certificates in connection with the foregoing have been filed with the relevant Intellectual Property authorities in the United States for the purposes of perfecting, prosecuting, and maintaining the foregoing.

(c) Except as set forth in Section 3.17(c) of the Disclosure Schedule:

(i) the Owned Intellectual Property and the Intellectual Property rights that are the subject of all the IP Inbound Licenses (collectively, the “Company Intellectual Property”) include all of the material Intellectual Property rights used or purported to be used in or held for use for or necessary for the conduct of the Company’s business, and there are no other material items of Intellectual Property that are required to operate the Company’s business as currently conducted or proposed to be conducted;

(ii) one or more of the Target Companies (individually or collectively) exclusively owns all right, title, and interest (both beneficially and with respect to registrations and applications, as the record owner) to the Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and all Owned Intellectual Property is subsisting.

(iii) each Target Company owns, or is validly licensed or otherwise has the valid right to use, all other material Company Intellectual Property;

(iv) (A) neither the conduct of the business of the Target Companies, as presently conducted and as has been conducted in the last six (6) years, by each Target Company, nor any product or service of the Target Companies that has been sold or provided in the last six (6) years, has infringed upon, misappropriated or otherwise violated the Intellectual Property rights or other proprietary rights of any Person; (B) there has been no Proceeding asserted or threatened in the last six (6) years against either Target Company alleging any such Target Company’s infringement, misappropriation, or violation of any Intellectual Property rights of another Person; (C) there are no Proceedings (other than in relation to examination Proceedings of applications to register Intellectual Property rights with any Governmental Authority) pending or threatened, against any Target Company or directly or indirectly involving any product or service of the Target Companies that allege that any Target Company or that any Target Company product or service is infringing, misappropriating or otherwise violating, or has in the last six (6) years infringed, misappropriated or otherwise violated, the rights of any Person with regard to any Intellectual Property; (D) there are no Proceedings pending or threatened by either Target Company, or by any Person on behalf of either Target Company, against any Person alleging infringement, misappropriation or other violation of any Owned Intellectual Property; (E) no Person is infringing, misappropriating, or otherwise violating, or has in the last six (6) years infringed, misappropriate or otherwise violated, any of the Owned Intellectual Property; (F) no Trademark owned by either Target Company is involved in any opposition, cancellation or equivalent Proceeding, and no such Proceeding has in the last four (4) years been threatened in writing; and (G) no patent owned by either Target Company is involved in any interference, reissue, reexamination or equivalent Proceeding;

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(v) the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions will not result in the loss or impairment of the Company’s right to own or use any Owned Intellectual Property or Intellectual Property licensed under IP Inbound Licenses; and there are no third party consents or other permissions, with respect to any Owned Intellectual Property or any IP Inbound Licenses, required for or as a result of the completion of the Transactions;

(vi) all fees have been timely paid and all required communications and responses timely filed with regard to all Registered Intellectual Property that has issued or been registered with a Governmental Authority (other than such Registered Intellectual Property that has been allowed to lapse based on reasonable business decisions that it is no longer useful or valuable to the Target Companies), and each Target Company and its Representatives have complied with the duty of candor and disclosure, and have not made any material misrepresentations in connection with the prosecution and maintenance of any patents and patent applications;

(vii) no grants, funding, facilities, or personnel of any Governmental Authority or university, research institution or similar entity was used to develop or create (in whole or in part) any Owned Intellectual Property;

(viii) other than in relation to examination Proceedings of applications to register Intellectual Property rights with any Governmental Authority, neither the validity, enforceability nor scope of, nor either Target Company’s title or other rights to, any Owned Intellectual Property is currently being, or has been in the last three (3) years, challenged in any Proceeding or threatened to be challenged in any Proceeding; and

(ix) other than in relation to examination Proceedings of applications to register Intellectual Property rights with any Governmental Authority neither the validity, enforceability nor scope of, nor the title or other rights to any Intellectual Property created by or for either Target Company as “works made for hire” for, or that is or was assigned to, either Target Company is the subject of any current or, in the last three (3) years, former dispute or Proceeding or is or was otherwise threatened to be challenged in any Proceeding.

(d) The Target Companies have (i) taken commercially reasonable steps in accordance with normal industry practice to maintain and protect the confidentiality of any material Sensitive Data and (ii) executed either written confidentiality and invention assignment agreements or other written agreements incorporating confidentiality and invention assignment agreements or provisions, with all of their past and present employees, contractors, officers and consultants who have been employed or engaged to develop Intellectual Property for either Target Company and pursuant to which such employees, contractors and consultants have (A) granted to such Target Company a present, irrevocable assignment to all their rights in and to all Intellectual Property they developed for such Target Company, and (B) agreed to hold all trade secrets and other confidential and proprietary information of each Target Company in confidence both during and after their employment or engagement. No manager, director, officer, employee, consultant, or other representative of either Target Company owns or claims any rights in any Intellectual Property owned, or purported to be owned by such Target Company (except for any Intellectual Property rights that cannot be assigned to a Target Company under applicable Law in which case such Person has provided a perpetual and irrevocable waiver or exclusive license or covenant not to sue the Target Companies under such Intellectual Property). Except as set forth in Section 3.17(d) of the Disclosure Schedule, (x) no Person has

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excluded any Intellectual Property from their respective confidentiality and invention assignment agreement (except for any Intellectual Property rights that cannot be assigned to a Target Company under applicable Law in which case such Person has provided a perpetual and irrevocable waiver or license or covenant not to sue the Target Companies under such Intellectual Property to the extend such Person has used or incorporated the same into or as part of the Company Intellectual Property), (y) no Person is in breach, in any material respects, of their respective confidentiality and invention assignment agreement, and (z) there has not been any disclosure of or access to any material trade secret of the Target Companies to or by any Person in a manner that has resulted or is reasonably likely to result in the loss of trade secret in and to such information.

(e) All Owned Intellectual Property was either: (i) developed by employees of the Target Companies working within the scope of their employment or as a work for hire at the time of such development; (ii) developed by third parties who have executed written instruments of assignment in favor of any of the Target Companies; or (iii) acquired in connection with acquisitions in which any Target Company obtained any required present assignment of Intellectual Property from the transferring party.

(f) The Target Companies have not made any material Sensitive Data owned by the Target Companies available to any Person except pursuant to valid and enforceable written confidentiality agreements or other enforceable legal obligation. All use, disclosure or appropriation of any trade secret or other confidential or proprietary information not owned by either Target Company that had been provided to such Target Company under a confidentiality agreement has been used pursuant to the terms of such written agreement between the applicable Target Company and the owner of such trade secret or confidential or proprietary information. Neither Target Company has received any notice from any Person that there has been an unauthorized use or disclosure of any trade secrets or other confidential or proprietary information by any of the Target Companies. No Person that has received any Sensitive Data from either Target Company has refused to provide to such Target Company, after request therefor, a certificate of return or destruction of any documents or materials containing such Sensitive Data. There has not been any breach of confidentiality obligations with respect to, or unauthorized use or disclosure of, any Sensitive Data by either Target Company or any other Person.

(g) All of the Company Systems are: (i) owned by, or validly licensed, leased or supplied under a valid and enforceable written contract to the Company or the Company Subsidiary, (ii) are sufficient to carry on the business of the Target Companies as currently conducted; (iii) currently in use by the Target Companies are in good working condition, ordinary wear and tear excepted, to effectively perform all computing, information technology, and data processing operations necessary for the conduct of the business of the Target Companies; (iv) are free of any material viruses, defects, bugs, and errors; and (v) are in compliance with all Laws, in all material respects, and all applicable contracts. The rights of the Target Companies with respect to the Company Systems will not be lost or rendered liable to termination by virtue of the performance of this Agreement or any of the other Transaction Documents. Each of the Target Companies have implemented and currently maintain commercially reasonable administrative, physical and technical safeguards consistent with normal industry practice that are designed to (A) protect the confidentiality, integrity and accessibility of Company Systems and information contained therein (including Intellectual Property, Company Data and Data Sets, Personal Information, Sensitive Data, and all other information subject to confidentiality obligations), and specifically, (B) prevent against loss and unauthorized access, use, modification, disclosure or other use of such information that would not, in each foregoing case, be consistent with each published privacy policy of the Target Companies and each Contract to which each is party and all Information Privacy and Security Laws. The Target Companies have in place data back-up procedures, and facilities that are, at minimum, commercially reasonable and sufficient, given the nature of the business and operations of the Target Companies and compliant, in all material respects, with the Information Privacy and Security Laws. None of the material data (including Owned Intellectual Property, Company Data and Data Sets, Personal Information, and Sensitive Data including data owned by

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customers with which the Company or any Company Subsidiary has a Contract) that the Target Companies collect, store or process has in the last three (3) years been corrupted to a material extent, and (C) none of the material data (including any data included in the Owned Intellectual Property, Personal Information, and Sensitive Data including data owned by customers with which the Company or any Company Subsidiary has a Contract) that the Target Companies collect, store or process has in the last three (3) years been subject to any actual or suspected material data loss or theft, unauthorized access, malware intrusion, or other cybersecurity breach (including ransomware). Each of the Target Companies is and has been in compliance, in all material respects, with all Information Privacy and Security Laws and contractual obligations concerning the security and privacy of Company Systems and information contained therein. No unauthorized Person has in the last three (3) years breached or accessed the Company Systems without authorization which resulted in (i) unauthorized access, corruption, theft or loss of any Sensitive Data or Company Data and Data Sets stored by or for the Company or any Company Subsidiary, or (ii) would reasonably be expected to result in any liability for the Company or any Company Subsidiary. Since the Lookback Date, there have been no failures, breakdowns, continued substandard performance or other adverse events affecting the Company Systems used by the Company or any Company Subsidiary that have caused a material disruption or interruption in the operation of the business of the Company or any Company Subsidiary.

(h) Each Target Company is in actual possession of and has sufficient control and rights over, and has complete, valid and enforceable rights to use all data, data sets and databases used in, held for use in, or necessary for the conduct of the business of such Target Company as presently conducted (collectively, “Company Data and Data Sets”). Any data included in the Company Data and Data Sets (regardless of whether owned by one of the Target Companies or a third party) has been provided, accessed, stored, collected, used, and processed under either (i) a valid and enforceable license or consent that authorizes the Company or the Company Subsidiary (as applicable) to perform such activities; or (ii) to the extent not obtained pursuant to any such license or consent, is otherwise provided, accessed, stored, collected, used, and processed in compliance with any applicable Information Privacy and Security Laws.

(i) Each Target Company has posted on its web site privacy policies regarding its collection, use and disclosure of its customer’s Personal Information. Each Target Company has in the last six (6) years complied, in all material respects, with all Information Privacy and Security Laws and agreements to which it is a party that pertain to Personal Information and other Sensitive Data. Each Target Company has been in the last six (6) years, and is, in material compliance with all applicable Laws and contractual obligations with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information. Neither Target Company has been in the last six (6) years notified of any Proceeding or any other claim related to data security or privacy or alleging a violation of any of its privacy policies, or any Information Privacy and Security Law, nor has any such claim been threatened during such time. Each Target Company has implemented and maintains commercially reasonable measures designed to protect and maintain the confidentiality of all Personal Information and other Sensitive Data collected by or on behalf of such Target Company in connection with its business and to maintain the security of its data storage practices for Personal Information, in each case, in accordance with all Information Privacy and Security Laws and consistent with commercially reasonable industry practices applicable to such types of data gathered and maintained in the industry in which the Target Companies conduct their business. Each Target Company has taken commercially reasonable steps designed to ensure that all third party service providers, outsourcers, contractors, or other persons who access, process, store or otherwise handle Personal Information for or on behalf of such Target Company have taken reasonable steps to protect and secure Personal Information from loss, theft, misuse or unauthorized access, use, modification or disclosure.

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(j) There are no unsatisfied written requests that the Company or the Company Subsidiary has received from individuals seeking to exercise their data protection rights under Information Privacy and Security Laws. There is not and has not been in the last six (6) years any (i) Proceeding or (ii) written allegation that a Target Company has received by any private party, any data protection authority, or any other Governmental Authority with respect to the collection, use, storage, transfer, or processing by such Target Company of Personal Information or compliance with Information Privacy and Security Laws, nor, to the Company’s Knowledge, has any such Proceeding been threatened during such time. There has been no unauthorized access, use, or disclosure of Personal Information or other material Sensitive Data in the possession or control of the Target Companies or any of their respective providers or other contractors, or otherwise in connection with the business of the Target Companies. Neither Target Company has notified, or been required to notify, any Person or Governmental Authority of any Data Breach, nor has either Target Company paid any perpetrator of any actual or threatened cyber-attack.

(k) All software owned, purported to be owned or owned by a third party or otherwise that is used or held for use by the Company or any of the Company Subsidiaries (“Company Software”) is either owned by the Company or the Company Subsidiary or licensed to the Company or the Company Subsidiary under a valid and enforceable written Contract. Each Target Company is in compliance with and have not breached any of the applicable Contracts relating to licensed Company Software, and the other party is in compliance, in all material respects, with and has not breached any such Contract. Each Target Company is in compliance, in all material respects, with all Open License Terms applicable to the Open Source Software that is embedded in or linked to any Company Software.

Section 3.18 Employee Benefits.

(a) Section 3.18(a) of the Disclosure Schedule sets forth a true and complete list of all Benefit Plans. The Company has made available to Purchaser, with respect to each Benefit Plan identified in Section 3.18(a) of the Disclosure Schedule (to the extent applicable to such Benefit Plan) copies of (i) the current plan document (including all amendments thereto) or, if such Benefit Plan is not in writing, a written description of the material terms of such Benefit Plan; (ii) each trust, insurance, annuity or other funding contract related thereto, in each case, as currently in effect, (iii) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto, (iv) the three (3) most recent annual reports filed on Form 5500 with respect to such Benefit Plan; (v) the most recent summary plan description, and all summaries of material modifications related thereto, distributed to participants in such Benefit Plan; (vi) the most recent determination, opinion or advisory letter issued by the IRS with respect to such Benefit Plan and (vii) all material, non-routine, written communications relating thereto during the past three (3) years to or from any Governmental Authority.

(b) Each Benefit Plan (and any related trust or other funding vehicle) has been established, maintained, operated and administered in all material respects in accordance with its terms and in compliance with all applicable Laws. Except as would not reasonably be expected to result in a material liability to the Target Companies taken as a whole: (i) all contributions, premiums and other payments required to have been paid by the Target Companies to (or with respect to) any Benefit Plan prior to the date of this Agreement have been timely paid in accordance with the terms of such Benefit Plan and applicable Law; and (ii) none of the Company, any of its Subsidiaries or, to the Company’s Knowledge, any other Person (A) has engaged in a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any Benefit Plan, or (B) breached any fiduciary duty imposed upon it by ERISA with respect to any Benefit Plan.

(c) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS or utilizes a prototype, volume submitter or other pre-approved plan document that is the subject of a favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype, volume submitter or other pre-approved plan. To the Company’s Knowledge, there has been no Occurrence that would reasonably be expected to cause the loss of qualification of any such Benefit Plan.

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(d) Each Benefit Plan that provides deferred compensation subject to Section 409A of the Code has complied in all material respects with the requirements of Section 409A of the Code and the guidance issued thereunder, to the extent such requirements are applicable thereto. No Tax penalties or additional Taxes have been imposed or would be reasonably expected to be imposed on any Relevant Service Provider, and no acceleration of Taxes has occurred or would be reasonably expected to occur with respect to any Relevant Service Provider, in each case as a result of a failure to comply with Section 409A of the Code with respect to any Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code.

(e) No Target Company has any obligation to indemnify or reimburse any individual for any additional Taxes or interest imposed on such individual pursuant to Section 409A of the Code or Section 4999 of the Code.

(f) No amount that will be received (whether in cash or property or vesting of property), or benefit provided to, any Relevant Service Provider as a result of the execution of this Agreement or the consummation of the Transactions that could not be deductible by the Company or the Company Subsidiary by reason of Section 280G of the Code or would be subject to an excise tax under Section 4999 of the Code.

(g) No Benefit Plan is, and no Target Company or any ERISA Affiliates sponsor, maintain, contribute to, or have any material liability with respect to: (i) an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that is subject to Section 302 of ERISA, Title IV of ERISA or Section 412 of the Code; (ii) a “multiple employer plan” (as defined in Section 413(c) of the Code); (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or (iv) a Multiemployer Plan.

(h) None of the Benefit Plans provides life insurance or medical benefits to any current or former employee of the Target Companies after his or her termination of employment or service, other than (i) as required by Law, including Section 4980B(f) of the Code, Part 6 of Subtitle B of Title I of ERISA, and similar state Law, (ii) coverage through the end of the month of termination of employment or service, and (iii) conversion rights at the sole expense of the converting individual.

(i) There are no claims or Proceedings (other than routine claims for benefits, appeals of such claims and domestic relations order Proceedings) pending or, to the Company’s Knowledge, threatened with respect to (or against the assets of) any Benefit Plan. To the Company’s Knowledge, no Benefit Plan has during the last three (3) years been the subject of an examination or audit by any Governmental Authority.

(j) Except as required by Law or the terms of this Agreement, the execution of this Agreement by the Company and the consummation of the Transactions (either alone or in conjunction with another event) will not: (i) accelerate the time of payment or vesting of, or trigger any funding of benefits under any Benefit Plan, due to any employee, officer, former employee or former officer of the Target Companies, or any other current or former individual service provider to the Company (each, a “Relevant Service Provider”); (ii) entitle any Relevant Service Provider to any payment, compensation or benefit, or material increase in compensation or benefits under any Benefit Plan or otherwise; or (iii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or the Company Subsidiary, as applicable to amend or terminate any Benefit Plan.

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Section 3.19 Employees.

(a) Except as set forth on Section 3.19(a) of the Disclosure Schedule, neither of the Target Companies are bound by any agreement with any employee, officer, manager or director providing more than $200,000 in annual cash compensation. There are no pending or, to the Company’s Knowledge, threatened labor or employment Proceedings against either of the Target Companies, including, but not limited to, any claims under any worker’s compensation policy or long-term disability policy (excluding any routine application for benefits) or alleging unlawful harassment, employment discrimination, retaliation, whistleblowing, unfair labor practices, unpaid wages, unlawful wage or immigration practices, wrongful termination, unlawful denials of leaves of absence, misclassification of independent contractors, or unlawful tax withholding practices regarding the Target Companies under applicable Law.

(b) The Target Companies are, and since the Lookback Date have been, in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages (including, but not limited to, classification under the FLSA and other applicable state and local Laws), hours, vacation, paid time off, overtime compensation, child labor, hiring, promotion and termination of employees, employee privacy, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence leased and temporary employees, and unemployment insurance. Neither Target Company has any material Liability with respect to the misclassification of Relevant Service Providers as independent contractors, or with respect to the misclassification of employees as exempt versus non-exempt. To the Company’s Knowledge, in the last two (2) years, no allegations of sexual harassment have been made against (i) any officer of the Company or the Company Subsidiary or (ii) any employee of the Company or the Company Subsidiary.

(c) Set forth in Section 3.19(c) of the Disclosure Schedule is a true, correct and complete list, of all currently employed employees of the Target Companies (collectively, the “Company Employees”), all individuals performing services and classified as independent contractors of the Target Companies, and all leased employees (as defined in Code Section 414(n)) of the Target Companies, as of the date hereof, including each such Person’s name, job title or function and job location, credited service date, full- or part-time status, exempt or non-exempt status under the Fair Labor Standards Act (the “FLSA”), as well as a true, correct and complete listing of his or her current and prior calendar year salary or wage payable by the applicable Target Company, the amount of all incentive compensation paid or payable to such Person for the current and prior calendar year, the amount of accrued but unused vacation time and/or paid time off, each as of the date hereof, and whether any Company Employee is on an employer-sponsored non-immigrant visa and if so, the type and expiration date. True and correct copies of all written employment agreements between any Target Company and Company Employees (other than those employed “at-will”), and all active written Contracts with independent contractors have been made available to Purchaser. Except as identified on Section 3.19(c) of the Disclosure Schedule, the Company has not paid in the prior or current calendar year or promised to pay any bonuses, commissions or incentives to any Company Employee, including any officer, manager or director.

(d) There is not presently any pending or, to the Company’s Knowledge, threatened in writing, and there has not been during the past three (3) years: (i) a strike, slowdown, picketing, work stoppage, lockout or employee grievance process affecting any Target Company, (ii) a Proceeding against or affecting any Target Company relating to the alleged material violation of any material Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable Governmental Authority, (iii) union organizational activity or other material labor or employment dispute against or affecting any Target Company, or (iv) an application for certification of a collective bargaining agent with respect to the Company Employees.

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(e) Section 3.19(e) of the Disclosure Schedule sets forth a true and complete list as of the date hereof of each separate written employment, consulting, severance, retention, indemnification, termination or change-of-control Contract between either Target Company and any individual employee, officer, or director, (collectively, the “Existing Employment Agreements”).

(f) To the Company’s Knowledge, no officer or Company Employee at the level of manager or higher, and no independent contractor or leased employee whose departure would materially disrupt the operations of the Company has disclosed any plans to terminate his or her employment or relationship with the Company.

(g) The Company or the Company Subsidiary, as applicable, has paid or made provisions for payment of all salaries, wages, social security contributions accrued overtime, vacation and/or holiday pay, which are payable by the Company or the Company Subsidiary, as applicable, to any Company Employees, independent contractors and leased employees, accrued through the Closing Date and, to the Company’s Knowledge, neither Target Company is engaged in any unfair labor practices.

(h) Neither Target Company is a party to a labor, union or collective bargaining agreement or other similar agreement, and no union or labor organization has been certified or recognized as the representative of any Company Employees, or to the Company’s Knowledge, is seeking such certification or recognition or is attempting to organize any Company Employees. To the Company’s Knowledge, no petition has been filed nor has any proceeding been instituted by any Company Employee or group of Company Employees with the National Labor Relations Board or similar Governmental Authority seeking recognition of a collective bargaining agreement. To the Company’s Knowledge, there are no Persons attempting to represent or organize or purporting to represent for bargaining purposes any of the Company Employees.

(i) Neither Target Company has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Law to conduct an investigation with respect to or relating to employees compliance with or an alleged violation or breach of any policy of either Target Company or practice or Law applicable thereto and, to the Company’s Knowledge, no such investigation is in progress.

(j) During the past twelve (12) months, neither Target Company has effectuated: (i) a “plant closing” (as defined in the WARN Act, or any similar Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of a Target Company; or (ii) a “mass layoff” (as defined in the WARN Act, or any similar Law) affecting any site of employment or facility of a Target Company.

(k) The Company maintains a valid U.S. Citizenship and Immigration Services Form I-9 (Employment Eligibility Verification) for each Company Employee located in the United States.

(l) The Target Companies have effectuated any required COVID-19 safety policies and protocols in material compliance with all applicable COVID-19 Measures. No Target Company has received any written complaints from any Relevant Service Provider regarding any failure of the Company to comply with applicable COVID-19 Measures regarding worker safety.

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Section 3.20 Related Parties Transactions. Except as set forth in Section 3.20 of the Disclosure Schedule, (a) no Target Company has entered into any Contracts or other business relationships with any Related Party (each, a “Related Party Agreement”) other than Governing Documents, normal employment arrangements and Benefit Plans; and (b) no Target Company is owed or owes any amount from or to any Related Party (except pursuant to the Governing Documents of the Company, employee compensation and other ordinary incidents of employment).

Section 3.21 Brokers. Except for Robert W. Baird & Co. Incorporated, no Target Company has engaged any Person who is entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment from Purchaser or any Target Company in connection with the Transactions.

Section 3.22 Customers and Suppliers. Section 3.22 of the Disclosure Schedule lists: (a) the ten (10) largest customers of the Target Companies, measured by the aggregate revenues attributable to each during the (i) six (6) month period preceding the date hereof and (ii) twelve (12) month period preceding December 31, 2021 (the “Material Customers”), and (b) the ten (10) largest suppliers and vendors of the Target Companies, measured by the aggregate expenditures attributable to each during the (i) six (6) month period preceding the date hereof and (ii) twelve (12) month period preceding December 31, 2021 (the “Material Suppliers”). Except as set forth on Section 3.22 of the Disclosure Schedule, no Material Customer or Material Supplier (x) has terminated or materially reduced the amount of business transacted with the Target Companies from that which has been conducted with the Target Companies since January 1, 2021 or (y) provided notice to a Target Company of its intention to do any of the foregoing in clause (x).

Section 3.23 Accounts Receivable; Accounts Payable.

(a) The accounts receivable of each Target Company reflected on the Interim Company Financial Statements and the accounts receivable that have arisen after the Reference Balance Sheet Date (i) have arisen from bona fide transactions entered into by the Company or the Company Subsidiary involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (ii) constitute only valid, undisputed claims of the Company or the Company Subsidiary not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Interim Company Financial Statements or, with respect to accounts receivable arising after the Reference Balance Sheet Date, on the accounting records of each Target Company have been determined in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

(b) Neither Target Company is materially delinquent in its payment of any accounts payable or accrued liability as of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Target Company and such third party have agreed to such deferral).

Section 3.24 Inventory. Except as otherwise adequately reserved for in the Interim Company Financial Statements in accordance with GAAP (i) all inventory of the Target Companies (including all raw materials, works-in-process or finished goods related thereto) consists of items of good, usable and merchantable quality and none of such inventory is damaged in any material respect or obsolete and (ii) the quantities of each item of such inventory are not excessive in any material respect, but are reasonable in the present and projected circumstances of the operation of the business of the Target Companies. All such inventory not written off in the Interim Company Financial Statements has been valued in accordance with GAAP consistently applied. Since the Reference Balance Sheet Date, the inventory of the Target Companies has been replenished in a normal and customary manner consistent with past practice.

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Section 3.25 Customer Warranties; Product Liability.

(a) All products manufactured, sold or delivered by a Target Company with respect to which such Target Company’s standard warranty or warranties have not yet expired were sold in conformity with such warranties in all material respects and such Target Company does not have any material Liability for replacement thereof other than in the ordinary course of business. Except as described in Section 3.25(a) of the Disclosure Schedule, no material claims have been made under the customer warranties or guarantees of either Target Company and, to the Company’s Knowledge, no basis exists for such a claim. Neither Target Company has modified or expanded its warranty obligation to any customer beyond that set forth in its standard warranties.

(b) Except as disclosed in Section 3.25(b) of the Disclosure Schedule, there are not and there have not been any material disputes or controversies involving any customer, distributor, supplier or any other Person regarding the quality, merchantability or safety of or defect in, or involving a claim of breach of warranty which has not been fully resolved with respect to, or involving a claim for product liability damages directly or indirectly caused by, any product purchased, manufactured or sold by either Target Company. None of the products sold by either Target Company since the Lookback Date has been the subject of any replacement, retrofit, modification or recall campaign by either Target Company or (voluntary or otherwise), and to the Company’s Knowledge, there is no reasonable basis for any replacement, retrofit, modification or recall campaign relating to such products.

Section 3.26 PPP Loan. On or about January 24, 2022, the PPP Loan was forgiven in full by the PPP Lender and the U.S. Small Business Administration in accordance with the terms of the PPP Loan, CARES Act, and all other applicable Laws.

Section 3.27 CARES Act. Except for the PPP Loan, neither Target Company has directly or indirectly, sought, pursued, applied for, claimed, obtained, received, accepted or otherwise availed itself of any loan, grant, funding, tax benefit or other benefit, relief or assistance under (a) the CARES Act, (b) any government program established or expanded thereunder, related thereto or funded thereby or (c) any other legislation enacted, any rule or regulation promulgated, or any other program established or expanded, by any Governmental Authority in connection with, or in response to, COVID-19 or designed to provide economic or other benefit, relief or assistance to Persons in connection therewith or in relation thereto (including (i) the U.S. Small Business Administration’s Economic Injury Disaster Loan program, and (ii) any program or facility established or expanded by the United States Federal Reserve in response to COVID-19, including the Main Street Lending Program, the Main Street New Loan Facility, the Main Street Priority Loan Facility, the Main Street Expanded Loan Facility, the Primary Market Corporate Credit Facility and the Secondary Market Corporate Credit Facility). Each Target Company has complied in all material respects with all applicable COVID-19 Measures.

Section 3.28 Bank Accounts; Powers of Attorney. Section 3.28 of the Disclosure Schedule sets forth a (a) a true and complete list of the names and locations of all banks, trust companies, securities brokers and other financial institutions at which each Target Company has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship (collectively, the “Bank Accounts”), (b) a true and complete list and description of each such Bank Account, indicating in each case the account number and the names of the respective Persons having signatory power with respect thereto and (c) a true and complete list of the names of all Persons holding general or special powers of attorney from the Company or the Company Subsidiary and a summary of the terms thereof.

Section 3.29 Solvency. No insolvency proceeding of any character, including, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting either Target Company or any of its assets or properties is pending or, to the Company’s Knowledge, threatened. Neither Target Company has taken any action in contemplation of, or that would constitute the basis for, the institution of any such insolvency proceedings. No obligation is being incurred in connection with the Transactions with the intent to hinder, delay or defraud either present or future creditors of either Target Company or any of its respective Affiliates.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB

Purchaser and Merger Sub hereby, jointly and severally, make as of the date hereof the representations and warranties to the Company that are set forth in this Article IV.

Section 4.1 Organization, Existence and Good Standing. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the state of its formation. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Purchaser and Merger Sub has qualified as a foreign limited liability company, and is in good standing, under the Laws of all jurisdictions where the nature of its respective businesses or the nature or location of its respective assets requires such qualification and where the failure to so qualify would have a material adverse effect on the business, operations (including results of operations), assets, liabilities, or financial condition of Purchaser or Merger Sub or on the ability of the Parties to consummate the Transactions.

Section 4.2 Power and Authority. Each of Purchaser and Merger Sub has full limited liability company power and authority to enter into and perform this Agreement and all the other Transaction Documents to be executed or delivered by such Party in connection with the Transactions. The execution, delivery and performance of this Agreement and the other Transaction Documents by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly approved by the board of directors of Purchaser and the board of directors of Merger Sub. Purchaser has approved, as the sole member of Merger Sub, effective upon the execution of this Agreement, the execution by Merger Sub of this Agreement and the other Transaction Documents to which Merger Sub is a party and the consummation by Merger Sub of the Transactions.

Section 4.3 Enforceability. This Agreement has been duly authorized, executed and delivered by duly authorized officers or other signatories of Purchaser and Merger Sub and, assuming due execution and delivery by the other Parties, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable against Purchaser and Merger Sub in accordance with its terms, except to the extent enforcement may be affected by Enforceability Exceptions. At the Closing, the Transaction Documents to be executed and delivered by Purchaser and Merger Sub in connection with Closing will be duly executed and delivered by duly authorized officers of Purchaser and Merger Sub and will constitute valid and binding obligations of Purchaser and Merger Sub, enforceable in accordance with their terms, except to the extent enforcement may be affected by Enforceability Exceptions.

Section 4.4 Consents; Non-contravention. Except for the filing of a notification and report form under the HSR Act and any other applicable Antitrust Laws and the expiration or termination of the applicable waiting periods thereunder, neither Purchaser nor Merger Sub is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Governmental Authority in connection with its execution and delivery of this Agreement and the other Transaction Documents or the consummation by it of the Transactions. Neither the execution, delivery and performance of this Agreement and the other Transaction Documents by Purchaser or Merger Sub, nor the consummation by it of the Transactions: (a) will violate any provision of the Governing Documents of Purchaser or Merger Sub, in any material respects, (b) will conflict with, result in a material breach of, or constitute a material default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Contract to which Purchaser or Merger Sub is a party, subject or otherwise bound, except in each case where such conflict, breach, default or event would not be material to Purchaser’s or Merger Sub’s ability to consummate the Transactions or to perform their respective obligations under this Agreement and the other Transaction Documents, or (c) will violate any material Law or material Order to which Purchaser or Merger Sub or any of Purchaser’s or Merger Sub’s assets or businesses is subject or otherwise bound.

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Section 4.5 Brokers. None of Purchaser, Merger Sub, or any of their respective Affiliates has engaged any Person who is entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment in connection with the Transactions or introducing the Parties to each other.

Section 4.6 Investment Representation. Purchaser is acquiring, upon the Effective Time in connection with the cancellation of the Units, the Equity Interests of the Surviving Company for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such Equity Interests in violation of federal or state securities Laws. Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933 (the “Securities Act”). Each of Purchaser and Merger Sub understands that the Units have not been registered under the Securities Act or any state securities Laws and are being surrendered for cancellation, in part, in reliance on the foregoing representations and warranties.

Section 4.7 Litigation. There are no claims or Proceedings pending, or to Purchaser’s knowledge, threatened against Purchaser that, individually or in the aggregate, would reasonably be expected to impair, delay or prevent consummation of the Transactions. Purchaser is not subject to any unsatisfied Order(s) that, individually or in the aggregate, would reasonably be expected to materially impair, delay or prevent the consummation of Transactions.

Section 4.8 Availability of Funds. As of the Closing Date, Purchaser will have sufficient cash in immediately available funds to enable Purchaser to timely perform its obligations hereunder, including to pay in full: (a) all amounts payable by Purchaser under Section 2.5(c); and (b) all fees, costs and expenses payable by Purchaser in connection with this Agreement and the consummation of the Transactions.

ARTICLE V

COVENANTS

Section 5.1 Reasonable Access. During the period between the date of this Agreement and the earlier to occur of Closing or the valid termination of this Agreement pursuant to Article IX (the “Pre-Closing Period”), the Company shall, and shall cause the Company Subsidiary to, give to Purchaser and its Representatives reasonable access during normal business hours to (a) all the properties, books, Contracts, documents, insurance policies, records and senior management of or with respect to the Target Companies and (b) such other information concerning the business, properties and personnel of any Target Company as Purchaser or its Representatives may reasonably request; provided that the foregoing access shall not interfere with the business operations of any Target Company, or require any Target Company to provide any such access or furnish any such information to the extent prohibited by applicable Law or that could jeopardize any applicable attorney-client privilege or similar privilege.

Section 5.2 Third-Party Consents. During the Pre-Closing Period, the Company shall, and shall cause the Company Subsidiary to, use its commercially reasonable efforts, and Purchaser shall reasonably cooperate with the Target Companies, to obtain any third-party consents and to provide any third-party notices, in form and substance reasonably acceptable to Purchaser, that are required to be obtained or provided in connection with the consummation of the Transactions under or with respect to the Contracts, Leases, Permits and other instruments enumerated in Section 5.2 of the Disclosure Schedule (“Material Consents”); provided, however, that no Target Company shall be required to make, or obligate itself to make, any payment to any third-party in order to obtain any Material Consent.

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Section 5.3 Operation of the Business. Except as required or permitted by this Agreement, required by Law, or with the prior written consent of Purchaser (which such consent not to be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall, and shall cause the Company Subsidiary to, (a) carry on the business of the Target Companies in the ordinary course of business in all material respects, (b) use commercially reasonable efforts to preserve intact the Target Companies’ present business, organization, assets and operations and maintain its relations and goodwill with the suppliers, customers, employees, and others having a business relationship with the Target Companies; and (c) not undertake any action, which, if taken during the period between the Reference Balance Sheet Date and the date of this Agreement, would have been required to be set forth on Section 3.8(c) or Section 3.9 of the Disclosure Schedule.

Section 5.4 Exclusivity. During the Pre-Closing Period, the Company shall not, and shall cause each of the Company Subsidiary and their respective Affiliates and Representatives not to, directly or indirectly, solicit, initiate, or engage in discussions with, enter into any agreement or negotiations with, or furnish any non-public information concerning the Target Companies to, any Person (other than Purchaser, Merger Sub, and their respective Affiliates and agents) concerning, that relates to or that would reasonably be expected to lead to any Acquisition Proposal; provided, however, that Purchaser acknowledges that, before the date hereof, the Target Companies and their respective Affiliates and their respective Representatives have provided information relating to the Target Companies and have afforded access to, and engaged in discussions with, other Persons in connection with Acquisition Proposals and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Proposal without any breach by the Company of this Section 5.4. The Company shall not, and shall cause each of the Company Subsidiary and their respective Affiliates and Representatives not to, assist any third party in preparing or soliciting an offer relating in any way to an Acquisition Proposal (in each case other than with respect to the transactions contemplated by this Agreement). The Company shall, and shall cause each of the Company Subsidiary and their respective Affiliates and Representatives to, promptly following the date hereof, terminate any and all negotiations or discussions with any third party regarding any proposal concerning any Acquisition Proposal. In the event that the Company or the Company Subsidiary receives any written inquiry, proposal or offer from any third party concerning an Acquisition Proposal following the date hereof, the Company shall promptly notify Purchaser in writing of the receipt of any such correspondence.

Section 5.5 Confidentiality Agreement. Each of Purchaser and the Company agrees to be bound by and comply with the terms and provisions of that certain letter agreement dated as of March 11, 2022 by and between Vista Outdoor Inc. and Robert W. Baird & Co. Incorporated, as agent for the Company (the “Confidentiality Agreement”), as if each of Purchaser and the Company were an original party to such agreement. The Confidentiality Agreement is hereby incorporated in this Agreement by reference and made a part of this Agreement and will survive the execution of this Agreement notwithstanding the terms thereof. If a conflict arises between the provisions of this Agreement and the provisions of the Confidentiality Agreement, then the provisions of the Confidentiality Agreement will control. This Section 5.5 will terminate upon the Closing or, if this Agreement is validly terminated pursuant to Article IX, then the Confidentiality Agreement shall continue in full force and effect.

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Section 5.6 Officers’, Managers’, and Directors’ Liability.

(a) Without limiting any additional rights that any Person may have under the Governing Documents as in effect on the date of this Agreement, from the Effective Time through the sixth (6th) anniversary of the Closing Date, Purchaser shall cause the Target Companies to indemnify and hold harmless each current (as of immediately prior to the Effective Time) and each former director, manager, officer, employee or agent of any Target Company (each, a “D&O Indemnified Person”) from and against any and all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such Person in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Person is or was a director, manager, officer, employee or agent of any Target Company at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by applicable Law. In the event of any such Proceeding, each such D&O Indemnified Person will be entitled to advancement of expenses incurred in the defense of such Proceeding from Purchaser and the Surviving Company to the fullest extent permitted by Law; provided, that if it is finally determined that such D&O Indemnified Person is not entitled to the indemnification provided by this Section 5.6, then such D&O Indemnified Person shall promptly reimburse Purchaser and the Company for any such reimbursed or advanced expenses.

(b) Contemporaneously with the Closing, the Company shall purchase (at the Company’s expense) a six (6) year “tail” policy, providing, effective as of the Closing and for a period of six (6) years thereafter, those Persons who are covered by the Target Companies’ officers’ and directors’ liability insurance policies as of the Closing, on terms no less favorable in terms of coverage and amount than the officers’ and directors’ liability insurance currently maintained in effect by such Target Company (the “D&O Tail Policy”).

(c) For a period of six (6) years after the Closing Date, Purchaser shall cause the Target Companies to maintain on terms no less favorable than the current terms, and to honor in accordance with such terms, the provisions of the Governing Documents of the Target Companies as in effect on the date of this Agreement with respect to exculpation and indemnification of D&O Indemnified Persons (including provisions relating to contributions, advancement of expenses and the like), it being the intent of the Parties that the D&O Indemnified Persons will continue to be entitled to such exculpation, indemnification, and advancement of expense to the fullest extent of the Law.

(d) The provisions of this Section 5.6 are (i) intended to be for the benefit of, and will be enforceable by, each Person entitled to indemnification under this Section 5.6, and each such Person’s heirs, legatees, representatives, successors, and assigns (and the Parties expressly agree that such Persons will be third-party beneficiaries of this Section 5.6), (ii) will (and proper provision will be made to ensure that such obligations) survive the consummation of a transaction involving the merger, consolidation, sale of substantially all the assets, or other reorganization of Purchaser, the Surviving Company, any other Target Company, or any of their respective successors or permitted assigns, and continue in full force and effect and binding against the survivor of any such transaction or successor to any such Person, and (iii) in addition to, and not in substitution for, any other rights to indemnification or insurance coverage that any such Person may have by Contract or otherwise.

Section 5.7 Labor Matters.

(a) Effective as of the Closing Date and for a period of at least twelve (12) months thereafter (or, if earlier, until termination of the applicable Company Employee’s employment), Purchaser shall cause the Target Companies to provide to each individual who is an active Company Employee immediately prior to the Closing and who remains an active Company Employee following the Closing (each, a “Continuing Employee”) with (i) an annual base salary and cash-based bonus opportunity that are substantially comparable in the aggregate than such compensation items that each Continuing Employee was eligible to receive from the Company as of immediately prior to the Closing (other than any retention, sale bonus, change in control or other similar special or non-recurring compensation) and (ii) employee benefits (other than any severance benefits, retiree or post-termination health or welfare benefits, defined

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benefit pension benefits, incentive equity, equity-based, retention, sale bonus, change in control or other similar special or non-recurring compensation) that are substantially comparable in the aggregate to the employee benefits that such Continuing Employee was entitled or eligible to receive immediately prior to the Closing Date (and immediately prior to the termination of any Benefit Plans pursuant to Section 5.7(d) and Section 5.7(e)).

(b) Effective as of, and following, the Closing, Purchaser shall, and shall cause the Target Companies to, use commercially reasonable efforts to cause each Continuing Employee’s length of service with a Target Company prior to the Closing Date to be taken into account, to the extent practicable, for all purposes (including eligibility, vesting and benefit accrual) under each employee benefit plan, program, policy and arrangement of Purchaser (each, a “Purchaser Plan”) provided, however, that such service need not be taken into account to the extent it would result in duplication of benefits or was not taken into account for such purposes immediately prior to the Closing Date under the corresponding Benefit Plan.

(c) Purchaser and its Subsidiaries and Affiliates (including, after the Closing, the Surviving Company and its Subsidiaries) shall use commercially reasonable efforts with respect to each Purchaser Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements, pre-existing condition limitations and other exclusions and limitations regarding the Company Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or not included under the corresponding Benefit Plan, and (ii) to recognize for each Company Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Purchaser Plan any deductible, co-payment and out-of-pocket expenses paid by such Company Employee and his or her spouse, domestic partner and dependents under the corresponding Benefit Plan during the plan year of such Benefit Plan in which occurs the later of the Closing Date and the date on which such Company Employee begins participating in such Purchaser Plan.

(d) If requested by Purchaser in writing at least ten (10) Business Days prior to the Closing Date, the Company shall take commercially reasonable actions (including the adoption of resolutions) to terminate the Company’s qualified retirement plan (the “Company 401(k) Plan”), effective as of no later than the day before the Closing Date. The Company shall provide draft copies of such resolutions to Purchaser for review and comment at least three (3) days prior to adoption thereof. If the Company 401(k) Plan is terminated pursuant to this Section 5.7(d), then Purchaser shall, or shall cause one of its Subsidiaries or Affiliates to, cause a Purchaser Plan that is qualified under Section 401(a) and 401(k) of the Code to accept direct rollovers (as defined in Section 401(a)(31) of the Code) for Continuing Employees with respect to any eligible rollover distributions (as defined in Section 402(c)(4) of the Code) made to or with respect to such individuals from the Company 401(k) Plan on or after the Closing Date.

(e) If requested by Purchaser in writing at least ten (10) Business Days prior to the Closing Date, the Company shall take commercially reasonable actions (including the adoption of resolutions) to terminate each Benefit Plan that is a welfare plan within the meaning of Section 3(1) of ERISA, effective as of the Closing Date or as soon as administratively practicable thereafter, subject to a reasonable runout period during which covered individuals can submit claims with regard to services provided or claims incurred prior to such termination. The Company shall provide draft copies of such resolutions to Purchaser for review and comment at least three (3) days prior to adoption thereof.

(f) Nothing in this Section 5.7 or otherwise this Agreement, whether expressed or implied (i) is intended to, or shall be construed to, confer upon any Continuing Employee or any other Person any rights or remedies hereunder, including the right to continued employment, or (ii) shall establish, amend or be deemed to establish or amend any Purchaser Plan or shall limit the rights of Purchaser, any Subsidiary or Affiliate of Purchaser, or the Target Companies to establish, amend or terminate any Purchaser Plan or any of their respective other benefit plans, programs, policies or arrangements, whether before or after Closing.

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Section 5.8 Independent Investigation. Each of Purchaser and Merger Sub acknowledges, covenants and agrees that: (a) it and its Representatives and Affiliates have undertaken their own independent investigation, examination, analysis and verification of the Target Companies and the business, assets, liabilities, customers, suppliers, officers, employees, personnel, Contracts, condition (financial and otherwise), cash flow, operations and prospects of the Target Companies, including Purchaser’s own estimate of the value of the business of the Target Companies, (b) it has had the opportunity to visit with the Target Companies and meet with their respective Representatives and Affiliates to discuss the business and the assets, liabilities, customers, suppliers, officers, employees, personnel, Contracts, condition (financial and otherwise), cash flow, operations and prospects of the Target Companies, (c) all materials and information requested by Purchaser or Merger Sub have been provided to Purchaser or Merger Sub to Purchaser’s and Merger Sub’s satisfaction, and (d) it has undertaken such due diligence (including a review of the assets, liabilities, books, records and Contracts of the Target Companies) as Purchaser or Merger Sub deems adequate, including that described above. In connection with such investigation, each of Purchaser, Merger Sub and their respective representatives and Affiliates have received from or on behalf the Company and its Affiliates certain estimates, budgets, forecasts, plans, projections and statements (“Forward-Looking Statements”), and each of Purchaser and Merger Sub acknowledges that (i) there are uncertainties inherent in making Forward-Looking Statements and (ii) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished to it and its representatives (including the reasonableness of the assumptions underlying any Forward-Looking Statements where such assumptions are explicitly disclosed).

Section 5.9 Governmental Filings.

(a) On the terms and subject to the conditions set forth in this Agreement, during the Pre-Closing Period, each of Purchaser, Merger Sub and the Company will use its reasonable best efforts to (i) make promptly any required submissions and filings under applicable Antitrust Laws with respect to the Transactions, (ii) promptly furnish information required in connection with such submissions and filing under such Antitrust Laws, (iii) keep the other Parties reasonably informed with respect to the status of any such submissions and filings under Antitrust Laws, including with respect to (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any Proceeding under Antitrust Laws, and (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws with respect to the Transactions, and (iv) obtain all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable under applicable Antitrust Laws to consummate the Transactions as soon as practicable; provided, that, materials provided to the other party pursuant to this Section 5.9 may be redacted (i) as necessary to comply with contractual arrangements, (ii) to address privilege or confidentiality concerns, or (iii) to remove references concerning the valuation of the Company; provided further, that, any provision of materials, information, rights to participate, or consultations between the Parties pursuant to the this Section 5.9 may be made on an outside antitrust counsel-only basis to the extent required under applicable Law or as appropriate to protect sensitive business information or maintain attorney-client or other privilege.

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(b) In furtherance and not in limitation of the foregoing, during the Pre-Closing Period, each of Purchaser, Merger Sub and the Company: (i) will, or will cause their respective Affiliates or representatives to, as promptly as practicable after the date of this Agreement and in no event more than five (5) Business Days after the date of this Agreement, make any filings required by it, or its Affiliates, under the HSR Act with respect to the Transactions, (ii) will make any other applicable filings pursuant to the Antitrust Laws as soon as reasonably possible; (iii) will, or will cause their respective Affiliates or representatives to, supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and make all subsequent filings and submissions required under the HSR Act; (iv) will provide to the other Party’s counsel such information as each may reasonably request, and as may be appropriate under Antitrust Laws relative to its business, assets and property as required of each to file any additional information requested by Governmental Authorities under Antitrust Laws; (v) will promptly notify the other Parties of any material or substantive communication made to or received by either Purchaser or the Company, as the case may be, from any Governmental Authority with respect to the Transactions, and, subject to applicable Law, if practicable, permit the other Parties to review in advance any proposed material or substantive written communication to any such Governmental Authority and consider incorporating into such communication the other Parties’ reasonable comments in good faith, and (vi) not participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry regarding this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend, and furnishes the other Parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective managers, directors, officers, employees, Affiliates, equityholders, agents or representatives, on one hand, and any such Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Transactions. Purchaser will pay all filing fees under the HSR Act and all other Antitrust Laws with respect to the Transactions.

(c) In furtherance and not in limitation of the foregoing, (i) neither the Company nor Purchaser will, and each will cause their respective Affiliates not to, extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the written consent of the other Parties (such consent not to be unreasonably withheld, conditioned or delayed).

(d) None of the parties hereto shall, or shall permit its respective Affiliates to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to obtain the expiration or termination of the waiting period under the HSR Act or any other Antitrust Laws applicable to the Transactions.

(e) Nothing in this Section 5.9 or otherwise in this Agreement shall require (i) Purchaser to take any action that would prohibit or limit in any respect, or place any conditions on, the ownership or operation by Purchaser or its Affiliates of the Company, the ownership or operation by Purchaser, its Affiliates or the Target Companies of any portion of their respective businesses or assets, or compel Purchaser, its Affiliates or the Target Companies to dispose of, divest, hold separate or license any portion of their respective businesses, assets or Intellectual Property rights, respectively, in each case as a result of the transactions contemplated by this Agreement, (ii) the Company to take or commit to take any action or agree to any condition or restriction in connection with obtaining the expiration or termination of the waiting period under the HSR Act or any other approval, authorization or consent under any other Antitrust Law, unless such action, condition or restriction is conditioned upon the occurrence of Closing, or (iii) any party to this Agreement to respond to any “second request” or similar request for additional information or documentary material from any Governmental Authority pursuant to the HSR Act or any other Governmental Authority relating to any applicable foreign filings, or to otherwise engage in any litigation with respect to the filings contemplated by this Section 5.9.

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Section 5.10 Pre-Closing Covenants. Subject to the terms hereof, during the Pre-Closing Period, each of the Parties shall use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Transactions as soon as practicable.

Section 5.11 Inspection of Records. Purchaser shall cause the Target Companies to make their respective books and records (including work papers in the possession of its accountants) available for inspection (and permit extracts or copies thereof to be made) by the Equityholder Representative, any Equityholder or by its Representatives, for reasonable business purposes at all reasonable times during normal business hours, for a seven (7)-year period from and after the Closing Date, with respect to all transactions of the Target Companies occurring prior to or relating to the Closing, and the historical financial condition, assets, liabilities, operations and cash flows of the Target Companies related to periods occurring prior to the Closing, in each case, at the Equityholders sole cost and expense.

Section 5.12 RWI Policy. The Target Companies shall use commercially reasonable efforts to cooperate with Purchaser in connection with Purchaser’s procurement of a buyer-side representation and warranty insurance policy (collectively, the “RWI Policy”), including responding to reasonable requests for information from the underwriter necessary to obtain the RWI Policy and, no later than ten (10) Business Days following the Closing, the Equityholder Representative shall or shall cause the applicable Representative of the Company to deliver to Purchaser three (3) digital USB copies of all contents of the Data Room (or such other electronic method as agreed by Purchaser and Representative), as of the end of the day that is one (1) day immediately preceding the Closing Date (which shall include, for the avoidance of doubt, all contents that were located in, or uploaded to, Data Room at any time prior to the Closing). The premium payable to the underwriters in respect of the RWI Policy, and all other expenses, fees, costs or deductibles associated therewith, shall be borne by Purchaser. Purchaser shall cause the RWI Policy to expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights against any Equityholder, its Affiliates or any of its direct or indirect equity holders, as applicable, in connection with any claim made by Purchaser or any of its Affiliates thereunder, except in the case of Fraud. Purchaser agrees to not amend the RWI Policy following the Closing in a manner that would adversely affect the rights of the Equityholders or their respective Affiliates set forth herein without the prior written consent of Equityholder Representative.

Section 5.13 Contact with Business Relations. Purchaser acknowledges that it is not authorized to, and agrees that, during the Pre-Closing Period, it shall not, and shall cause its Affiliates and Representatives not to, contact any officer, director, manager, employee, customer, supplier, vendor, distributor, referral source, lessee, lessor, equityholder, lender, noteholder or other material business relation of any Target Company with respect to any Target Company, its businesses or the transactions contemplated by this Agreement, in each case, without receiving the prior written consent of the Company before each such contact; provided, however, that nothing in this Section 5.13 will prevent Purchaser or its Representatives from (a) any contact with any of the foregoing Persons in the ordinary course of business or (b) conducting customary market diligence, in each case of clauses (a) and (b), to the extent that neither Purchaser nor its Representatives disclose or discuss the Transactions.

Section 5.14 Further Assurances. From and after the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute such further documents, and perform such further acts, as may be reasonably necessary to comply with and carry out the terms of this Agreement and the other Transaction Documents and consummate the Transactions.

Section 5.15 Related Party Agreements. Except as set forth on Section 5.15 of the Disclosure Schedule, the Company shall cause each Related Party Agreement to be terminated (with such termination to be effective as of, or prior to the Closing) without any further Liability or obligation whatsoever on the part of Purchaser or any of its Affiliates (including, after the Closing, the Target Companies) including any Liability arising from such termination or settlement.

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Section 5.16 Notification of Certain Matters. The Company shall give prompt written notice to Purchaser of (a) an Occurrence that (i) has rendered any representation or warranty of the Company contained in this Agreement, if made on or immediately following the date of such event, untrue or inaccurate and (ii) has resulted in a material Liability to the Target Companies, (b) an Occurrence that has had or is reasonably likely to have a Material Adverse Effect, and (c) any failure of either the Company or any of their respective Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or under any agreement contemplated hereby or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to Purchaser’s obligations hereunder, in each case, upon becoming aware of such Occurrence and the corresponding events, provided that the failure of the Company to provide prompt notice as required by this Section 5.16 will not, itself, result in the failure of the condition set forth in Section 6.2(b) unless the Occurrence for which the Company failed to provide such prompt notice would otherwise result in the failure of a condition set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c).

Section 5.17 Financing Cooperation.

(a) Purchaser may determine, in its sole discretion, to obtain debt financing to fund any portion of the Merger Consideration (the “Debt Financing”). Prior to the Closing, the Company shall use commercially reasonable efforts to, and shall cause the Company Subsidiary and its and their respective Representatives to, in each case at Purchaser’s sole expense, provide to Purchaser such cooperation reasonably requested by Purchaser that is reasonably necessary in arranging, obtaining and syndicating the Debt Financing, if any (provided that such requested cooperation is consistent with applicable Laws and does not unreasonably interfere with the operations of the Target Companies), including as promptly as reasonably practical, (i) furnishing Purchaser with such pertinent information regarding the Target Companies as may be reasonably requested by Purchaser for the completion of the Debt Financing, if any, (ii) customary authorization and representation letters, each to the extent required in connection with the Debt Financing, authorizing the distribution of information to prospective lenders, and (iii) timely delivering to Purchaser all available documentation and information as is reasonably requested in writing by Purchaser that is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the requirements of 31 C.F.R. §1010.230. The Company hereby consents, on behalf of itself and the Company Subsidiary, to the use of the logos of the Target Companies in connection with the Debt Financing, if any; provided that such logos are used solely in a manner that is not intended to, nor is reasonably likely to, harm or disparage the Company’s or any of its Affiliates’ reputation or goodwill.

(b) Notwithstanding anything in this agreement to the contrary, nothing herein will (i) require any cooperation to the extent it would unreasonably interfere with the business or operations of the Target Companies or any of their respective Affiliates or Representatives; (ii) require any Target Company to waive or amend any terms of this Agreement; (iii) require the Target Companies or any of their respective Affiliates to pay or agree to pay any fees or reimburse any expenses prior to the Closing for which it has not received prior reimbursement by or on behalf of Purchaser; (iv) require the Target Companies or any of their respective Affiliates to take any action in violation of Law or Governing Documents; (v) require the Target Companies or their respective Affiliates or Representatives to deliver or cause the delivery of any legal opinions or accountants’ comfort letters or reliance letters; (vi) require any of the directors, managers or authorized officers of any Target Company in such capacity to execute, deliver or enter into or perform any definitive documentation pursuant to which the Debt Financing is obtained or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained unless such directors or authorized officers are continuing in such capacity after the Closing, in

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each case prior to the Closing; (vii) require the Target Companies or any of their respective directors, managers, officers or employees to execute, deliver or enter into any definitive documentation pursuant to which the Debt Financing is obtained which is binding and effective that is not contingent upon the Closing; or (viii) require access to or disclosure of information in any manner which would jeopardize attorney-client privilege. None of the Target Companies or any of their respective Representatives will have any liability in connection with the Debt Financing (including under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing) that is not contingent upon the Closing or that would be effective prior to the Closing.

(c) All material, nonpublic information regarding the Target Companies provided to Purchaser or any of its Representatives pursuant to this Section 5.17 shall be kept confidential by such Person in accordance with the Confidentiality Agreement except for disclosure to potential investors as required in connection with the Debt Financing subject to customary confidentiality protections. Notwithstanding anything in this Agreement to the contrary, the Company shall be deemed to have complied with this Section 5.17 for all purposes of this Agreement (including Article VI) unless the Debt Financing has not been obtained primarily as a result of the Company’s willful and intentional breach of its obligations under this Section 5.17.

(d) Notwithstanding anything in this Agreement to the contrary, Purchaser acknowledges and agrees that obtaining any Debt Financing is not a condition to Closing.

Section 5.18 OP Form 10. Prior to the Closing, the Company shall use commercially reasonable efforts to, and shall cause the Company Subsidiary and their respective Representatives to, in each case at Purchaser’s sole expense, provide to Purchaser such cooperation reasonably requested by Purchaser that is reasonably necessary in connection with the preparation, review and filing of the OP Form 10 (provided that such requested cooperation is consistent with applicable Laws and does not unreasonably interfere with the operations of the Target Companies), including as promptly as reasonably practical, furnishing Purchaser with such pertinent information regarding the Target Companies as may be reasonably requested by Purchaser in connection with the preparation, review and filing of the OP Form 10.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1 Conditions to the Company’s Obligations. The obligation of the Company to consummate the Transactions is subject to the fulfillment of the following conditions on or prior to the Closing Date:

(a) (i) The representations and warranties set forth in Section 4.1, Section 4.2, Section 4.3 and Section 4.5 shall be true and correct in all but de minimis respects on and as of the date hereof and as of the Closing Date as though made on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), and (ii) all other representations and warranties of Purchaser set forth in Article IV shall be true and correct in all material respects (without giving effect to any materiality or material adverse effect or similar qualifications contained in such representations and warranties) on and as of the date hereof and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), except where the failure of such representations and warranties to be so true and correct would not have a material adverse effect on Purchaser’s ability to consummate the Transactions;

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(b) All covenants and agreements of Purchaser and Merger Sub to be performed hereunder through and including the Closing Date (including all covenants and agreements Purchaser or Merger Sub would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been fully performed or complied with in all respects;

(c) Each of Purchaser and Merger Sub shall have delivered a certificate of an authorized officer of Purchaser and the sole member of Merger Sub, respectively, dated as of the Closing Date, to the effect that the conditions specified in Section 6.1(a) and Section 6.1(b) have been satisfied; and

(d) Each of Purchaser and Merger Sub shall have delivered, or caused to be delivered, the documents and instruments required by Section 2.6(a).

Section 6.2 Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Merger Sub to consummate the Transactions is subject to the fulfillment of the following conditions on or prior to the Closing Date:

(a) (i) The Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and as of the Closing Date as though made on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), and (ii) the representations and warranties of the Company set forth in Article III (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such representations and warranties) on and as of the date hereof and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, (A) to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified), or (B) where the failure of such representation or warranty to be true and correct has not had and would not be reasonably expected to have a Material Adverse Effect;

(b) All covenants and agreements of the Company to be performed hereunder through and including the Closing Date (including all covenants and that the Company would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been fully performed or complied with in all material respects;

(c) Since the date of this Agreement, there has not been any Occurrence which has had or would reasonably be expected to have a Material Adverse Effect;

(d) The Company shall have delivered a certificate of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied;

(e) The Company shall have delivered, or caused to be delivered, the documents and instruments required by Section 2.6(b); and

(f) All Restrictive Covenant Agreements shall be in full force and effect as of the Closing.

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Section 6.3 Joint Conditions to the Parties’ Obligations. The obligations of the Parties to consummate the Transactions are subject to the fulfillment of all the following conditions on or prior to the Closing Date:

(a) No Law will have been enacted or promulgated by any Governmental Authority that prohibits the consummation of the Transactions;

(b) There will be no Order of a court of competent jurisdiction in effect precluding consummation of the Transactions; and

(c) All waiting periods (including any extensions thereof) set forth in the HSR Act will have expired or have been terminated.

ARTICLE VII

TAX MATTERS

Section 7.1 Preparation and Filing of Tax Returns.

(a) Pre-Closing Flow-Through Tax Returns.

(i) The Equityholder Representative (after the Closing), at the expense of the Equityholders, shall timely prepare or cause to be timely prepared, and the Equityholder designated for tax matters shall timely file or cause to be timely filed, all Flow-Through Tax Returns of the Company for any Pre-Closing Tax Period not yet filed as of the Closing Date with a Due Date after the Closing Date (each, a “Pre-Closing Flow-Through Tax Return”). In connection with any Pre-Closing Flow-Through Tax Returns to be prepared by the Equityholder Representative, Purchaser and the Surviving Company shall use commercially reasonable efforts to facilitate the Equityholder Representative’s utilization of the Surviving Company’s existing tax return preparation firm(s) (the “Accounting Firm”), including (i) providing reasonable access to the Surviving Company’s books and records and accounting staff and (ii) taking such reasonable steps as may be necessary to cause the Accounting Firm to take direction from the Equityholder Representative. Each Pre-Closing Flow-Through Tax Return shall be prepared in accordance with the past practice of the Company and the Company Subsidiary, unless otherwise required by Law, and in accordance with the provisions of this Agreement, and such Pre-Closing Flow-Through Tax Returns shall report the Transaction Deductions in a Pre-Closing Tax Period to the extent permitted by applicable Law on a “more likely than not” basis.

(ii) At least thirty (30) days prior to the Due Date of any such Pre-Closing Flow-Through Tax Return, the Equityholder Representative shall provide to Purchaser a substantially final draft of such Pre-Closing Flow-Through Tax Return for Purchaser’s review and consent. If Purchaser disputes any item on such Pre-Closing Flow-Through Tax Return, it shall notify the Equityholder Representative (by written notice within fifteen (15) days of receipt of such Pre-Closing Flow-Through Tax Return) of such disputed item (or items), the basis for its objection and the proposed revisions, and any dispute shall be resolved pursuant to the provisions of Section 7.1(a)(iii). If Purchaser does not object by written notice within such period, such Pre-Closing Flow-Through Tax Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 7.1(a) and Purchaser, the Equityholder Representative and the Equityholder designated for tax matters shall cooperate in connection with the signing and timely filing of such Pre-Closing Flow-Through Tax Return as prepared by the Equityholder Representative.

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(iii) Purchaser and the Equityholder Representative shall act in good faith to resolve any dispute prior to the Due Date of any Pre-Closing Flow-Through Tax Return, and if the parties agree on any such Pre-Closing Flow-Through Tax Return, then the parties shall file or cause to be filed the applicable Flow-Through Tax Return in such agreed-upon manner. If Purchaser and the Equityholder Representative cannot resolve any disputed item with respect to any such Pre-Closing Flow-Through Tax Return within a period of fifteen (15) days following the receipt of a written notice of such disputed item(s) pursuant to Section 7.1(a)(ii), the item in question shall be resolved by the Accountant Expert as promptly as practicable, whose determination shall be final and conclusive for purposes of this Section 7.1(a). The fees and expenses of the Accountant Expert shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by the Equityholder Representative. Notwithstanding anything to the contrary in this Agreement, in the event that the parties or, in the case of a dispute, the Accountant Expert, have not resolved a dispute by an applicable Due Date, the parties (other than the Equityholder Representative) shall file or cause to be filed, the applicable Flow-Through Tax Return in such manner as prepared by the Equityholder Representative pursuant to Section 7.1(a)(i), and the parties shall amend such Tax Returns to the extent necessary to conform to the parties’ final agreement or the Accountant Expert’s final determination, as the case may be.

(b) Purchaser Tax Returns. Purchaser shall prepare, or cause to be prepared, at Purchaser’s expense, all Tax Returns for each of the Company and the Company Subsidiary relating to any (i) Pre-Closing Tax Period, other than any Pre-Closing Flow-Through Tax Return, and (ii) Straddle Period.

Section 7.2 Transfer Taxes. Purchaser will be responsible for fifty percent (50%) of, and the Equityholders shall be responsible for fifty percent (50%) of, the Liability for all sales, use, transfer, real property transfer, documentary, recording, gains, equity transfer, and similar Taxes and fees, and any deficiency, interest, or penalty asserted with respect thereto (collectively, “Transfer Taxes”), arising out of or in connection with the Transactions. To the extent permitted by applicable Law, Purchaser will timely file or cause to be filed all necessary documentation and Tax Returns with respect to such Transfer Taxes.

Section 7.3 Cooperation. Subject to the provisions of this Article VII, Purchaser, the Target Companies and the Equityholder Representative will cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of any Tax Return and any Proceeding with respect to Taxes or Tax Returns of any Target Company. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Tax Return or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Section 7.4 Tax Claims.

(a) Each Party shall promptly notify the other Party in writing upon becoming aware of any Tax Claim regarding any Pre-Closing Flow-Through Tax Return (each, a “Covered Tax Claim” and such notice, a “Tax Claim Notice”). Such Tax Claim Notice will describe the asserted Tax Claim in reasonable detail and will include copies of any notices and other documents received from any Governmental Authority in respect of any such asserted Covered Tax Claim.

(b) Except as otherwise set forth in this Agreement, the Equityholder Representative shall have the right to assume and control the defense of each Covered Tax Claim by written notice to Purchaser within thirty (30) days after delivery by the applicable party of the Tax Claim Notice; provided, however, that the Equityholder Representative shall not be entitled to assume and control (or to retain control of) the defense of such Covered Tax Claim if (i) Purchaser reasonably determines at any time that the resolution of such Covered Tax Claim is reasonably expected to have the effect of increasing the Tax Liability of Purchaser or any of its Affiliates (including the Company and the Company Subsidiary) by more than a de minimis amount for any period (or portion of any period) beginning after the Closing Date, (ii) Purchaser or any insurer under the RWI Policy is required to assume such defense pursuant to the terms thereof, or (iii) the Equityholder Representative’s assumption of the defense could cause Purchaser to lose coverage under the RWI Policy.

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(c) If the Equityholder Representative properly elects to assume and control the defense of a Covered Tax Claim pursuant to Section 7.4(b), (i) Purchaser shall have the right, directly or through its designated representatives and at Purchaser’s sole cost and expense, to review in advance and comment upon all submissions made in the course of any Covered Tax Claim (including any administrative appeals thereof), (ii) the Equityholder Representative shall keep Purchaser reasonably notified regarding the progress of such Covered Tax Claim, and (iii) the Equityholder Representative shall not settle any Covered Tax Claim without the consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). The Equityholder Representative shall provide such cooperation and information as Purchaser shall reasonably request, and Purchaser shall have the right to participate in (but not control) the defense of such Covered Tax Claim (including participating in any discussions with the applicable Governmental Authorities regarding such Covered Tax Claim).

(d) Notwithstanding anything to the contrary set forth in this Agreement, in connection with any Covered Tax Claim that (i) the Equityholder Representative does not timely and properly elect to control (or cannot elect to control or loses its right to control) pursuant to Section 7.4(b), or (ii) the Equityholder Representative fails to diligently defend, such Covered Tax Claim shall be controlled by Purchaser, and the Equityholder Representative agrees to cooperate with Purchaser in pursuing such Covered Tax Claim and, at the cost and expense of the Equityholders, the Equityholder Representative shall have the rights of Purchaser described in Section 7.4(c) mutatis mutandis.

(e) In connection with any Tax Claim that relates to any Pre-Closing Tax Period that is not a Covered Tax Claim, such Tax Claim shall be exclusively controlled by Purchaser. In connection with any Tax Claim described in this Section 7.4(e), Purchaser (i) shall bear its own costs and expenses, (ii) shall be entitled to engage its own counsel, and (iii) may (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Governmental Authority, (B) either pay the Tax claimed or sue for refund where applicable law permits such refund suit or (C) contest, settle or compromise the Tax Claim in any permissible manner.

(f) To the extent permitted under applicable Law, each Equityholder shall make, or cause to be made, a timely and valid “push-out” election under Section 6226 of the Code and each analogous election under state or local Law with respect to any taxable period beginning on or before the Closing Date, and the Equityholder Representative shall cooperate fully with each Equityholder and Purchaser and any of their Affiliates in making each such “push-out” election.

(g) Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Claims shall be governed exclusively by this Section 7.4.

Section 7.5 Post-Closing Actions. Except as otherwise contemplated by this Agreement or as required by applicable Law, without the prior written consent of the Equityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed), Purchaser will not, and will not permit any Target Company to, with respect to a Pre-Closing Flow-Through Tax Return: (a) make, change or rescind any material Tax election outside the ordinary course of business, (b) amend or refile any such Tax Return in a manner that is inconsistent with past practice, (c) file any such Tax Return in a jurisdiction in which any Target Company did not file previously, (d) settle any claim with a Governmental Authority, (e) engage in any voluntary disclosure or similar process with a Governmental Authority, or (f) extend the statute of limitations with respect to any Tax.

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Section 7.6 Tax Treatment. For U.S. federal and applicable state and local Income Tax purposes, the Parties intend that the Merger shall be treated in accordance with the principles of Revenue Ruling 99-6, 1999-1 C.B. 432, Situation 2, as follows (the “Intended Tax Treatment”): (a) for Purchaser, as a termination of the Company under Section 708(b)(1) of the Code and deemed liquidating distribution of all assets of the Company and the Company Subsidiary to the Equityholders, followed by the taxable sale of all such assets to Purchaser in exchange for the Estimated Merger Consideration, as adjusted pursuant to Section 2.8); and (b) for each Equityholder, as a taxable sale of 100% of the Units held by such Equityholders in exchange for the portion of the Estimated Merger Consideration payable to such Equityholder, as adjusted pursuant to Section 2.8. No Party shall take any Tax position on any Tax Return, in any Tax Claim or otherwise inconsistent with the Intended Tax Treatment, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code). In the event that any Governmental Authority disputes the Intended Tax Treatment, the Party receiving notice of such dispute shall promptly notify and reasonably consult with the other Party concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with the Intended Tax Treatment.

Section 7.7 Merger Consideration Allocation. No later than one-hundred fifty (150) days after final determination of the Merger Consideration pursuant to Article II, Purchaser shall prepare and deliver to the Equityholder Representative a statement allocating the Merger Consideration (as adjusted pursuant to this Agreement) and any liabilities or other relevant items treated as consideration for U.S. federal Income Tax purposes among each of the assets of the Company and the Company Subsidiary for all applicable Tax purposes (the “Merger Consideration Allocation”) in accordance with applicable Law (including Section 1060 of the Code and the Treasury Regulations thereunder) and in a manner consistent with the methodology set forth on Exhibit G (such statement, the “Allocation Statement”). The Equityholder Representative will have fifteen (15) Business Days after receipt of the Allocation Statement (the “Allocation Evaluation Period”) to object to the Allocation Statement by delivery to Purchaser prior to expiration of the Allocation Evaluation Period a notice of objection with reasonable detail of the Equityholder Representative’s objections (an “Allocation Notice of Objection”). If the Equityholder Representative timely delivers an Allocation Notice of Objection to Purchaser, Purchaser and the Equityholder Representative shall negotiate in good faith during the 15-day period beginning on the Business Day after the date of delivery of the Allocation Notice of Objection (the “Allocation Resolution Period”) to resolve the Equityholder Representative’s objections. If (a) as a result of such negotiation the parties agree on the Merger Consideration Allocation during the Allocation Resolution Period, or (b) if the Equityholder Representative fails to deliver an Allocation Notice of Objection to Purchaser prior to expiration of the Allocation Evaluation Period, then such allocation will be final and binding on the Parties and none of the Parties will take or cause to be taken any position or other action inconsistent with such allocation for any Tax reporting purpose, upon examination of any Tax Return, in any refund claim, or in any Proceeding or otherwise, unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of other applicable Law). Notwithstanding anything to the contrary set forth in this Section 7.7 (including Exhibit G) if the Parties are unable to resolve all disputes set forth in the Allocation Notice of Objection within the Allocation Resolution Period, however, the Parties will have no further obligation under this Section 7.7, and each party shall make its own determination of the allocation of the Merger Consideration for Tax reporting purposes.

ARTICLE VIII

REPRESENTATIVE

Section 8.1 Appointment of the Equityholder Representative. Each Equityholder, upon execution of a Letter of Transmittal and by the adoption of the Merger, and receiving the benefits thereof, including any consideration payable hereunder, shall be deemed to have, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, irrevocably constituted and appointed the

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Equityholder Representative, as of the Closing, as representative, attorney-in-fact and agent for such Equityholder and such Equityholder’s successors and permitted assigns, for all purposes in connection with the execution and performance of this Agreement, and any related agreements. This power is irrevocable and coupled with an interest, and will not be affected by the death, incapacity, illness, dissolution or other inability to act of any Equityholder or such Equityholder’s successors or permitted assigns.

Section 8.2 Authority of the Equityholder Representative. Each Equityholder, upon execution of a Letter of Transmittal shall be deemed to have, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, irrevocably granted the Equityholder Representative full power and authority: (i) to execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by the Equityholder Representative, in its sole discretion, to be appropriate to consummate this Agreement, (ii) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions, and matters contemplated under this Agreement or any other Transaction Document, including adjustments to the Merger Consideration, (iii) to acknowledge receipt of the Equityholder Representative Payment by the Equityholder Representative, (iv) to (A) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement, (B) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement, and (C) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy, (v) to waive, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any closing condition contained in Article VI and to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all consents, waivers, amendments or modifications, deemed by the Equityholder Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith, (vi) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement, (vii) to engage attorneys, accountants and other agents at the expense of Equityholders and their respective successors and permitted assigns in connection with in connection with any dispute arising under this Agreement; (viii) to receive the Equityholder Representative Payment (together with any interest or other earnings thereon, the “Equityholder Representative Fund”) as a fund for the payment of all costs and expenses incurred by or on behalf of the Equityholder Representative in its capacity as such in connection with any dispute or claim under this Agreement; provided, however, that the Equityholder Representative’s retention of any amounts in the Equityholder Representative Fund will not be used as evidence that Equityholders have any obligation hereunder, (ix) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement, and (x) to give such instructions and to take such action or refrain from taking such action, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, as the Equityholder Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement, including the exercise of all rights granted to Equityholder and such Equityholder’s successors and permitted assigns under this Agreement or any other Transaction Document.

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Section 8.3 Reliance. Each Equityholder, upon execution of a Letter of Transmittal, shall be deemed to have, on behalf of himself, herself or itself and Equityholder’s successors and permitted assigns, hereby agrees to the following:

(a) In all matters in which action by the Equityholder Representative is required or permitted, the Equityholder Representative is authorized to act on behalf of such Equityholder, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, notwithstanding any dispute or disagreement among Equityholder or their respective successors or permitted assigns or between any Equityholder or any Equityholder’s successors and permitted assigns and the Equityholder Representative, and Purchaser and Merger Sub will be entitled to rely on any and all action taken by the Equityholder Representative under this Agreement without any liability to, or obligation to inquire of, any Equityholder or any Equityholder’s successors and permitted assigns, notwithstanding any knowledge on the part of Purchaser of any such dispute or disagreement. Purchaser, Merger Sub and the Surviving Company will be fully protected in dealing with the Equityholder Representative under this Agreement (or any other Transaction Document) and may rely upon the authority of the Equityholder Representative to act on behalf of each Equityholder and none of Purchaser or any of its Affiliates or Representatives shall have any liability to any Equityholder as a result of such reliance.

(b) Notice to the Equityholder Representative, delivered in the manner provided in Section 11.3, will be deemed to be notice to all Equityholders and their respective successors and permitted assigns for purposes of this Agreement.

(c) The power and authority of the Equityholder Representative, as described in this Agreement, will continue in force until all rights and obligations of Equityholders and their respective successors and permitted assigns under this Agreement terminate, expire or are fully performed.

(d) A majority-in-interest of Equityholders and their respective successors and permitted assigns will have the right, exercisable from time to time upon written notice delivered to the Equityholder Representative and Purchaser, to remove the Equityholder Representative, with or without cause, and to appoint a successor to fill a vacancy caused by the death, resignation or removal of the Equityholder Representative.

(e) If the Equityholder Representative resigns or is removed or otherwise ceases to function in his capacity as such for any reason whatsoever, and no successor is appointed pursuant to Section 8.3(d) within thirty (30) days, then Purchaser will have the right to appoint an Equityholder or a successor or permitted assign thereof to act as the Equityholder Representative to serve as described in this Agreement.

Section 8.4 Exculpation and Indemnification of the Equityholder Representative. The Equityholder Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Equityholder Representative shall not be liable for any action or omission pursuant to the advice of counsel. Each Equityholder (and each Equityholder’s successors and permitted assigns) will indemnify, defend, protect and hold harmless the Equityholder Representative against any losses, liabilities, expenses, and damages (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Equityholder Representative, the Equityholder Representative will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Equityholder Representative from (i) the funds in the Equityholder Representative Fund and (ii) any other funds that become payable to the Equityholders under this Agreement at such time as such amounts would otherwise be distributable to the Equityholders; provided, that while the Equityholder Representative may be paid from the aforementioned sources of funds, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Equityholder Representative be required to advance its own funds on behalf of the Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on

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liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Equityholder Representative hereunder. Each Equityholder’s (and each Equityholder’s successors’ and permitted assigns’) obligations, including the foregoing indemnities, with respect to the Equityholder Representative under this Section 8.4 will survive the Closing the resignation or removal of the Equityholder Representative or the termination of this Agreement and continue indefinitely (and will not merge into any instrument of conveyance or be limited in duration by any applicable statute of limitations or otherwise). The Equityholder Representative will be entitled to retain counsel and to incur such expenses (including court costs and attorneys’ fees and expenses) as the Equityholder Representative deems to be necessary or appropriate in connection with its performance of its obligations under this Agreement. All fees and expenses incurred by the Equityholder Representative in performing its duties hereunder or the Paying Agent Agreement will be borne by the Equityholders and their respective successors and permitted assigns (severally as to each Equityholder (or such Equityholder’s successor or permitted assigns) only and not jointly as to or with any other Equityholder (or such Equityholder’s successor or permitted assigns)); provided, however, that the Equityholder Representative may cause Purchaser, the Surviving Company or the Paying Agent, as applicable, to deduct such fees and expenses from the amounts otherwise distributable to Equityholders or their respective successors and permitted assigns and pay such amounts to the Equityholder Representative. In particular, the Equityholders acknowledge that the Equityholder Representative Payment is being deposited by Purchaser, upon the Closing, into any account designated by the Equityholder Representative in accordance with the terms of this Agreement, to pay the fees and expenses of the Equityholder Representative hereunder, and to provide for indemnification of the Equityholder Representative under this Section 8.4.

Section 8.5 Distribution of the Equityholder Representative Fund. The Equityholders will not receive any interest or earnings on the Equityholder Representative Fund and irrevocably transfer and assign to the Equityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Equityholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. At such time that the Equityholder Representative believes, in its sole discretion, that no such additional fees or expenses will be incurred and no such additional indemnification will be required, the Equityholder Representative will deposit with the Paying Agent for further distribution to the Equityholders all remaining funds from the Equityholder Representative Fund (the “Remaining Equityholder Representative Fund”) pursuant to the Paying Agent Agreement. For Tax purposes, the Equityholder Representative Fund will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing.

ARTICLE IX

TERMINATION

Section 9.1 General. The Parties shall have the rights and remedies with respect to the termination or enforcement of this Agreement that are set forth in this Article IX.

Section 9.2 Right to Terminate. This Agreement and the Transactions may be terminated at any time prior to the Closing by prompt notice given in accordance with Section 11.3:

(a) by the mutual written consent of Purchaser and the Company;

(b) by either Purchaser or the Company if the Closing has not occurred at or before 11:59 p.m. Mountain time on October 20, 2022 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.2(b) shall not be available to any Party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or prior to the Outside Date;

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(c) by Purchaser, upon written notice to the Company, if any of the representations or warranties of the Company set forth in Article III are not accurate, or if the Company has failed to perform any covenant or agreement on the part of the Company set forth herein (including an obligation to consummate the Closing), such that the conditions to the Closing set forth in either Section 6.2(a) or Section 6.2(b) are not capable of being satisfied as of the Closing and the breach or breaches causing such representations or warranties not to be accurate, or the failures to perform any covenant or agreement, as applicable, are not cured within twenty (20) Business Days (or by the Outside Date, if earlier) after written notice thereof is delivered to the Company; provided that neither Purchaser nor Merger Sub is then in breach hereof such as would cause the condition to the Closing set forth in either Section 6.1(a) or Section 6.1(b) to not be satisfied as of the Closing;

(d) by the Company, upon written notice to Purchaser, if any of the representations or warranties of Purchaser or Merger Sub set forth in Article IV are not accurate, or if Purchaser or Merger Sub has failed to perform any covenant or agreement on the part of such Party set forth herein (including an obligation to consummate the Closing), such that the conditions to the Closing set forth in either Section 6.1(a) or Section 6.1(b) are not capable of being satisfied as of the Closing and the breach or breaches causing such representations or warranties not to be accurate, or the failures to perform any covenant or agreement, as applicable, are not cured within twenty (20) Business Days after written notice thereof is delivered to Purchaser and Merger Sub; provided that the Company is not then in breach hereof such as would cause the condition to the Closing set forth in Section 6.2(a) or Section 6.2(b) from being satisfied as of the Closing; or

(e) by Purchaser or the Company if there is then in effect a final, non-appealable Order of a court of competent jurisdiction in effect precluding consummation of the Transactions; provided, however, that the right to terminate this Agreement under this Section 9.2(e) will not be available to any Party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the Order.

Section 9.3 Remedies Upon Termination. If this Agreement is validly terminated under Section 9.2, then it will forthwith become null and void, and each of the Parties (and any equityholder, Affiliate, director, officer, employee, agent, advisor, accountant, attorney, consultant or other representative of such Party) will be relieved of its duties, liabilities and obligations to any other Party under this Agreement and no Party will have any claim against any other Party (or any equityholder, Affiliate, director, officer, employee, agent, advisor, accountant, attorney, consultant or other representative of such Party) other than the provisions of this Section 9.3, Section 5.5, and Article XI, which will survive any termination of this Agreement under Section 9.2; provided, however, that nothing contained in this Section 9.3 will relieve any Party from liabilities, losses or damages arising out of Fraud or any willful and intentional breach by such Party of this Agreement occurring prior to the termination of this Agreement.

ARTICLE X

CERTAIN LIMITATIONS

Section 10.1 Limitation on Warranties; No Reliance. Except for the representations and warranties expressly set forth in Article III, (a) none of the Target Companies is making or will not be deemed to have made, and none of the Target Companies or any Equityholder (or any other Person) will have or be subject to any losses, claims, liabilities or other damages arising out of, relating to, or resulting from, any other representation or warranty, written or oral, common law or statutory, express or implied (including with respect to non-infringement, merchantability or suitability for fitness for any particular purpose), as to the accuracy or completeness of, or the distribution to, or use by, Purchaser or Merger Sub, of, any advice, document, or other information regarding the Units, any Target Company, or the business, financial condition, assets (including the condition, value, quality, or suitability of any asset), or Liabilities

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of any Target Company, including Forward-Looking Statements (any of the foregoing, an “Extra-Contractual Statement”). Purchaser and Merger Sub hereby acknowledge and agree that, except as expressly provided in Article III, Purchaser is acquiring the Target Companies, their respective assets, and the Units on an “as is, where is” basis. Except as expressly provided in Article III, none of any Target Company, any Equityholder, or the Equityholder Representative have made, and each Target Company, each Equityholder, and the Equityholder Representative hereby expressly disclaim and negate, and each of Purchaser and Merger Sub hereby expressly waives and is not relying on, any Extra-Contractual Statement (including any express or implied warranty relating to the Units, or any asset (tangible, intangible, or mixed) of any Target Company, including warranties of fitness, non-infringement, merchantability or suitability or fitness or a particular purpose), and each of Purchaser and Merger Sub hereby expressly waives and relinquishes any and all rights, claims, and causes of action in connection with, the accuracy, completeness, or materiality of any Extra-Contractual Statement heretofore furnished or made available to Purchaser, Merger, or their respective representatives or Affiliates by or on behalf of any Equityholder, or any Target Company (it being intended that no such prior Extra-Contractual Statement will survive the execution and delivery hereof).

Section 10.2 Disclosure Schedule. All representations and warranties of the Company in this Agreement are made subject to and modified by the exceptions noted in the schedules delivered by the Company to Purchaser concurrently herewith and identified as the “Disclosure Schedule.” A disclosure made by the Company in any Section of the Disclosure Schedule (or subparts thereof) that reasonably informs Purchaser of information with respect to another Section of this Agreement or the Disclosure Schedule (or subparts thereof) in order to avoid a misrepresentation thereunder shall be deemed to be incorporated by this reference in each of the other Disclosure Schedules to the extent that it is reasonably apparent on its face that such incorporated disclosure relates to the subject matter of the disclosure schedule into which it is being incorporated. Information reflected in the Disclosure Schedule is not necessarily limited to matters required hereby to be reflected in the Disclosure Schedule. Such additional information is set forth for informational purposes and does not necessarily include other matters of a similar nature. Disclosure of such additional information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed, and disclosure of such information shall not be deemed to enlarge or enhance any of the representations or warranties in this Agreement or otherwise alter in any way the terms of this Agreement. Inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is material to the business, assets, liabilities, financial position, operations or results of operations of any Target Company.

Section 10.3 Specific Performance; No Other Remedies; No Recourse.

(a) Each Party acknowledges and agrees that the rights and obligations of each Party set forth in this Agreement, including each Party’s rights to consummate the Transactions, are unique and that, if this Agreement is not performed in accordance with its terms or is otherwise breached, a non-breaching Party shall be damaged irreparably and have no adequate remedy at Law. Accordingly, the Parties agree that any such non-breaching Party shall have the right, in addition to any other rights and remedies existing in its favor at Law or in equity, to enforce such Person’s rights and the breaching Party’s obligations under this Agreement by bringing an action or actions for specific performance (including for specific performance of any and all of the Transactions), injunctive or other equitable relief (without posting of bond or other security). Each Party further agrees that, in the event of any such action for specific performance, injunctive or other equitable relief by another Party, it shall not assert the defense that a remedy at law would be adequate.

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(b) Except for the rights of the D&O Indemnified Persons under Section 5.6, injunctive and provisional relief (including as set forth in Section 10.3(a)), and in the case of Fraud, (i) the sole and exclusive remedy for any claims for any inaccuracy or breach of any representation or warranty of the Company in this Agreement will be to recover from the RWI Policy and (ii) (A) this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such, (B) none of the Non-Recourse Parties will have any liability (whether in Contract, tort, equity, strict liability or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of the Company or for any claim (including any claim by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of the Company set forth or contained in this Agreement or in any exhibit or schedule hereto or any certificate delivered hereunder) based upon, arising out of or related to this Agreement, and (C) to the maximum extent permitted by Law, Purchaser, for itself and on behalf of its Affiliates and Representatives, hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all claims, demands, causes of action and other remedies of such Person against the Non-Recourse Parties as a matter of Contract, tort, equity, strict liability, under or based upon any applicable Law or otherwise (including for rescission) based upon, arising out of or related to this Agreement; provided, that nothing in this Section 10.3 shall in any way limit or qualify the obligations and liabilities of any of the parties to the Restrictive Covenant Agreements.

Section 10.4 Non-Survival. The Parties, intending to modify any applicable statute of limitations, agree that (a) all representations and warranties in this Agreement (including the Disclosure Schedule and exhibits attached hereto and the certificates delivered pursuant hereto) shall terminate effective as of the Closing and shall not survive the Closing for any purpose and (b) after the Closing, there shall be no liability on the part of any Party, nor shall any claim be made by any Person in respect of any covenant or agreement in this Agreement required to be performed prior to the Closing. All covenants and agreements that contemplate performance after the Closing shall survive the Closing for the period expressly specified therein. Notwithstanding the foregoing or anything herein to the contrary, this Section 10.4 shall not (x) limit any claim or recovery or rights available to Purchaser under the RWI Policy or (y) prevent or limit any claim based upon Fraud in the making of the representations and warranties in this Agreement (including the Disclosure Schedule and exhibits attached hereto and the certificates delivered pursuant hereto).

ARTICLE XI

MISCELLANEOUS

Section 11.1 Expenses. Except as otherwise provided in this Agreement (including as set forth in Section 5.6(b), Section 5.9 and Section 7.2), each Party shall bear all fees and expenses incurred by such Party in connection with, relating to or arising out of the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the Transactions, including financial advisors’, attorneys’, accountants’, and other professional fees and expenses in connection with the Transactions; provided that Purchaser shall be solely responsible for all fees payable to the Escrow Agent in accordance with the Escrow Agreement and all fees payable to the Paying Agent in accordance with the Paying Agent Agreement.

Section 11.2 Publicity. The Parties shall, and shall cause each of their Affiliates and Representatives to, maintain the confidentiality of this Agreement and shall not, and shall cause each of their Affiliates and its and their respective Representatives not to, issue or cause the publication of any press release or other public announcement with respect to this Agreement or the Transactions except with the prior agreement of the Company (prior to Closing) and the Equityholder Representative (after the Closing) and Purchaser (and the Parties shall use reasonable efforts to consult and agree with each other regarding the content of any press release or other public announcements so required); provided, however, that a Party

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may, without the prior consent of the other Parties, issue or cause the publication of any such press release, public announcement or disclosure to the extent that such Party reasonably determines such action to be required by Law or regulatory rules (including any listing agreement with any securities exchange or stock market). Notwithstanding the foregoing: (a) the Parties may make any press release or other public announcement concerning this Agreement and the Transactions to the extent that such release or announcement contains solely information previously publicly disclosed in accordance with this Section 11.2; (b) the Parties may make disclosures to their respective Representatives as necessary in connection with the ordinary conduct of their respective businesses or as necessary to assist such Party in exercising its rights or satisfying and performing its covenants and obligations under this Agreement, provided that the provisions of this Section 11.2 shall apply to such Representatives and the Party disclosing such information shall be responsible for any breach of the provisions hereof by them to the same extent as if they were the applicable party’s actions or failure to act; (c) each Target Company may make any announcement to its employees, equityholders, customers or other business relations, in each case, that such Target Company reasonably believes is reasonably required or desirable; (d) Purchaser, and its Affiliates and each of their respective Representatives, may make disclosures to any lenders or potential lenders or any investors or potential investors in connection with the Debt Financing, subject to the receipt of customary confidentiality undertakings from such Persons; (e) Purchaser, and its Affiliates and each of their respective Representatives, may make disclosures in the OP Form 10; and (f) following Closing, the Equityholder Representative shall be permitted to disclose information to the Equityholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto. Notwithstanding anything herein to the contrary, following Closing and after the public announcement of the Transaction, the Equityholder Representative shall be permitted to announce that it has been engaged to serve as the Equityholder Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof.

Section 11.3 Notices. All notices, requests, claims, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed delivered (a) if delivered by mail, three (3) Business Days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested; (b) if delivered by hand, when actually delivered; (c) if delivered by nationally recognized private courier, on the date delivery is promised by the courier; or (d) if delivered by confirmed or acknowledged (including by any response to such email) email, on the date sent. All notices shall be addressed as follows:

If to the Company (before the Closing):

Simms Fishing Products LLC

177 Garden Drive

Bozeman, Montana 59718

Attention: K.C. Walsh and Stacie Bruno

Email: kcwalsh@simmsfishing.com;

            stacie.bruno@simmsfishing.com

If to the Equityholder Representative

Shareholder Representative Services LLC

950 17^th Street, Suite 1400

Denver, CO 80202

Attention: Managing Director

Email: deals@srsacquiom.com

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with a copy (which will not constitute notice) to:

Perkins Coie LLP

1900 Sixteenth Street, Suite 1400

Denver, Colorado 80202

Attention: Nathaniel Ford

Email: nford@perkinscoie.com

If to any of the Company (following the Closing), Purchaser, Merger Sub or the Parent:

Vista Outdoor Operations LLC

c/o Vista Outdoor Inc.

1 Vista Way

Anoka, MN 55303

Attention: Dylan S. Ramsey

Facsimile: +1 801-447-3039

Email: Dylan.Ramsey@VistaOutdoor.com

with a copy (which will not constitute notice) to:

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

Attention: Christopher M. Sheaffer and Anatoliy Rozental

Facsimile: (212) 521-5450

Email: CSheaffer@ReedSmith.com;

            ARozental@ReedSmith.com

or to such other respective addresses or addressees as may be designated by notice given in accordance with the provisions of this Section 11.3.

Section 11.4 Entire Agreement; Amendments. This Agreement, the Exhibits and Schedules hereto, the Confidentiality Agreement and the other Transaction Documents constitute the entire agreement among the Parties and supersede all other prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter of this Agreement and thereof, including any data room agreement, bid letter, term sheet, summary issues list, or other agreement or information. Each Exhibit and Schedule to this Agreement shall be considered incorporated into this Agreement. Any amendments, or alternative or supplementary provisions, to this Agreement must be made in writing and duly executed by Purchaser and the Equityholder Representative.

Section 11.5 Non-Waiver. The failure in any one or more instances of a Party to insist upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right or privilege herein conferred, or the waiver by such Party of any breach of any of the terms, covenants or conditions of this Agreement, will not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same will continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver will be effective unless it is in writing and signed by Purchaser and the Equityholder Representative.

Section 11.6 Counterparts. This Agreement may be executed in one or more separate counterparts, including by means of facsimile, email, or other electronic means, each of which when so executed and delivered will be deemed an original and all of which taken together will constitute one and the same Agreement.

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Section 11.7 Delivery by Electronic Transmission. This Agreement and any other Transaction Document, and any amendments hereto or thereto, to the extent signed and delivered by means of a .PDF or other electronic transmission, will be treated in all manner and respects as an original Contract and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party or any party to any such Contract, each other Party or party thereto will re-execute original forms thereof and deliver them to all other Parties or parties thereto. No Party or any party to any such Contract will raise the use of a PDF or other electronic transmission to deliver a signature or the fact that any signature or Contract was transmitted or communicated through the use of PDF or other electronic transmission as a defense to the formation of a Contract and each such Party forever waives any such defense.

Section 11.8 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and, for purposes of such jurisdiction, such provision or portion thereof will be struck from the remainder of this Agreement, which will remain in full force and effect. This Agreement will be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the Parties under this Agreement.

Section 11.9 Applicable Law. This Agreement, and any dispute or controversy related to or arising, directly or indirectly, out of, caused by or resulting from this Agreement (a “Controversy”), will be governed by and construed in accordance with the domestic Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Section 11.10 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties, the Non-Recourse Parties and the D&O Indemnified Persons as specifically described in this Agreement, and, except as set forth above, no provision of this Agreement will be deemed to or will confer any remedy, claim or right upon any third party. Without limiting the generality of the foregoing, the Parties expressly confirm their agreement that, in addition to the Parties, the Non-Recourse Parties and the D&O Indemnified Persons will also enjoy the benefits in this Agreement as intended third-party beneficiaries with respect to the provisions that are expressly stated to be in their favor. In this regard, the Parties agree that such Persons will have the right to enforce those provisions directly against the applicable Party.

Section 11.11 Binding Effect; Benefit. This Agreement will inure solely to the benefit of and be binding upon the Parties, and their successors and permitted assigns.

Section 11.12 Assignment. This Agreement may not be assigned or otherwise transferred by Purchaser, Merger Sub or the Company without the prior written consent of the other Parties; provided, that Purchaser may assign its rights under this Agreement to any secured lender (including any agent or other representative thereof) as collateral security for their obligations under any of their secured debt financing arrangements (including the Debt Financing) and any refinancing, extensions, refunding or renewals thereof, without the consent of the Company (before the Closing) or the Equityholder Representative (after the Closing); provided further that, any such assignment shall not relieve Purchaser of any of its obligation under this Agreement. Any purported assignment in violation of this Section 11.12 shall be null and void.

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Section 11.13 Waiver of Trial by Jury. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY CONTROVERSY (AS DEFINED IN SECTION 11.9) (INCLUDING ANY PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY’S RIGHTS UNDER THIS AGREEMENT). FOR THE AVOIDANCE OF DOUBT, THIS SECTION 11.13 WILL NOT APPLY TO ANY ACTION BETWEEN THE INSURER OF THE RWI POLICY AND ANY INSURED UNDER THAT POLICY.

Section 11.14 Consent to Jurisdiction. EXCEPT FOR A DISPUTE THAT, AS SPECIFIED IN SECTION 2.10, WILL BE RESOLVED SOLELY AND EXCLUSIVELY BY THE ACCOUNTANT EXPERT (IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 2.10), EACH PARTY AGREES TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT OR, IF THAT COURT LACKS OR DECLINES TO EXERCISE JURISDICTION, ANY OTHER STATE COURT OR FEDERAL COURT LOCATED WITHIN THE CITY OF WILMINGTON, DELAWARE, WITH RESPECT TO ANY CONTROVERSY (AS DEFINED IN SECTION 11.9) (INCLUDING ANY PROCEEDING SEEKING ENFORCEMENT OF ANY PARTY’S RIGHTS UNDER THIS AGREEMENT), AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SERVICES OF PROCESS BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO IT AT ITS ADDRESS AS SET FORTH IN SECTION 11.3, AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED WHEN RECEIVED. EACH PARTY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED RELATING TO ANY CONTROVERSY IN ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION 11.14. NOTHING IN THIS SECTION 11.14 WILL AFFECT THE RIGHTS OF THE PARTIES TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 11.14 WILL NOT APPLY TO ANY ACTION BETWEEN THE INSURER OF THE RWI POLICY AND ANY INSURED UNDER THAT POLICY.

Section 11.15 Legal Representation.

(a) Each of the Parties acknowledges that Perkins Coie LLP (“PC”) currently serves as counsel to the Company, including in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Transaction Documents and the consummation of the Transactions. There may come a time, including after consummation of Transactions, when the interests of the Equityholders and the Company may no longer be aligned. The Parties understand and specifically agree that PC may, in connection with the Transactions, represent the Equityholders and the Equityholder Representative, even if the interests of the Equityholders and the interests of the Company or the Surviving Company are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or the Transactions, and even though PC may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for the Company or any of its Affiliates, and Purchaser, Merger Sub, and the Company hereby consent thereto and waive any conflict of interest arising therefrom.

(b) Notwithstanding anything to the contrary contained herein, the Parties intend that all communications at or prior to the Closing between the Company and the Equityholders, on the one hand, and any of their attorneys, on the other hand, including all communications relating to the negotiation of the Transactions and any alternative transactions (collectively, the “Protected Communications”), and all associated rights to assert, waive and otherwise administer the attorney-client privilege and rights of confidentiality of the Company or the Equityholders (the “Associated Rights”), will, from and after the Closing, rest exclusively with the Equityholders and the Equityholder Representative and will not be

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transferred, assigned, conveyed or delivered, by operation of law or otherwise, to Purchaser, Merger Sub or any of its Affiliates (including, after the Closing, the Surviving Company) or any successor or assign of any of the foregoing (collectively, the “Purchaser Group”). Accordingly, the Parties hereby agree that, as of immediately prior to the Closing, for the consideration set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) all Protected Communications and Associated Rights are, and will be deemed for all purposes, transferred, assigned, conveyed and delivered in full to the Equityholders, and (ii) no member of the Purchaser Group (including, after the Closing, the Surviving Company) will have any right, title, interest or benefit in or to any of the Protected Communications or any Associated Rights. Without limiting the foregoing, the Parties acknowledge the decision of the Delaware Chancery Court in Great Hill Equity Partners IV, LP, et al. v. SIG Growth Equity Fund, I, LLLP, et al. (Civil Action No. 7905-CS, November 15, 2013) and desire to expressly exclude the Protected Communications and Associated Rights from the assets, rights, privileges and benefits of the Company that might otherwise be transferred or assigned to any member of the Purchaser Group by operation of law or otherwise.

(c) Each of Purchaser and Merger Sub hereby agrees, on its own behalf and on behalf of the other members of the Purchaser Group (including, after the Closing, the Surviving Company), from and after the Closing, that the Equityholders (i) will have the right to take possession and control of all Protected Communications effective as of the Closing, and (ii) if and to the extent the Equityholders fail to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of its rights under this Section 11.15), the Equityholders will have the right to access and copy, from time to time, any Personal Information in the possession or control of any member of the Purchaser Group from and after the Closing, during normal business hours and with reasonable prior written notice, as may be reasonably necessary in connection with any post-Closing matter, whether or not such matter is known to any member of the Purchaser Group, in each, in the Equityholders sole cost and expense. If and to the extent that, at any time from and after the Closing, any member of the Purchaser Group will have any right or opportunity to assert or waive an attorney-client privilege or right of confidentiality with respect to any Protected Communication, each member of the Purchaser Group will not, and will cause the other members of the Purchaser Group not to, waive such privilege or right of confidentiality without the prior written consent of the Equityholder Representative (which consent may be withheld, conditioned or delayed in its sole discretion).

Section 11.16 Parent Guarantee. The Parent hereby absolutely, unconditionally and irrevocably guarantees the payment and performance of all of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”), in each case, when and to the extent that, any such Parent Obligations shall become due and payable; provided, however, that the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunder. The Parent agrees that the guaranty set forth in this Section 11.16 is a present and continuing guaranty of payment and not of collectability, and that the Company shall not be required to prosecute collection, enforcement or other remedies against Purchaser or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on the Parent for payment or performance. The Parent agrees that if, for any reason, Purchaser shall fail or be unable to pay or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant to this Section 11.16 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Parent may have against the Company or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Parent shall have any knowledge thereof). The execution, delivery and performance by the Parent of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the due

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authorization, execution and delivery by the Company, this Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions.

[The remainder of this page is intentionally left blank.]

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The Parties have executed this Agreement as of the date indicated in the first sentence of this Agreement.

PURCHASER:
VISTA OUTDOOR OPERATIONS LLC
By:	/s/ Sudhanshu Priyadarshi
Name: Sudhanshu Priyadarshi
Title: Chief Financial Officer
MERGER SUB:
TROPHY MERGER SUB, LLC
By:	/s/ Sudhanshu Priyadarshi
Name: Sudhanshu Priyadarshi
Title: Chief Financial Officer
PARENT:
VISTA OUTDOOR INC.
By:	/s/ Sudhanshu Priyadarshi
Name: Sudhanshu Priyadarshi
Title: Chief Financial Officer

Signature Page to Agreement and Plan of Merger

COMPANY:
SIMMS FISHING PRODUCTS LLC
By:	/s/ Richard C. Sheahan
Name: Richard C. Sheahan
Title: Chief Executive Officer

Signature Page to Agreement and Plan of Merger

EQUITYHOLDER REPRESENTATIVE:
SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Equityholder Representative
By:	/s/ Sam Riffe
Name: Sam Riffe
Title: Managing Director

EXHIBIT A

ACCOUNTING PRINCIPLES AND WORKING CAPITAL ILLUSTRATIVE EXAMPLE

See attached.

EXHIBIT B

FORM OF CERTIFICATE OF MERGER

See attached.

EXHIBIT C

FORM OF MERGER CONSIDERATION SCHEDULE

See attached.

EXHIBIT D

FORM OF ESCROW AGREEMENT

See attached.

EXHIBIT E

FORM OF PAYING AGENT AGREEMENT

See attached.

EXHIBIT F

FORM OF LETTER OF TRANSMITTAL

See attached.

EXHIBIT G

ALLOCATION STATEMENT

See attached.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

[●]

[●], a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify the following:

A. The Corporation was incorporated under the name “Outdoor Products Spinco Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on August 16, 2022 (the “Original Certificate of Incorporation”). [The name of the Corporation was changed to [●] by amendment to the Original Certificate of Incorporation on [●].]

B. This Amended and Restated Certificate of Incorporation of the Corporation (this “Certificate”), which both amends and restates the provisions of the Corporation’s Original Certificate of Incorporation, was duly adopted by the Board of Directors of the Corporation and approved by the stockholders in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

C. The Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

SECTION 1.01. Name. The name of the Corporation is [●].

ARTICLE II

SECTION 2.01. Registered Office. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

SECTION 3.01. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

SECTION 4.01. Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 550,000,000 shares, consisting of (a) 500,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), and (b) 50,000,000 shares of Preferred Stock, par value $1.00 per share (“Preferred Stock”). The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of Preferred Stock or Common Stock voting separately as a class shall be required therefor.

SECTION 4.02. Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized, by resolution or resolutions and by filing a certificate pursuant to applicable law, and subject to any

limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights or privileges, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The voting powers, preferences and relative, participating, optional and other special rights and privileges of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

SECTION 4.03. Voting Rights. (a) Except as otherwise required by law or this Certificate, each holder of Common Stock, as such, shall be entitled to one vote in person or by proxy for each share of Common Stock held of record by such holder on all matters on which stockholders are generally entitled to vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (including any Certificate of Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any Certificate of Designation relating to any series of Preferred Stock) or pursuant to the DGCL.

(b) Except as otherwise required by law or this Certificate, holders of a series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto pursuant to this Article IV (including any Certificate of Designation relating to such series).

ARTICLE V

SECTION 5.01. Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board. Subject to the rights of holders of any outstanding series of Preferred Stock with respect to the election of directors, the number of the directors of the Corporation shall be fixed from time to time by resolution of the Board.

SECTION 5.02. Elections. Subject to the rights of holders of any outstanding series of Preferred Stock with respect to the election of directors, effective upon the distribution by Vista Outdoor Inc. (“Vista Outdoor”) of all of the outstanding shares of the Corporation’s common stock to the holders of Vista Outdoor common stock (the date of such distribution, the “Distribution Date”), pursuant to an effective registration statement filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the directors of the Corporation shall be divided into three classes, hereby designated Class I, Class II and Class III. The initial assignment of members of the Board to each such class shall be made by the Board. The term of office of the initial Class I directors shall expire at the first annual meeting of the stockholders following the Distribution Date, the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Distribution Date and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Distribution Date. At the first annual meeting of stockholders following the Distribution Date, each of the successors elected to replace the directors of a Class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified; at the second annual meeting of stockholders following the Distribution Date, each of the successors elected to replace the directors of the Class whose term shall have expired at such annual meeting shall be elected to hold office until the second annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified; and at the third annual meeting of stockholders following the Distribution Date, each of the successors elected to replace the directors of the Class whose term shall have expired at such annual meeting shall be elected to hold office until the annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. Commencing with the fourth annual meeting of stockholders following the Distribution Date and at all subsequent annual meetings of stockholders, the Board

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will no longer be classified under Section 141(d) of the DGCL and all directors shall be elected for a term of office to expire at the next succeeding annual meeting of stockholders.

SECTION 5.03. Filling of Newly Created Directorships and Vacancies. Subject to the rights of holders of any outstanding series of Preferred Stock with respect to the election of directors, newly created directorships resulting from any increase in the number of directors and vacancies on the Board resulting from death, resignation, disqualification, removal or other cause shall only be filled by the Board, and not by the stockholders, by the affirmative vote of a majority of the remaining directors then in office or, if there is only one remaining director in office, then by such sole remaining director, even though less than a quorum of the Board. Any director elected in accordance with the process described in the immediately preceding sentence prior to the fourth annual meeting of stockholders following the Distribution Date shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and to which he or she was appointed and thereafter until such director’s successor shall have been duly elected and qualified. Any director elected in accordance with the process described in the first sentence of this Section 5.03 from and including the fourth annual meeting of stockholders following the Distribution Date shall hold office for a term expiring at the next annual meeting of stockholders and shall remain in office until such director’s successor shall have been duly elected and qualified.

SECTION 5.04. Removal. Subject to the rights of holders of any outstanding series of Preferred Stock with respect to the election of directors, following the Distribution Date, a director may be removed from office by the stockholders of the Corporation (i) until the fourth annual meeting of stockholders following the Distribution Date, only for cause by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon and (ii) from and including the fourth annual meeting of stockholders following the Distribution Date, with or without cause by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

SECTION 5.05. Advance Notice. Advance notice of stockholder nominations of the directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the bylaws of the Corporation.

ARTICLE VI

SECTION 6.01. Bylaws. In furtherance of the powers conferred upon it by law, the Board is expressly authorized to adopt, repeal, alter or amend the bylaws of the Corporation by the affirmative vote of a majority of the total number of authorized directors, whether or not there exist any vacancies on the Board.

ARTICLE VII

SECTION 7.01. Limitation on Director and Officer Liability. To the fullest extent that the DGCL or any other law of the State of Delaware as it exists or as it may hereafter be amended permits the limitation or elimination of the liability of directors or officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. To the fullest extent permitted by law, for purposes of this Section 7.01, “fiduciary duty as a director or officer” shall include, without limitation, any fiduciary duty arising from serving at the Corporation’s request as a director of another corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, organization, employee benefit plan or other legal entity or enterprise.

SECTION 7.02. Indemnification of Directors and Officers. To the fullest extent that the DGCL or any other law of the State of Delaware as it exists or as it may hereafter be amended permits, the Corporation may provide indemnification of (and advancement of expenses to) its current and former directors, officers and agents (and any other persons to which the DGCL permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise.

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SECTION 7.03. Limitation on Effect of Amendment or Repeal. No amendment to or repeal of any Section of this Article VII, nor the adoption of any provision of this Certificate inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VIII

SECTION 8.01. Action by Written Consent. Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, and may not be effected by written consent in lieu of a meeting.

SECTION 8.02. Special Meetings. Except as otherwise required by law and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock with respect to special meetings of the holders thereof, special meetings of the stockholders of the Corporation may be called only by the Board, the Chairman of the Board, the Chief Executive Officer or (in the absence of the Chief Executive Officer) the president. Special meetings of the stockholders of the Corporation may not be called by the stockholders.

ARTICLE IX

SECTION 9.01. Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, this Certificate or the bylaws of the Corporation, or (iv) any action asserting a claim governed by the internal affairs doctrine, except, in the case of clauses (i) through (iv), for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within 10 days following such determination), any claim that is subject to the exclusive jurisdiction of a court or forum other than the Court of Chancery, or any claim for which the Court of Chancery does not have subject matter jurisdiction, and (b) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Notwithstanding the foregoing, the provisions of this Section 9.01 shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

ARTICLE X

SECTION 10.01. Amendments. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate (including any rights, preferences or other designations of Preferred Stock), in the manner now or hereafter prescribed by this Certificate and the DGCL; and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article X.

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IN WITNESS WHEREOF, I, [●], a duly authorized officer of [●], have executed this Certificate as of the [●] day of [●], [●].

Name: [●]

Title:   [●]

5

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

[●]

Amended and Restated as of [●]

ARTICLE I

Offices

SECTION 1.01. Registered Office. The registered office of [●] (the “Corporation”) in the State of Delaware shall be 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The resident agent in charge thereof shall be The Corporation Trust Company, or such other office or agent as the Board of Directors of the Corporation (the “Board”) shall from time to time select.

SECTION 1.02. Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01. Annual Meetings. The annual meeting of the stockholders of the Corporation (the “Stockholders”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such hour as shall from time to time be fixed by the Board.

SECTION 2.02. Special Meetings. Except as otherwise required by law or by the certificate of incorporation of the Corporation (the “Certificate”) and subject to the rights of the holders of any series of preferred stock of the Corporation (the “Preferred Stock”) with respect to special meetings of the holders thereof, special meetings of the Stockholders may be called at any time only by the Board, the Chair of the Board (the “Chair”), the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or (in the absence of the Chief Executive Officer) the president of the Corporation.

SECTION 2.03. Time and Place of Meetings. The meetings of the Stockholders shall be held at such time as shall from time to time be fixed by the Board and at such place, either within or without the State of Delaware, as shall be fixed, or authorized to be fixed, by the Board. If no designation is made by the Board, the place of meeting shall be the principal executive offices of the Corporation. The Board may, in its sole discretion, determine that the meetings shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”) (or any successor provision thereto).

SECTION 2.04. Notice of Meetings. Except as otherwise required by law or by the Certificate, notice of each meeting of the Stockholders, whether annual or special, shall be given not less than 10 days nor more than 60 days before the date of the meeting to each Stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the

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Stockholder at such Stockholder’s address as it appears on the records of the Corporation. Each such notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the Stockholders entitled to vote at the meeting, if such date is different from the record date for determining Stockholders entitled to notice of the meeting, and, in the case of special meetings, the purpose or purposes for which such special meeting is called. Notice of adjournment of a meeting of the Stockholders need not be given if the place, if any, date and hour to which it is adjourned, and the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, (i) are announced at such meeting, (ii) are displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) are set forth in the notice of meeting given in accordance with these Bylaws, in each case unless the adjournment is for more than 30 days or, after adjournment, a new record date is fixed for the adjourned meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If after adjournment a new record date is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with the DGCL and notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at such meeting. Such further notice shall be given as may be required by law.

SECTION 2.05. Quorum, Adjournment and Postponement. (a) Except as otherwise required by law, the Certificate or these bylaws of the Corporation (these “Bylaws”), or to the extent that the presence of a larger number of Stockholders may be required by the rules of any stock exchange upon which the Corporation’s shares of capital stock are listed, the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Stockholders; provided, however, that, except as required by law, the Certificate or these Bylaws, or the rules of any stock exchange upon which the Corporation’s shares of capital stock are listed, if specified business is to be voted on by a class of the Corporation’s capital stock or a series of the Corporation’s capital stock voting as a class, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum for the transaction of such specified business. To the fullest extent permitted by law, the Stockholders present at a duly organized meeting may continue to transact any business for which a quorum existed at the commencement of such meeting until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

(b) The chair of the meeting or the Stockholders, by the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote represented at a meeting of the Stockholders, may adjourn the meeting from time to time (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), whether or not there is such a quorum (or, in the case of specified business to be voted on by a class or series, the chair of the meeting or the Stockholders, by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of such class or series so represented, may adjourn the meeting with respect to such specified business). At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

(c) Any previously scheduled meeting of the Stockholders may be postponed, and any previously scheduled special meeting of the Stockholders may be canceled, by the Board prior to the time previously scheduled for such meeting of Stockholders to the fullest extent permitted by law.

SECTION 2.06. Proxies. At all meetings of the Stockholders, a Stockholder may vote by proxy as may be permitted by law; provided, however, that no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any proxy to be used at a meeting of the Stockholders must be delivered to the Secretary of the Corporation (the “Secretary”) or his or her representative at the principal executive offices of the Corporation at or before the time of the meeting. The authorization of a person to act as a proxy may be

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documented, signed and delivered in accordance with Section 116 of the DGCL; provided that such authorization shall set forth, or be delivered with information enabling the Corporation to determine, the identity of the Stockholder granting such authorization. Any Stockholder directly or indirectly soliciting proxies from other Stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board. A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. In the event that the Corporation receives one or more proxy votes for disqualified or withdrawn nominees for the Board, such votes for such disqualified or withdrawn nominees will be treated as abstentions.

SECTION 2.07. Notice of Stockholder Business and Nominations. (a) Annual Meetings of the Stockholders. (i) Nominations of persons for election to the Board and the proposal of business to be considered by the Stockholders may be made at an annual meeting of the Stockholders (A) pursuant to the Corporation’s notice of meeting delivered pursuant to Section 2.04 of this Article II, (B) by or at the direction of the Board or (C) by any Stockholder who is entitled to vote at the meeting on the election of directors or such business (as applicable), who complies with the notice procedures applicable to such Stockholder set forth in this Section 2.07 and who is a Stockholder of record (I) at the time such notice is delivered to the Secretary, (II) on the record date for the determination of Stockholders entitled to notice of the annual meeting, (III) on the record date for the determination of Stockholders entitled to vote at the annual meeting, and (IV) at the time of the annual meeting. For the avoidance of doubt, the foregoing clause (C) shall be the exclusive means for a Stockholder to make nominations or propose business (other than business included in the Corporation’s proxy materials (including any proxy card or written ballot) pursuant to Rule 14a-8 under the Exchange Act (as defined below)) at an annual meeting of Stockholders.

(ii) For director nominations or other business to be properly brought before an annual meeting of the Stockholders by a Stockholder pursuant to Section 2.07(a)(i)(C), the Stockholder must give timely notice thereof in proper written form to the Secretary and, in the case of business other than nominations, such other business must otherwise be a proper matter for Stockholder action and the Covered Person (as defined herein) must have acted in accordance with the representations in the Solicitation Statement (as defined herein) required by these Bylaws. To be timely, a Stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting as specified in the Corporation’s first notice of such annual meeting (without regard to any adjournment, postponement or other delay of such annual meeting occurring after such notice was first sent); provided, however, that, subject to the following sentence, in the event that the date of the annual meeting specified in the Corporation’s proxy statement for the current year is advanced by more than 30 days, or delayed by more than 90 days, from such anniversary date, or if no annual meeting was held in the preceding year, notice by the Stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the later of the 90th day prior to such annual meeting and the 10th day following the day on which the Public Announcement (as defined below) of the date of such meeting is first made by the Corporation. In no event shall an adjournment, postponement or other delay of an annual meeting commence a new time period (or extend any time period) for the giving of a Stockholder’s notice as described in this Section 2.07. In order to be in proper written form, such Stockholder’s notice must include the following information and documents, as applicable:

(A) the name and address of the Stockholder giving the notice, as they appear on the Corporation’s books, and of the Beneficial Owner (as defined below) of capital stock of the Corporation, if any, on whose behalf such nomination or proposal of other business is made;

(B) representations that, as of the date of delivery of such notice, such Stockholder is a holder of record of capital stock of the Corporation and is entitled to vote at such meeting and will appear in person or by proxy at such meeting to propose and vote for such nomination and/or any such other business;

(C) as to each person whom the Stockholder proposes to nominate for election or reelection as a director (a “Stockholder Nominee”), (1) such Stockholder Nominee’s name, age, business address,

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residence address and principal occupation or employment, (2) the class, series and number of shares of the Corporation that are held of record or Beneficially Owned (as defined below) by such Stockholder Nominee (specifying the type of ownership), including any rights to acquire Beneficial Ownership at any time in the future, whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition, together with documentary evidence of such record ownership or Beneficial Ownership, including the date such securities were acquired, and a description of any pledge by the Stockholder Nominee with respect to such securities, (3) a description of any Derivative Interest (as defined below), (4) such Stockholder Nominee’s written consent (I) to being named as a nominee of such nominating Stockholder, (II) to being named in any proxy statement for the applicable meeting as a nominee and (III) to serving as a director of the Corporation, if elected, (5) a description of any direct or indirect compensatory, payment, indemnification or other financial agreement, arrangement or understanding that such Stockholder Nominee has, or has had within the past three years, with any Person (as defined below), other than the Corporation (including, without limitation, the amount of any payment or payments received or receivable thereunder), in each case in connection with candidacy or service as a director of the Corporation (any such agreement or understanding, a “Third Party Compensatory Agreement”), (6) a description of any other material relationships between such Stockholder Nominee, such Stockholder Nominee’s Affiliates or Associates (each as defined under Regulation 12B under the Exchange Act or any successor provision thereto) or others acting in concert with them, on the one hand, and such Stockholder, the Beneficial Owner, if any, on whose behalf the nomination is made, any of their respective Affiliates or Associates or others acting in concert with them, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to item 404 under Regulation S-K if such Stockholder, Beneficial Owner, Affiliate, Associate or other person were the “registrant” for purposes of such rule and such Stockholder Nominee were a director or executive officer of such registrant, (7) a written representation and undertaking from such Stockholder Nominee in the form required by the Corporation (which form the Stockholder shall request in writing from the Secretary and which the Secretary shall provide to such Stockholder within 10 days after receiving such request) that (I) unless previously disclosed to the Corporation, such Stockholder Nominee is not, and will not become, a party to any voting agreement, arrangement, commitment, assurance or understanding with any Person as to how such Stockholder Nominee, if elected as a director, will vote on any issue, (II) unless previously disclosed to the Corporation, such Stockholder Nominee is not, and will not become, a party to any Third-Party Compensatory Agreement, (III) if elected as a director, such Stockholder Nominee would be in compliance, and will continue to comply, with applicable law, the rules of any securities exchanges on which the Corporation’s securities are listed, the Certificate, these Bylaws, the Corporation’s corporate governance, conflict of interest, confidentiality, stock ownership and trading guidelines, and other policies and guidelines applicable to directors and in effect during such Stockholder Nominee’s term in office as a director (which will be provided to such Stockholder Nominee within five business days after the Secretary receives any written request therefor from such Stockholder Nominee), (IV) such Stockholder Nominee, if elected, intends to serve a full term on the Board, (V) such Stockholder Nominee will provide facts, statements and other information in all communications with the Corporation and its Stockholders that are or will be true and correct and that do not and will not omit to state any fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading, and (VI) such Stockholder Nominee will tender his or her resignation as a director of the Corporation if the Board determines that such Stockholder Nominee failed to comply with the provisions of this Section 2.07(a)(ii)(C) in any material respect, provides such Stockholder Nominee notice of any such determination, and, if such non-compliance may be cured, such Stockholder Nominee fails to cure such non-compliance within 10 business days of such notice to such Stockholder Nominee; (8) all information relating to such Stockholder Nominee that is required to be disclosed in connection with solicitations of proxies for election of directors in an election contest, or that is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended from time to time, the “Exchange Act”), (9) any additional information required under Section 2.07(a)(ii)(E) with respect to Covered Persons (as defined in Section 2.07(a)(ii)(E)), and (10) such other information as may be reasonably requested by the Corporation, including a completed questionnaire duly executed by such Stockholder Nominee, as required under Section 3.02;

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(D) as to any other business that the Stockholder proposes to bring before the meeting, (1) a reasonably brief description of such business, (2) the text of the proposal (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment), (3) the reasons for conducting such business at the meeting, (4) any material interest in such business of such Stockholder giving the notice and the Beneficial Owner, if any, on whose behalf the proposal is made, and their respective Affiliates or Associates or others acting in concert with them, (5) all agreements, arrangements and understandings between such Stockholder giving the notice, the Beneficial Owner, if any, on whose behalf the proposal is made, their respective Affiliates or Associates or others acting in concert with them, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the proposal of such business by such Stockholder, (6) all information relating to such proposed business that would be required to be disclosed in connection with solicitations of proxies in support of such proposed business or that is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and (7) such other information relating to any proposed item of business as the Corporation may reasonably require to determine whether such proposed item of business is a proper matter for Stockholder action; and

(E) in all cases (1) the name of each individual, firm, corporation, limited liability company, partnership, trust or other entity (including any successor thereto, a “Person”) with whom the Stockholder, any Beneficial Owner, any Stockholder Nominee or any of their respective Affiliates or Associates (each of the foregoing, a “Stockholder Group Member”) and each other Person with whom any Stockholder Group Member either is acting in concert with respect to the Corporation or has any agreement, arrangement or understanding (whether written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such Person in response to a public proxy solicitation made generally by such Person to all holders of common stock of the Corporation) or disposing of any capital stock of the Corporation or to cooperate in obtaining, changing or influencing the control of the Corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses) (each Person described in this clause (1), including each Stockholder Group Member, a “Covered Person”), and a description of each such agreement, arrangement or understanding (whether written or oral), (2) a list of the class, series and number of shares of capital stock of the Corporation that are held of record or Beneficially Owned (as defined below) by each Covered Person (specifying the type of ownership), including any rights to acquire Beneficial Ownership at any time in the future, whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition, together with documentary evidence of such record or Beneficial Ownership, including the date such securities were acquired, and description of any pledge by a Covered Person with respect to such securities, (3) a list of (I) all of the derivative securities (as defined under Rule 16a-1 under the Exchange Act or any successor provision thereto) and other derivatives or similar agreements or arrangements with an exercise or conversion privilege or a periodic or settlement payment or payments or mechanism at a price or in an amount or amounts related to any security of the Corporation or with a value derived or calculated in whole or in part from the value of the Corporation or any security of the Corporation, in each case, held of record or Beneficially Owned by any Covered Person and (II) each other direct or indirect opportunity of any Covered Person to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, in each case, regardless of whether (x) such interest conveys any voting rights in such security to such Covered Person, (y) such interest is required to be, or is capable of being, settled through delivery of such security or (z) such Person may have entered into other transactions that hedge the economic effect of such interest (any such interest described in this clause (3) being a “Derivative Interest”), (4) a description of each agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving any Covered Person, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Covered Person with respect to any class or series of shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of shares of

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the Corporation (any such interest described in this clause (4) being a “Short Interest”), (5) a description of any significant equity interests or any Derivative Interests, Short Interests or Other Interests (as defined below) in any principal competitor of the Corporation that are held by a Covered Person, (6) a description of any direct or indirect interest of a Covered Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, any employment agreement, collective bargaining agreement or consulting agreement), (7) a description of each agreement, arrangement or understanding (whether written or oral) with the effect or intent of increasing or decreasing the voting power of, or that contemplates any Person voting together with, any Covered Person with respect to any capital stock of the Corporation, Stockholder Nominee or other proposal (“Voting Arrangements”), (8) details of all other material interests of each Covered Person in such nomination or proposal or capital stock of the Corporation (including any rights to dividends or performance-related fees based on any increase or decrease in the value of such capital stock or Derivative Interests, including, without limitation, any such interest held by members of the immediate family of such Covered Person sharing the same household) (collectively, “Other Interests”), (9) a description of all economic terms of all such Derivative Interests and Short Interests (including, in each case, the full notional amount of any securities that, directly or indirectly, underlie any such agreements or arrangements), Voting Arrangements and Other Interests and copies of all agreements and other documents (including but not limited to master agreements, confirmations and all ancillary documents and the names and details of the counterparties to, and brokers involved in, all such transactions) relating to each such Derivative Interest, Short Interest, Voting Arrangement and Other Interest, (10) a list of all transactions by each Covered Person involving any shares of capital stock of the Corporation or any Derivative Interests, Short Interests, Voting Arrangements or Other Interests within six months prior to the date of the notice, (11) a description of any material relationship between a Covered Person, on the one hand, and the Corporation or any of its officers, directors or affiliates, on the other hand, (12) a description of any material pending or threatened legal proceeding in which a Covered Person is a party or material participant involving the Corporation or any of its officers, directors or affiliates, (13) (I) in the case of a proposed nomination of one or more directors for election or re-election to the Board, a representation that the Stockholder will (w) solicit proxies from holders of the Corporation’s outstanding capital stock representing at least 67% of the voting power of shares of capital stock entitled to vote on the election of directors, (x) include a statement to that effect in its proxy statement or form of proxy, (y) otherwise comply with Rule 14a-19 under the Exchange Act and (z) provide the Secretary of the Corporation not less than 5 days prior to the meeting or any adjournment or postponement thereof, with reasonable documentary evidence (as determined by the Secretary in good faith) that such Stockholder and/or Beneficial Owner has complied with such representations and (II) in the case of a proposal not involving any such nomination, a representation as to whether any Covered Person will (or is part of a group that will) deliver a proxy statement or form of proxy to holders of at least the percentage of voting power of all of the outstanding shares of capital stock of the Corporation required to approve such proposal or otherwise to solicit or participate in the solicitation of proxies from Stockholders in support of such proposal (such representation pursuant to clause (I) or (II), a “Solicitation Statement”), and (14) any other information relating to such Covered Persons that, in each case, would be required to be disclosed (I) in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such nominee (in a contested election of directors) or proposal pursuant to Section 14 of the Exchange Act and (II) in a Scheduled 13D filed pursuant to Rule 13d-1(a) under the Exchange Act or an amendment filed pursuant to Rule 13d-2(a) under the Exchange Act if such a statement were required to be filed under the Exchange Act by such Covered Persons, or such Covered Persons’ Associates, with respect to the Corporation (regardless of whether such Person is actually required to file a Schedule 13D).

(b) Special Meetings of the Stockholders. Only such business shall be conducted at a special meeting of the Stockholders as shall have been brought before the meeting (i) pursuant to the Corporation’s notice of meeting delivered pursuant to Section 2.04 or (ii) by or at the direction of the Board. At a special meeting of Stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting, nominations of persons for election to the Board may be made (A) by or at the direction of the Board or (B) by any Stockholder of the Corporation who is entitled to vote at the meeting on the election of directors, who complies with the notice

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procedures set forth in this Section 2.07(b) and who is a Stockholder of record (I) at the time such notice is delivered to the Secretary, (II) on the record date for the determination of Stockholders entitled to notice of the special meeting, (III) on the record date for the determination of Stockholders entitled to vote at the special meeting, and (IV) at the time of the special meeting. In the event the Corporation calls a special meeting of the Stockholders for the purpose of electing directors to the Board, any Stockholder may nominate such number of persons for election to such position(s) as are specified in the Corporation’s notice of meeting, if the Stockholder’s notice, containing all of the information, documents and representations required under Section 2.07(a)(ii) (with references therein to “annual meeting” deemed to mean “special meeting” for the purposes of this Section 2.07(b)), shall be received by the Secretary at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the later of the 90th day prior to such special meeting and the 10th day following the day on which Public Announcement of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting is first made by the Corporation. In no event will any adjournment, postponement or other delay of a special meeting or any announcement thereof commence a new time period (or extend any time period) for the giving of a Stockholder’s notice as described above.

(c) General. (i) Only persons who are nominated in accordance with the procedures and other requirements set forth in Section 2.07(a) or 2.07(b), as applicable, shall be eligible to be nominated and elected as directors at a meeting of Stockholders and only such business shall be conducted at a meeting of Stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.07. In no event may a Stockholder provide notice with respect to a greater number of Stockholder Nominees than there are director seats subject to election by Stockholders at the annual meeting or special meeting, as applicable. Notwithstanding the second sentence of Section 2.07(a)(ii) and the second sentence of Section 2.07(b), if the Corporation shall increase the number of directors subject to election at a meeting after the time period for which notice of nominations would otherwise be due under Section 2.07(a)(ii) or 2.07(b), as applicable, and there is no Public Announcement by the Corporation naming the Corporation’s nominees for such additional directorships or specifying the size of the increased Board prior to the end of such time period for delivery of nomination notices, a Stockholder’s notice of any nominations with respect to any additional nominees shall be considered timely (but only with respect to nominees for any new positions created by such increase) if it is received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made by the Corporation and such notice otherwise complies with the requirements of Section 2.07(a) or 2.07(b), as applicable.

(ii) In addition to the requirements of Sections 2.07(a) and 2.07(b), to be timely, a Stockholder’s notice (and any additional information submitted to the Corporation in connection therewith) must be further updated and supplemented (A) if necessary, so that the information provided or required to be provided in such notice is true and correct as of the record date(s) for determining the Stockholders entitled to notice of, and to vote at, the meeting and as of the date that is 10 business days prior to the meeting or any adjournment, postponement or other delay thereof; and (B) to provide any additional information that the Corporation may reasonably request. Any such update and supplement or additional information must (1) be received by the Secretary at the principal executive offices of the Corporation (I) in the case of a request for additional information, promptly following a request therefor, but not later than such reasonable time as is specified in any such request from the Corporation or (II) in the case of any other update or supplement of any information, not later than five business days after the record date(s) for the meeting (in the case of any update or supplement required to be made as of the record date(s)), and not later than eight business days prior to the date for the meeting or any adjournment, postponement or other delay thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of any update or supplement required to be made as of 10 business days prior to the meeting or any adjournment, postponement or other delay thereof), (2) be made only to the extent that information has changed since such Stockholder’s prior submission, and (3) clearly identify the information that has changed since such Stockholder’s prior submission.

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(iii) In addition, any Stockholder who has provided notice pursuant to Rule 14a-19 (or an equivalent thereof pertaining to annual or special meetings, as applicable) under the Exchange Act shall deliver to the Secretary, no later than five business days prior to the applicable meeting date, reasonable evidence that the requirements of Rule 14a-19 (or an equivalent thereof pertaining to annual or special meetings, as applicable) under the Exchange Act have been satisfied. If the Stockholder fails to comply with the requirements of Rule 14a-19 (including because the Stockholder fails to provide the Corporation with all information or notices required by Rule 14a-19), then the Stockholder Nominees proposed by such Stockholder shall be ineligible for election at the meeting and any votes or proxies in respect of such nomination shall be disregarded, notwithstanding that such proxies may have been received by the Corporation and counted for the purposes of determining quorum.

(iv) The failure to timely provide the necessary updates, supplements or additional information or evidence described in this Section 2.07(c) shall result in the nomination or proposal no longer being eligible for consideration at the annual meeting or special meeting, as applicable; provided, however, that the Board shall have the authority to waive any such non-compliance. For the avoidance of doubt, the obligation to update and supplement, or provide additional information or evidence, as set forth in these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a Stockholder or be deemed to extend any applicable deadlines pursuant to these Bylaws, and shall not enable or be deemed to permit a Stockholder who has previously submitted notice pursuant to these Bylaws to amend or update any nomination or to submit any new nomination. No disclosure pursuant to these Bylaws will be required with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is the Stockholder submitting a notice pursuant to this Section 2.07 solely because such broker, dealer, commercial bank, trust company or other nominee has been directed to prepare and submit the notice required by these Bylaws on behalf of a Beneficial Owner.

(v) If any information submitted pursuant to Section 2.07(a) or 2.07(b) by a Stockholder shall be inaccurate in any respect, such information may be deemed not to have been provided in accordance with these Bylaws. Any such Stockholder shall notify the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy or change in any information submitted pursuant to Section 2.07(a) or 2.07(b), within two business days after becoming aware of such inaccuracy or change, and any such notification shall clearly identify the inaccuracy or change, it being understood that no such notification may cure any deficiencies or inaccuracies with respect to any prior submission by such Stockholder. Upon written request of the Secretary, on behalf of the Board (or a duly authorized committee thereof), any such Stockholder shall provide, within seven business days after delivery of such request (or such other period as many be specified in such request), (i) written verification, reasonably satisfactory to the Board, any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the Stockholder pursuant to Section 2.07(a) or 2.07(b) and (ii) a written affirmation of any information (including written confirmation by such Stockholder that such Stockholder continues to intend to bring such nomination or other business before the meeting) submitted pursuant to Section 2.07(a) or 2.07(b) as of an earlier date. If a Stockholder fails to provide such written verification or affirmation within such period, the information as to which written verification or affirmation was requested may be deemed not to have been provided in accordance with Section 2.07(a) or 2.07(b), as applicable.

(vi) The Board may adopt by resolution such rules and regulations for the conduct of meetings of the Stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board or these Bylaws, the chair of the meeting shall have the right and authority to convene the meeting, to prescribe such rules, regulations and procedures and to do all such acts (including, without limitation, to adjourn the meetings) as, in the judgment of the chair of the meeting, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chair of the meeting, may include the following: (A) the establishment of an agenda or order of business for the meeting; (B) rules and procedures for maintaining order at the meeting and the safety of those present; (C) limitations on attendance at or participation in the meeting to Stockholders of record of the Corporation, their duly authorized

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proxies and such other persons as the Board or the chair of the meeting shall determine; (D) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (E) limitations on the time allotted to questions or comments by participants. Except as otherwise required by law, the Certificate or these Bylaws, the Board or the chair of the meeting shall, if the facts warrant, determine and declare to the meeting that any business (including a nomination for election as a director) was not properly brought before the meeting (including whether such business proposed to be brought before the meeting was made in accordance with the procedures and other requirements set forth in these Bylaws (including this Section 2.07)) and if the Board or the chair of the meeting should so determine, shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted or considered, notwithstanding that proxies in respect of such nomination or business may have been received by the Corporation. Notwithstanding the foregoing provisions of this Section 2.07, unless otherwise required by law, if the Stockholder (or a qualified representative of the Stockholder) does not appear at the annual or special meeting of Stockholders to present and vote for a nomination and any such other proposed business previously put forward by or on behalf of such Stockholder or, immediately prior to the commencement of such meeting, such Stockholder does not provide a written certification to the Corporation on and as of the date of the applicable meeting that such Stockholder and each Covered Person, if any, is then in compliance with this Section 2.07, then such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such nomination or business may have been received by the Corporation. For the purpose of this Section 2.07, to be considered a qualified representative of the Stockholder, a person must be a duly authorized officer, manager or partner of such Stockholder or must be authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for such Stockholder as proxy at the meeting, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting.

(vii) For purposes of these Bylaws, “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act or by such other means as is reasonably designed to inform the public or Stockholders in general of such information (including any quarterly income statement).

A Person shall be deemed the “Beneficial Owner” of, shall be deemed to “Beneficially Own” and shall be deemed to have “Beneficial Ownership” of, any capital stock of the Corporation (i) that such Person or any of such Person’s Affiliates or Associates (as defined under Regulation 12B under the Exchange Act or any successor provision thereto) is deemed to “beneficially own” within the meaning of Section 13(d) of, and Regulation 13D under, the Exchange Act or any successor provisions thereto, or (ii) that is the subject of, or the reference security for or that underlies, any Derivative Interest of such Person or any of such Person’s Affiliates or Associates (as defined under Regulation 12B under the Exchange Act or any successor provision thereto), with the number of shares of capital stock of the Corporation deemed Beneficially Owned being the notional or other number of shares of capital stock of the Corporation specified in the documentation evidencing the Derivative Interest as being subject to be acquired upon the exercise or settlement of the Derivative Interest or as the basis upon which the value or settlement amount of such Derivative Interest is to be calculated in whole or in part or, if no such number of shares of capital stock of the Corporation is specified in such documentation, as determined by the Board in good faith to be the number of shares of capital stock of the Corporation to which the Derivative Interest relates. The determination as to whether a Person has Beneficial Ownership of a security within the meaning of Section 13(d) of, and Regulation 13D under, the Exchange Act as described in the previous sentence shall be made without regard to whether or not such Person has the right to acquire beneficial ownership of such security within sixty days of the date of such determination. When two or more Persons act as a partnership, limited partnership, syndicate or other group, or otherwise act in concert, in each case, for the purpose of acquiring, holding or disposing of securities of the Corporation or for the purpose of proposing one or more Stockholder Nominees, putting forward any other proposal for consideration or voting together on any matter presented at a Stockholder meeting, such syndicate or group shall be deemed a “Person” for the purpose of this Section 2.07. In addition, any Person who, directly or indirectly, creates or uses a trust, proxy, power of attorney,

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pooling arrangement or any contract, arrangement or device with the purpose or effect of divesting such Person of Beneficial Ownership of any capital stock of the Corporation or preventing the vesting of such Beneficial Ownership as part of a plan or scheme to evade the reporting requirements of this Section 2.07 shall be deemed for the purposes of these Bylaws to be the Beneficial Owner of such capital stock of the Corporation.

(viii) Notwithstanding the foregoing provisions of this Section 2.07, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.07; provided, however, that, to the fullest extent permitted by law, any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to these Bylaws (including Sections 2.07(a) and 2.07(b)), and compliance with Sections 2.07(a) and 2.07(b) shall be the exclusive means for a Stockholder to make nominations or submit other business (other than matters properly brought under and in compliance with Rule 14a-8 of the Exchange Act as amended from time to time). Nothing in these Bylaws shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

SECTION 2.08. Voting. (a) Except as otherwise required by the Certificate (including any Certificate of Designation relating to any series of Preferred Stock), by law, or by the rules of any stock exchange upon which the Corporation’s shares of capital stock are listed, all matters other than the election of directors submitted to Stockholders at any meeting other than the election of directors in a Contested Election (as defined in Section 3.02(b) below), shall be decided by the affirmative vote of a majority of the voting power of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and voting thereon (excluding abstentions), and where a separate vote by class or series is required, a majority of the voting power of the shares of that class or series present in person or represented by proxy at the meeting and voting thereon (excluding abstentions).

(b) The vote on any matter, including the election of directors, need not be by written ballot. Any written ballot shall be signed by the Stockholder voting, or by such Stockholder’s proxy, and shall state the number of shares voted.

SECTION 2.09. List of Stockholders Entitled to Vote. The Corporation shall prepare, no later than the tenth day before each meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the Stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the Stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any Stockholder for any purpose germane to the meeting for a period of 10 days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the Corporation’s principal place of business. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to Stockholders of the Corporation.

SECTION 2.10. Inspectors of Elections; Opening and Closing the Polls. (a) To the extent required by law, the Board shall, in advance of any meeting of the Stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the DGCL.

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(b) The chair of the meeting shall fix and announce at the meeting the date and hour of the opening and the closing of the polls for each matter upon which the Stockholders will vote at the meeting.

ARTICLE III

Board of Directors

SECTION 3.01. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board.

SECTION 3.02. Number, Qualification and Election. (a) Subject to the rights of holders of any outstanding series of Preferred Stock with respect to the election of directors, the number of the directors of the Corporation shall be fixed from time to time by resolution adopted by the Board. However, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. Directors of the Corporation need not be Stockholders.

(b) A nominee for director, other than any who may be elected by the holders of any series of Preferred Stock pursuant to the provisions set forth in the Certificate (including any Certificate of Designation relating to such series of Preferred Stock), shall be elected to the Board if the votes cast in favor of such nominee’s election exceed the votes cast against, or withheld with respect to, such nominee; provided, however, that, if the Secretary of the Corporation receives a notice that a Stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for Stockholder nominees for director set forth in these Bylaws and such nomination has not been withdrawn by such Stockholder at least 10 days before the Corporation first mails its notice of meeting for such meeting to the Stockholders (a “Contested Election”), directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of Stockholders held to elect directors and entitled to vote on such election of directors.

(c) Each director of the Corporation and nominee for election as a director of the Corporation must deliver to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualifications of such person (which questionnaire shall be provided by the Secretary upon written request and approved from time to time by the Board or the Board’s Nominating and Governance Committee).

SECTION 3.03. Notification of Nominations. Subject to the rights of the holders of any series of Preferred Stock, nominations for the election of directors may be made by (i) the Board or (ii) any Stockholder entitled to vote on the election of directors in accordance with Article II.

SECTION 3.04. Quorum and Manner of Acting. Except as otherwise required by law, the Certificate or these Bylaws, (i) a majority of the Whole Board (as defined below) shall constitute a quorum for the transaction of business at any meeting of the Board, and (ii) the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. The chair of the meeting may adjourn the meeting to another time and place whether or not a quorum is present. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The term “Whole Board” shall mean the total number of authorized directors, whether or not there exist any vacancies on the Board.

SECTION 3.05. Place of Meetings. Subject to Sections 3.06 and 3.07, the Board may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof.

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SECTION 3.06. Special Meetings. Special meetings of the Board shall be held whenever called by the Chair, the Chief Executive Officer or a majority of the directors then in office, and shall be held at such place, on such date and at such hour as he or she, or they, as applicable, shall fix; provided that the person(s) authorized to call a special meeting of the Board may authorize another person or persons to send notice of such meeting.

SECTION 3.07. Notice of Meetings. Notice of regular meetings of the Board or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board shall be given by overnight delivery service or mailed to each director, in either case addressed to such director at such director’s residence or usual place of business, at least three days before the day on which the meeting is to be held or shall be sent to such director by telecopy, facsimile or e-mail or be given personally or by telephone, not later than three days before the meeting is to be held. Every such notice shall state the time and place but need not state the purpose of the meeting.

SECTION 3.08. Rules and Regulations. The Board may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board may deem proper.

SECTION 3.09. Participation in Meeting by Means of Communications Equipment. Any one or more members of the Board or any committee thereof may participate in any meeting of the Board or of any such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard or as otherwise permitted by law, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.10. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all of the members of the Board or of any such committee, as the case may be, consent thereto in writing, by electronic transmission or transmissions, or as otherwise permitted by law and, if required by law, the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. A consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL.

SECTION 3.11. Resignations. Any director may resign at any time by giving notice in writing or by electronic transmission to the Board, the Chair, the Chief Executive Officer or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.12. Vacancies. Subject to the rights of the holders of any series of Preferred Stock with respect to the election of directors, newly created directorships resulting from any increase in the number of directors and vacancies on the Board resulting from death, resignation, disqualification, removal or other cause shall, unless otherwise determined by the Board, only be filled by the Board, and not by the Stockholders, by the affirmative vote of a majority of the remaining directors then in office or, if there is only one remaining director in office, by such sole remaining director, even though less than a quorum of the Board. Any director elected in accordance with the process described in the immediately preceding sentence prior to the fourth annual meeting of Stockholders following the date of distribution (the “Distribution Date”) by Vista Outdoor Inc. of all of the outstanding shares of the Corporation’s common stock to the holders of Vista Outdoor Inc. common stock, pursuant to an effective registration statement filed under the Securities Exchange Act of 1934, as amended, shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and to which he or she was appointed and thereafter until such director’s successor shall have been duly elected and qualified. Any director elected in accordance with the process described in the first sentence of this Section 3.12 from and including the fourth annual meeting of Stockholders following the Distribution Date shall hold office for a term expiring at the next annual meeting of Stockholders and shall remain in office until such director’s successor shall have been duly elected and qualified.

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SECTION 3.13. Compensation. Each director, in consideration of such person serving as a director, shall be entitled to receive from the Corporation such compensation, as the Board shall from time to time determine. In addition, each director shall be entitled to receive from the Corporation reimbursement for the reasonable expenses incurred by such person in connection with the performance of such person’s duties as a director. Nothing contained in this Section 3.13 shall preclude any director from serving the Corporation or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

SECTION 3.14. Establishment of Committees of the Board. The Board may from time to time by resolution create committees of directors, officers, employees or other persons, with such functions, duties and powers as the Board shall by resolution prescribe; provided, however, that no committee shall have the power to (i) approve, adopt or recommend to the Stockholders any action or matter (other than the election or removal of directors) expressly required by Delaware law to be submitted to Stockholders for approval or (ii) adopt, amend or repeal any bylaw of the Corporation. A majority of all the members of any such committee may determine its actions and rules and procedures, and fix the time, place and manner of its meetings, unless these Bylaws or the Board shall otherwise provide. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified members.

SECTION 3.15. Removal. Subject to the rights of holders of any outstanding series of Preferred Stock with respect to the removal of directors, any or all directors of the Corporation may be removed from office only to the extent and in the manner provided in the Certificate.

ARTICLE IV

Officers

SECTION 4.01. Number; Term of Office. The officers of the Corporation shall be elected by the Board and shall consist of: a Chief Executive Officer, a Secretary and a Treasurer. In addition, the Board shall elect a Chair, and may elect a Chief Financial Officer, one or more Vice Presidents and such other officers or agents with such titles and such duties as the Board may from time to time determine, each to have such authority, functions and duties as provided in these Bylaws or as the Board may from time to time determine, and each to hold office for such term as may be prescribed by the Board and until such person’s successor shall have been chosen and qualified, or until such person’s death or resignation, or until such person’s removal in the manner hereinafter provided. One person may hold the offices and perform the duties of any two or more officers. The Board may require any officer or agent to give security for the faithful performance of such person’s duties.

SECTION 4.02. Removal. Any officer may be removed, either with or without cause, by the Board at any meeting thereof.

SECTION 4.03. Resignation. Any officer may resign at any time by giving notice to the Board, the Chief Executive Officer or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.04. Chair of the Board. The Board shall annually elect as Chair of the Board one of its members who meets the criteria for director independence required by the New York Stock Exchange and the Corporation’s Corporate Governance Guidelines. The Chair shall have such powers, duties and responsibilities as are set forth in these Bylaws and as may be determined by the Board, with the assistance of the officers reporting directly to the Chair.

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SECTION 4.05. Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business, affairs and property of the Corporation, subject to control of the Board. The Chief Executive Officer shall have all authority incident to the office of Chief Executive Officer, shall have such other authority and perform such other duties as may from time to time be assigned by the Board and shall report directly to the Board. The Chief Executive Officer shall preside at meetings of the Stockholders and, in the absence of the Chair, at meetings of the Board.

SECTION 4.06. Chief Financial Officer. The Chief Financial Officer shall perform all the powers and duties of the office of the Chief Financial Officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall be the principal accounting officer of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or as the Board may from time to time determine.

SECTION 4.07. Vice Presidents. Any Vice President shall have such powers and duties as shall be prescribed by his or her superior officer or the Board. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or as the Board may from time to time determine. A Vice President need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected as an officer by the Board.

SECTION 4.08. Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation; the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation; borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation and the investment of its funds; and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or as the Board may from time to time determine.

SECTION 4.09. Secretary. It shall be the duty of the Secretary to act as secretary at all meetings of the Board, of the committees of the Board and of the Stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and served; the Secretary shall be custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates of capital stock of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; the Secretary shall have charge of the books, records and papers of the Corporation and shall see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and in general shall perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or as the Board may from time to time determine.

SECTION 4.10. Assistant Treasurers and Assistant Secretaries. Any Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Board, by the Treasurer or Secretary, respectively, or by the Chief Executive Officer.

SECTION 4.11. Delegation. The Board may from time to time delegate the power or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

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ARTICLE V

Capital Stock

SECTION 5.01. Certificates for Shares. (a) The shares of capital stock of the Corporation may be represented by certificates and, if the Board so provides by resolution or resolutions, any or all classes or series of capital stock may be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such capital stock. The certificates representing shares of capital stock of each class shall be signed by, or in the name of the Corporation by, the Chair, Vice Chair or the President or a Vice President, and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. Any or all signatures on such certificates may be facsimiles, including those by a transfer agent or registrar. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

(b) The stock ledger and blank share certificates shall be kept by the Secretary or by a transfer agent or by a registrar or by any other officer or agent designated by the Board.

SECTION 5.02. Transfer of Shares. Transfers of shares of capital stock of each class of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof, or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such capital stock, if any, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power (or by proper evidence of succession, assignment or authority to transfer) and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. To the fullest extent permitted by law, the person in whose name shares are registered on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

SECTION 5.03. Registered Stockholders and Addresses of Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of capital stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of capital stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of capital stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

SECTION 5.04. Lost, Stolen, Destroyed and Mutilated Certificates. The holder of any certificate representing any shares of capital stock of the Corporation shall notify the Corporation of any loss, theft, destruction or mutilation of such certificate; the Corporation may issue to such holder a new certificate or certificates for shares, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction; the Board, or a committee designated thereby, or the transfer agents and registrars for the capital stock, may, in their discretion, require the owner of the lost, stolen or destroyed certificate, or such person’s legal representative, to give the Corporation an indemnity or a bond in such sum and with such surety or sureties as they may direct to indemnify the Corporation and said transfer agents and registrars against any claim that may be made on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 5.05. Regulations. The Board may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of capital stock of each class of the Corporation and may make such rules and take such action as it may deem expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, stolen, destroyed or mutilated.

SECTION 5.06. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the Stockholders entitled to notice of any meeting of the Stockholders or any adjournment

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thereof, or entitled to receive payment of any dividend or other distribution or allotment or any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If the Board so fixes a record date for a meeting, such date shall also be the record date for determining the Stockholders entitled to vote at such meeting unless the board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the record date for making such determination. A determination of Stockholders entitled to notice of or to vote at a meeting of the Stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for Stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for Stockholders entitled to notice of such adjourned meeting that is the same date or an earlier date as that fixed for determination of Stockholders entitled to vote at the adjourned meeting.

SECTION 5.07. Transfer Agents and Registrars. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

ARTICLE VI

Indemnification

SECTION 6.01. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 6.04 of this Article VI, the Corporation shall, to the fullest extent permitted by the DGCL and Delaware law as in effect at any time (but, in the case of any amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights), indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, regulatory or investigative in nature (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, employee benefit plan or other legal entity or enterprise (including the heirs, executors, administrators or estate of such person), against expenses (including attorneys’ fees), judgments, damages, liabilities, losses, penalties, fines and amounts paid in settlement actually incurred or paid by such person in connection with such action, suit or proceeding to the fullest extent permitted by law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

SECTION 6.02. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 6.04 of this Article VI, the Corporation shall, to the fullest extent permitted by the DGCL and Delaware law as in effect at any time (but, in the case of any amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights), indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, employee benefit plan or other legal entity or enterprise (including the heirs, executors, administrators or estate of such person), against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of

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the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 6.03. Indemnification of Employees and Agents. To the extent not prohibited by the DGCL and Delaware law, the Corporation may provide rights to indemnification to any person who is or was an employee or agent of the Corporation to the extent and upon such terms and conditions, if any, as the Board deems appropriate.

SECTION 6.04. Authorization of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the person seeking indemnification is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.01 or 6.02 of this Article VI, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the Stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 6.01 or 6.02 of this Article VI or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

SECTION 6.05. Good Faith Defined. For purposes of any determination under this Article VI, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on good faith reliance on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Article VI shall mean any other corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, employee benefit plan or other legal entity or enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee, partner, member or agent. The provisions of this Section 6.05 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in this Article VI.

SECTION 6.06. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 6.04 of this Article VI, and notwithstanding the absence of any determination thereunder, any present or former director or officer or other indemnitee may apply to the Court of Chancery in the State of Delaware for indemnification to the extent otherwise permissible under Section 6.01 or 6.02 of this Article VI, as the case may be. The basis of such indemnification by a court shall be a determination by such court that indemnification of such director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 6.01 or 6.02 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.04 of this Article VI nor the absence of any determination thereunder shall be a defense to such application. Notice of any application for indemnification

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pursuant to this Section 6.06 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, such director or officer seeking indemnification under this Section 6.06 shall, to the fullest extent permitted by law, also be entitled to be paid the expenses of prosecuting such application.

SECTION 6.07. Expenses Payable in Advance. Expenses, including attorneys’ fees, incurred by a current or former director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by employees and agents of the Corporation or by persons serving at the request of the Corporation as directors, officers, employees and agents of another enterprise (including the heirs, executors, administrators or estate of such person) may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

SECTION 6.08. Appearance as a Witness. Notwithstanding any other provision of this Article VI, to the extent any person who is or was a director or officer of the Corporation has served or prepared to serve as a witness in any action, suit or proceeding (whether civil, criminal, administrative, regulatory or investigative in nature), including any investigation by any legislative body or any regulatory or self-regulatory body by which the Corporation’s business is regulated, by reason of his or her service as a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, employee benefit plan or other legal entity or enterprise (including the heirs, executors, administrators or estate of such person), but excluding service as a witness in an action or suit commenced by such person or to which such person is named a party (unless such expenses were incurred with the approval of the Board or a committee thereof), the Corporation shall, to the fullest extent permitted by applicable law, indemnify such person against out-of-pocket costs and expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith; provided that the Corporation shall have no obligation under this Article VI to compensate such person for his or her time or efforts so expended.

SECTION 6.09. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate, any agreement, vote of Stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Section 6.01 or 6.02 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise. The Corporation’s obligation, if any, to indemnify any person that was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another enterprise (including the heirs, executors, administrators or estate of such person) shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, employee benefit plan or other legal entity or enterprise, as applicable.

SECTION 6.10. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VI.

SECTION 6.11. Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a

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constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, employee benefit plan or other legal entity or enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

SECTION 6.12. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer of the Corporation or a director, officer, employee, partner, member or agent of another enterprise and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6.13. Limitation on Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification under this Article VI (which shall be governed by Section 6.06), the Corporation shall not be obligated under this Article VI to indemnify any director, officer, employee or agent of the Corporation or any director, officer, employee, partner, member or agent of another enterprise in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board.

SECTION 6.14. Contract Rights. The obligations of the Corporation under this Article VI to indemnify a person who is or was a director or officer of the Corporation or a director, officer, employee, partner, member or agent of another enterprise, including any duty to advance expenses, shall be considered a contract between the Corporation and such person, and no modification or repeal of any provision of this Article VI shall affect, to the detriment of such person, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

ARTICLE VII

Miscellaneous

SECTION 7.01. Seal. The Board shall provide a suitable corporate seal, which shall bear, but not be limited to, the full name of the Corporation and shall be in the charge of the Secretary. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

SECTION 7.02. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution by the Board and if not so fixed by the Board the fiscal year shall be the year ended March 31.

SECTION 7.03. Waiver of Notice. Whenever any notice whatsoever is required to be given by these Bylaws, by the Certificate or by law, the person entitled thereto may, either before or after the meeting or other matter in respect of which such notice is to be given, waive such notice in writing or as otherwise permitted by law, which shall be filed with or entered upon the records of the meeting or the records kept with respect to such

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other matter, as the case may be, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiver of notice other than in the case of attendance for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened.

SECTION 7.04. Amendments. These Bylaws may be altered, amended or repealed, in whole or in part, and new Bylaws may be adopted by (a) the affirmative vote of holders of shares of capital stock of the Corporation representing at least a simple majority of the votes entitled to be cast by the then outstanding shares of all classes and series of capital stock of the Corporation entitled generally to vote on the election of the directors, voting together as a single class, at any meeting of the Stockholders, provided that notice of the proposed alteration, amendment or repeal or of the proposed new Bylaw or Bylaws be included in the notice of any such meeting or waiver thereof or (b) by the affirmative vote of not less than a majority of the Whole Board at any meeting of the Board. The provisions of this Section 7.04 are subject to any contrary provisions and any provisions requiring a greater vote that are set forth in the Certificate or these Bylaws.

SECTION 7.05. Execution of Documents. The Board shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, notes, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation and may authorize (including authority to redelegate) to other officers, employees or agents of the Corporation. Such delegation may be by resolution or otherwise and the authority granted shall be general or confined to specific matters, all as the Board or any such committee may determine. In the absence of such designation referred to in the first sentence of this Section 7.05, the officers of the Corporation shall have such power so referred to, to the extent incident to the normal performance of their duties.

SECTION 7.06. Checks. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board or of any committee thereof or by any officer of the Corporation to whom power in respect of financial operations shall have been delegated by the Board or any such committee thereof or as set forth in these Bylaws.

SECTION 7.07. Proxies in Respect of Capital Stock or Other Securities of Other Corporations. The Board shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of capital stock or other securities in any other corporation or other entity, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights.

SECTION 7.08. Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the Certificate, if any, may be declared by the Board at any regular or special meeting of the Board (or any action by written consent in lieu thereof in accordance with these Bylaws), and may be paid in cash, in property or in shares of the Corporation’s capital stock. Before any payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board may modify or abolish any such reserve.

SECTION 7.09. Subject to Law and Amended and Restated Certificate of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the provisions of the Certificate and applicable law.

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EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

by and between

VISTA OUTDOOR INC.

and

[OUTDOOR PRODUCTS SPINCO INC.]

Dated as of [●]

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definitions		1
ARTICLE II
Services
SECTION 2.01.	Provision of Services		3
SECTION 2.02.	Service Managers; Contacts		3
SECTION 2.03.	Personnel; Sub-Contractors		4
SECTION 2.04.	Standard of Performance		4
SECTION 2.05.	DISCLAIMER OF WARRANTIES		5
SECTION 2.06.	Service Amendments and Additions		5
SECTION 2.07.	No Management Authority		5
ARTICLE III
Migration Services
SECTION 3.01.	Migration Services		5
ARTICLE IV
Access and Security
SECTION 4.01.	Access; Cooperation		6
SECTION 4.02.	Security		6
ARTICLE V
Limitations
SECTION 5.01.	Consents		7
SECTION 5.02.	Compliance with Laws		7
SECTION 5.03.	Force Majeure		7
SECTION 5.04.	Interim Basis Only		7
SECTION 5.05.	Third Parties		7
ARTICLE VI
Intellectual Property and Data
SECTION 6.01.	Use of Intellectual Property		8
SECTION 6.02.	Ownership of Intellectual Property		8
SECTION 6.03.	Title to Intellectual Property; Title to Data		8
SECTION 6.04.	Third-Party Software		8
SECTION 6.05.	Data Privacy		8
ARTICLE VII
Compensation
SECTION 7.01.	Compensation for Services		9
SECTION 7.02.	Payment Terms		9

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SECTION 7.03.	Books and Records	9
SECTION 7.04.	Withholding	10
SECTION 7.05.	No Offset	10
ARTICLE VIII
Term
SECTION 8.01.	Commencement	10
SECTION 8.02.	Service Extension	10
SECTION 8.03.	Termination	10
SECTION 8.04.	Effect of Termination	11
SECTION 8.05.	Return of Books, Records and Files	11
ARTICLE IX
Indemnification; Limitation on Liability
SECTION 9.01.	Indemnification	11
SECTION 9.02.	Limitation on Liability	12
ARTICLE X
Other Covenants
SECTION 10.01.	Attorney-in-Fact	14
ARTICLE XI
Miscellaneous
SECTION 11.01.	Disputes	14
SECTION 11.02.	Separation Agreement	14
SECTION 11.03.	Relationship of Parties	14
SECTION 11.04.	Confidentiality	14
SECTION 11.05.	Counterparts; Entire Agreement	14
SECTION 11.06.	Governing Law; Jurisdiction	15
SECTION 11.07.	Assignability	15
SECTION 11.08.	Third-Party Beneficiaries	15
SECTION 11.09.	Notices	15
SECTION 11.10.	Survival	16
SECTION 11.11.	Severability	16
SECTION 11.12.	Headings	16
SECTION 11.13.	Waivers of Default	16
SECTION 11.14.	Amendments	16
SECTION 11.15.	Interpretation	16

Schedule A	-	Services to be Provided to [Outdoor Products Spinco Inc.]
Schedule B	-	Services to be Provided to Vista Outdoor Inc.
Schedule C	-	Data Processing Addendum

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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]”).

RECITALS

WHEREAS, in connection with the contemplated Spin-Off of [Outdoor Products], Vista Outdoor and [Outdoor Products] are entering into that certain Separation and Distribution Agreement dated [●] (the “Separation Agreement”);

WHEREAS, each of Vista Outdoor and [Outdoor Products] has agreed to provide to the other certain services, as more particularly described in this Agreement, for a limited period of time following the Spin-Off; and

WHEREAS, each of Vista Outdoor and [Outdoor Products] desires to reflect the terms of their agreement with respect to such services;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, Vista Outdoor and [Outdoor Products], for themselves, their successors and assigns, agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Separation Agreement. In addition, the following terms have the following meanings:

“Additional Services” has the meaning ascribed thereto in Section 2.06(b).

“Agreement” has the meaning ascribed thereto in the preamble.

“Applicable Termination Date” means, with respect to each Service, the date that is specified with respect to such Service in Schedule A or Schedule B, as applicable.

“Benchmark Rate” means (a) Term SOFR, determined on the first day following the due date of the applicable payment and thereafter on the first business day of each succeeding calendar month or (b) upon the occurrence of a Benchmark Replacement Date, such replacement benchmark rate as is mutually agreed by the Parties in accordance with market convention at such time.

“Benchmark Replacement Date” means the date on which the Term SOFR Administrator permanently or indefinitely ceases to publish the Term SOFR Reference Rate for a one month tenor.

“Contact” means either the Provider Contact or the Receiver Contact, as the context requires.

“Cost of Services” means, with respect to each Service, the amount specified with respect to such Service in Schedule A or Schedule B, as applicable.

“Dispute” has the meaning ascribed thereto in Section 11.01.

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“Dispute Notice” has the meaning ascribed thereto in Section 11.01.

“Force Majeure Event” has the meaning ascribed thereto in Section 5.03.

“Function” means a business function identified in Schedule A or Schedule B, as applicable.

“Group” means either the Vista Outdoor Group or the [Outdoor Products] Group, as the context requires.

“Indemnitee” means a Vista Outdoor Indemnitee or a [Outdoor Products] Indemnitee, as the context requires.

“Migration Services” has the meaning ascribed thereto in Section 3.01.

“[Outdoor Products]” has the meaning ascribed thereto in the preamble.

“Party” means either party hereto, and “Parties” means both parties hereto.

“Provider” means any member of the Vista Outdoor Group or the [Outdoor Products] Group, as applicable, in its capacity as the provider of any Services to any member of the [Outdoor Products] Group or the Vista Outdoor Group, respectively.

“Provider Contact” has the meaning ascribed thereto in Section 2.02(b).

“Receiver” means any member of the [Outdoor Products] Group or the Vista Outdoor Group, as applicable, in its capacity as the receiver of any Services from any member of the Vista Outdoor Group or the [Outdoor Products] Group, respectively.

“Receiver Contact” has the meaning ascribed thereto in Section 2.02(b).

“Sales Taxes” has the meaning ascribed thereto in Section 7.01(c).

“Separation Agreement” has the meaning ascribed thereto in the recitals.

“Service Extension” has the meaning ascribed thereto in Section 8.02.

“Service Manager” has the meaning ascribed thereto in Section 2.02(a).

“Services” means the individual services included within the various Functions identified in Schedule A or Schedule B, as applicable.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Sub-Contractor” has the meaning ascribed thereto in Section 2.03(b).

“Term SOFR” means, on any date of determination, the Term SOFR Reference Rate for a one month tenor on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such date of determination, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day

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the Term SOFR Reference Rate for a one month tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day.

“Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“U.S.” means the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Vista Outdoor” has the meaning ascribed thereto in the preamble.

ARTICLE II

Services

SECTION 2.01. Provision of Services.

(a) Commencing immediately after the Distribution, Vista Outdoor shall, and shall cause the applicable members of the Vista Outdoor Group to, (i) provide to [Outdoor Products] and the applicable members of the [Outdoor Products] Group the Services set forth in Schedule A in accordance with the terms of this Agreement and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Receivers under this Agreement, in each case in accordance with the terms of this Agreement.

(b) Commencing immediately after the Distribution, [Outdoor Products] shall, and shall cause the applicable members of the [Outdoor Products] Group to, (i) provide to Vista Outdoor and the applicable members of the Vista Outdoor Group the Services set forth in Schedule B in accordance with the terms of this Agreement and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Receivers under this Agreement, in each case in accordance with the terms of this Agreement.

SECTION 2.02. Service Managers; Contacts.

(a) Each Party agrees to appoint an employee representative (each, a “Service Manager”) who shall have overall responsibility for implementing, managing and coordinating the Services pursuant to this Agreement on behalf of such Party. The Service Managers shall consult and coordinate with each other on a regular basis, as needed, during the term of this Agreement.

(b) For each Service or Function set forth on Schedule A, the Provider and Receiver shall each appoint an employee representative (each, a “Provider Contact” or “Receiver Contact”, respectively) who shall have responsibility for implementing, managing and coordinating such Service or Function pursuant to this Agreement on behalf of the Provider or Receiver, as applicable.

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(c) Initially, the Service Managers and Contacts shall be the individuals set forth on Schedule A or Schedule B, as applicable. At any time upon notice given in accordance with Section 11.09, (i) either Party may change its designated Service Manager and (ii) any Provider or Receiver may change any of its designated Contacts.

SECTION 2.03. Personnel; Sub-Contractors.

(a) The Provider shall determine the personnel who shall perform the Services to be provided by it. All personnel providing Services shall remain at all times, and be deemed to be, employees or representatives solely of the Provider responsible for providing such Services (or the applicable Affiliate or Sub-Contractor of such Provider) for all purposes, and not to be employees or representatives of the Receiver. The Provider (or the applicable Affiliate or Sub-Contractor of such Provider) shall be solely responsible for payment of (i) all compensation, (ii) all income, disability, withholding and other employment taxes and (iii) all medical benefit premiums, vacation pay, sick pay and other employee benefits payable to or with respect to personnel who perform Services on behalf of such Provider. All such personnel shall be under the sole direction, control and supervision of the Provider and the Provider has the sole right to exercise all authority with respect to the employment, substitution, termination, assignment and compensation of such personnel.

(b) The Provider may, at its option, from time to time, delegate any or all of its obligations to perform Services under this Agreement to any one or more of its Affiliates or engage the services of any one or more professionals, consultants or other third parties (each, a “Sub-Contractor”) in connection with the performance of the Services; provided, however, that (i) the Provider shall remain ultimately responsible for ensuring that its obligations with respect to the manner, scope, timeframe, nature, quality and other aspects of the Services are satisfied with respect to any Services provided by any such Affiliate or Sub-Contractor and shall be liable for any failure of a Sub-Contractor to so satisfy such obligations (and any breaches of any provision hereof), and (ii) such Sub-Contractor shall agree in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 11.04 of this Agreement. Except as agreed by the Parties in Schedule A or Schedule B, as applicable, or otherwise in writing, any costs associated with engaging the services of an Affiliate of the Provider or a Sub-Contractor shall not affect the Cost of Services payable by the Receiver under this Agreement, and the Provider shall remain solely responsible with respect to payment for such Affiliate’s or Sub-Contractor’s costs, fees and expenses.

SECTION 2.04. Standard of Performance.

(a) The Services shall be performed in substantially the same manner, scope, timeframe, nature and quality, with the same care, and to the same extent and service level as such Services (or substantially similar services) were provided to the [Outdoor Products] Business or the Vista Outdoor Business, as applicable, immediately prior to the Distribution Date, unless the Services are being provided by a Sub-Contractor who is also providing the same services to the Provider or any other member of the Provider’s Group, in which case the Services shall be performed for the Receiver in substantially the same manner, scope, timeframe, nature and quality, with the same care, and to the same extent and service level as such Services are being performed for the Provider or such other member of the Provider’s Group, as applicable. If the Provider has not provided such Services (or substantially similar services) immediately prior to the Distribution Date, then the Provider shall use commercially reasonable efforts to perform the Services in a competent and professional manner generally consistent with industry standards.

(b) The Parties acknowledge that the Provider may make changes from time to time in the manner of performing Services if the Provider is making similar changes in performing the same or substantially similar Services for itself or other members of the Provider’s Group; provided, however, that, unless expressly contemplated in Schedule A or Schedule B, such changes shall not affect the Cost of Services for such Services payable by the Receiver under this Agreement or decrease the manner, scope, timeframe, nature, quality or level of the Services provided to the Receiver, except upon prior written approval of the Receiver.

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SECTION 2.05. DISCLAIMER OF WARRANTIES. WITHOUT LIMITATION OF THE COVENANTS RELATING TO THE PROVISION OF SERVICES SET FORTH IN SECTION 2.04, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO MEMBER OF EITHER GROUP MAKES ANY REPRESENTATION OR WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

SECTION 2.06. Service Amendments and Additions.

(a) Subject to this Section 2.06, the Parties agree that, as of the Distribution Date, (i) the Services set forth in Schedule A constitute all of the Services to be provided by members of the Vista Outdoor Group to members of the [Outdoor Products] Group and (ii) the Services set forth in Schedule B constitute all of the Services to be provided by members of the [Outdoor Products] Group to members of the Vista Outdoor Group.

(b) Each Party may request the other Party to provide, or cause the applicable members of the other Party’s Group to provide, amended or additional services that are not the Services identified in Schedule A or Schedule B, as applicable, as of the Distribution Date (“Additional Services”). If a Party requests any Additional Services, (i) with respect to any Additional Services that (A) such Party requests within ninety (90) days of the date of this Agreement, (B) such Party reasonably believes is necessary for the continued operation of its business and (C) were provided by the other Party or the applicable members of the other Party’s Group prior to the Distribution Date, the other Party shall cooperate in good faith to modify the Schedules or enter into additional Schedules and provide such Additional Services, and (ii) with respect to any Additional Services that do not satisfy the conditions set forth in the foregoing clause (i), the other Party may, in its sole discretion, agree to provide, or cause the applicable members of its Group to provide, such other Additional Services.

(c) If a Party agrees to provide, or cause the applicable members of its Group to provide, Additional Services pursuant to this Section 2.06, then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which shall describe in detail the service or function, as applicable, project scope, term, price and payment terms for such Additional Services. Once agreed upon in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of the date of such amendment and the Additional Services shall be deemed “Services” or “Functions”, as applicable, provided hereunder, in each case subject to the terms and conditions of this Agreement.

SECTION 2.07. No Management Authority. Notwithstanding anything to the contrary contained in this Agreement (including Schedule A and Schedule B), no Provider (or any Affiliate or Sub-Contractor of such Provider) shall be authorized by, or shall have any responsibility under, this Agreement to make any management, business or regulatory decisions on behalf of any Receiver as part of providing the Services.

ARTICLE III

Migration Services

SECTION 3.01. Migration Services. The Provider shall, and shall use commercially reasonable efforts to cause its Affiliates and Sub-Contractors to, assist the Receiver in connection with the transition from the performance of Services by the Provider to the performance of such Services by the Receiver or third parties engaged by the Receiver, which efforts may include assistance with the transfer of records, segregation and migration of historical data, the transition to non-Provider systems and cooperation with and assistance to any third party consultants engaged by the Receiver in connection with the transition (“Migration Services”), taking into account (a) the need to minimize the cost of such transition and the disruption to the ongoing business activities of the Parties and their respective Affiliates and (b) the Parties’ rights and obligations with respect to

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protecting confidential Information, personal data and privilege in accordance with Sections 7.01(c), 7.01(d) and 7.09 of the Separation Agreement; provided, however, that (i) the Provider shall not have any obligation to provide any data in any format other than the format in which such data was originally generated and (ii) the Provider shall be reimbursed for its reasonable out-of-pocket costs incurred in connection with providing such Migration Services. This Section 3.01 shall be in addition to, and shall not be deemed to limit, the provisions of Section 7.09(b) of the Separation Agreement and Section 8.05 hereof.

ARTICLE IV

Access and Security

SECTION 4.01. Access; Cooperation. The Parties shall cooperate in good faith to the extent necessary or appropriate to facilitate the performance and receipt of the Services in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, (a) each Party shall make available on a timely basis to the other Party all information and materials requested by the other Party to the extent reasonably necessary for the performance or receipt of the Services, (b) each Party shall, and shall cause the other members of its Group and their respective Sub-Contractors, if applicable, to, upon reasonable notice, give or cause to be given to the other Party, the other members of the other Party’s Group and their respective Sub-Contractors, if applicable, reasonable access, during regular business hours and at such other times as are reasonably required, to the relevant premises and personnel of such Party to the extent reasonably necessary for the performance or receipt of the Services and (c) each Party shall, and shall cause the other members of its Group and their respective Sub-Contractors, if applicable, to, give the other Party, the other members of the other Party’s Group and their respective Sub-Contractors, if applicable, reasonable access to, and all necessary rights to utilize, the information, facilities, personnel, assets, systems and technologies of such Party and the other members of its Group, in each case to the extent reasonably necessary for the performance or receipt of the Services.

SECTION 4.02. Security.

(a) Each Party shall, and shall cause the other members of its Group, their respective Sub-Contractors, if applicable, and the personnel of the foregoing, to: (i) not attempt to obtain access to, use or interfere with any IT Systems of the other Party or any other member of the other Party’s Group, or any confidential or competitively sensitive information owned, used or processed by the other Party, except to the extent reasonably necessary to do so to provide or receive Services; (ii) maintain reasonable security measures to protect the systems of the other Party and the other members of the other Party’s Group to which it has access pursuant to this Agreement from access by unauthorized third parties; and (iii) not disable, damage, erase, disrupt or impair the normal operation of the IT Systems of the other Party or any other member of the other Party’s Group.

(b) Each Party shall (i) immediately notify the other Party of any confirmed misuse, disclosure or loss of, or inability to account for, any confidential or competitively sensitive information and any confirmed unauthorized access to such first Party’s facilities, systems or network; and such first Party shall investigate such confirmed security incidents and reasonably cooperate with the other Party’s incident response team, supplying logs and other necessary information to mitigate and limit the damages resulting from such a security incident; provided that such other Party agrees to reimburse the first Party for time spent and actual travel expenses incurred in connection with any such investigation; and (ii) subject to applicable Law, use commercially reasonable efforts to comply with any reasonable requests to assist the other Party with its electronic discovery obligations related to the Services; provided that such other Party agrees to reimburse the first Party for time spent and actual travel expenses incurred in connection with such response.

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ARTICLE V

Limitations

SECTION 5.01. Consents.

(a) Nothing in this Agreement shall be deemed to require the provision of any Service by any Provider (or any Affiliate or Sub-Contractor of such Provider) to any Receiver if the provision of such Service requires the Consent of any Person (including any Governmental Authority), whether under applicable Law, by the terms of any contract to which such Provider or any other member of the Provider’s Group is a party or otherwise, unless and until, subject to the last sentence of Section 5.01(c), such Consent has been obtained.

(b) The Provider shall use commercially reasonable efforts to obtain as promptly as possible any Consent of any Person (including any Governmental Authority) that may be necessary for the performance of the Provider’s obligations pursuant to this Agreement. Any fees, expenses or costs incurred in connection with obtaining any such Consent shall be paid by the Receiver, and the Receiver shall use commercially reasonable efforts to provide assistance as necessary in obtaining such Consents.

(c) In the event that the Consent of any Person, if required in order for the Provider to provide Services, is not obtained reasonably promptly after the Distribution, the Provider shall notify the Receiver and the Parties shall cooperate in devising an alternative manner for the provision of the Services affected by such failure to obtain such Consent and the Cost of Services associated therewith, such alternative manner and Cost of Services to be reasonably satisfactory to both Parties and agreed to in writing. If the Parties elect such an alternative plan, the Provider shall provide the Services in such alternative manner and the Receiver shall pay for such Services based on the alternative Cost of Services.

SECTION 5.02. Compliance with Laws. The Services shall not include, and no Provider (and no Affiliate or Sub-Contractor of such Provider) shall be obligated to provide, any service the provision of which to the Receiver following the Distribution would constitute a violation of any Law.

SECTION 5.03. Force Majeure. In the event the performance of any terms or provisions hereof is delayed or prevented, in whole or in part, because of or related to compliance with any Law or requirement of any national securities exchange, or because of riot, war, public disturbance, public health event, strike, labor dispute, fire, explosion, storm, flood, act of God or act of terrorism that is not within the control of the Provider and which by the exercise of reasonable diligence the Provider is unable to prevent, or for any other reason that is not within the control of the Provider and which by the exercise of reasonable diligence the Provider is unable to prevent (each, a “Force Majeure Event”), then upon prompt written notice, stating the date and extent of such interference and the Force Majeure Event that is the cause thereof, by the Provider to the Receiver, the Provider shall be excused from its obligations hereunder during the period such Force Majeure Event or its effects continue, and no liability shall attach against the Provider on account thereof; provided, however, that the Provider shall promptly resume the required performance upon the cessation of the Force Majeure Event or its effects. No Provider shall be excused pursuant to this Section 5.03 from performance of its obligations if such Provider fails to use commercially reasonable efforts to avoid the effects of the Force Majeure Event and remove the cause and effects of the Force Majeure Event.

SECTION 5.04. Interim Basis Only. Each Party acknowledges that the purpose of this Agreement is for such Party to receive, and the other Party to provide, the Services on an interim basis and that the Services provided hereunder are transitional in nature.

SECTION 5.05. Third Parties. Notwithstanding anything to the contrary herein, the Provider (and the Affiliates and Sub-Contractors of such Provider) shall not be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other Person other than the Receiver.

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ARTICLE VI

Intellectual Property and Data

SECTION 6.01. Use of Intellectual Property. Each Party, on behalf of itself and the other members of its Group, hereby grants to the members of the other Party’s Group and to their respective Affiliates and Sub-Contractors, if applicable, providing the Services under this Agreement a nonexclusive, nontransferable, world-wide, royalty-free, sublicensable license, for the term of this Agreement, to use the Intellectual Property owned by such Party and the other members of its Group solely to the extent necessary for the other Party, the other members of the other Party’s Group and their respective Affiliates and Sub-Contractors, if applicable, to perform their obligations hereunder.

SECTION 6.02. Ownership of Intellectual Property.

(a) Subject to the terms of the Separation Agreement, the Provider acknowledges and agrees that it shall acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from the provision of Services hereunder for the Receiver’s exclusive use and such work product shall remain the exclusive property of the Receiver. To the extent title to any such work product vests in the Provider by operation of Law, the Provider hereby assigns (and shall use commercially reasonable efforts to cause any Affiliate or Sub-Contractor of such Provider to assign) to the Receiver all right, title and interest in and to such work product, and the Provider shall (and shall use commercially reasonable efforts to cause any Affiliate or Sub-Contractor of such Provider to) provide such assistance and execute such documents as the Receiver may reasonably request to assign to such Receiver all right, title and interest in and to such work product.

(b) The Receiver acknowledges and agrees that it shall acquire no right, title or interest (other than a non-exclusive, perpetual, royalty-free worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Receiver’s exclusive use and such work product shall remain the exclusive property of the Provider.

SECTION 6.03. Title to Intellectual Property; Title to Data. The Receiver acknowledges that (a) except as otherwise expressly provided herein, all procedures, methods, systems, strategies and other Intellectual Property used by the Provider in connection with the provision of Services shall remain the property of the Provider and shall at all times be under the sole direction and control of the Provider and (b) it shall acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, or the licenses therefor that are owned by the Provider or its Affiliates, by reason of the provision of the Services hereunder, except as expressly provided in Section 6.01 and Section 8.05.

SECTION 6.04. Third-Party Software. Each Party acknowledges that it may be necessary to make proprietary and/or third-party software available to the other Party in the course of and for the purpose of performing and receiving the Services. Each Party (a) shall comply with the license restrictions applicable to any and all proprietary or third-party software made available to such Party by the other Party in the course of the provision and receipt of Services hereunder, (b) acknowledges receipt of the license terms of use applicable to all proprietary or third-party software in its possession as of the Distribution Date and (c) agrees that it shall be responsible for providing to the other Party a copy of the applicable license terms (or, solely with respect to open source software or other software with publicly available license terms, information sufficient to direct such other Party to a copy thereof) for any and all proprietary or third-party software first made available to such other Party after the Distribution Date, solely to the extent such provision would not violate the providing Party’s duty of confidentiality owed to any third party.

SECTION 6.05. Data Privacy. Each Party shall, and shall cause the other members of its Group and their respective Sub-Contractors to, comply with all Privacy and Data Security Requirements that may apply in relation to the Processing of Personal Information in connection with the Services. The Data Processing

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Addendum set forth in Schedule C (the “Data Processing Addendum”) describes the Parties’ respective roles and responsibilities for the Processing and control of Personal Information in connection with the Services. In the event of a conflict between the terms and conditions of the Data Processing Addendum and any other terms and conditions of this Agreement, including any other Schedules, the Data Processing Addendum shall govern and control with respect to the Processing and control of Personal Information in connection with the Services.

ARTICLE VII

Compensation

SECTION 7.01. Compensation for Services.

(a) As compensation for each Service rendered pursuant to this Agreement, each Receiver shall be required to pay to the corresponding Provider the Cost of Services specified for such Service in Schedule A or Schedule B, as applicable.

(b) During the term of this Agreement, the Cost of Service for a Service may increase to the extent of any increase in the applicable Cost of Services during a Service Extension, in accordance with Section 8.02.

(c) The amount of any actual and documented sales tax, value-added tax, goods and services tax or similar tax that is required to be assessed and remitted by a Provider in connection with the Services provided hereunder (“Sales Taxes”) shall be promptly paid to such Provider by the corresponding Receiver in accordance with Section 7.02. Such payment shall be in addition to the Cost of Services set forth in Schedule A or Schedule B, as applicable (unless such Sales Tax is expressly already accounted for in the applicable Cost of Services).

SECTION 7.02. Payment Terms.

(a) Except as otherwise set forth on Schedule A or Schedule B, each Provider shall bill the corresponding Receiver monthly, within 30 days following the end of each month, an amount equal to the aggregate Cost of Services due for all Services provided in such month, plus any Sales Taxes. Invoices shall be directed to the Receiver’s Service Manager, or to such other Person designated in writing from time to time by such Service Manager. The Receiver shall pay such amount in full within 30 days after receipt of each invoice by wire transfer of immediately available funds in U.S. Dollars to the account designated by the Provider for this purpose. Each invoice shall set forth in reasonable detail the calculation of the charges and amounts and applicable Sales Taxes, for each Service during the month or other specified interval to which such invoice relates. In addition to any other remedies for non-payment, if any payment is not received by the Provider on or before the date such amount is due, then a late payment interest charge, calculated at a rate per annum equal to the Benchmark Rate plus two percent (2%), shall immediately begin to accrue and any such late payment interest charges shall become immediately due and payable in addition to the amount otherwise owed under this Agreement. The Parties shall cooperate to achieve an invoicing structure that minimizes taxes for both Parties, including by implementing a local to local invoicing structure where applicable.

(b) Any objection to the amount of any invoice shall be deemed to be a Dispute hereunder subject to the provisions applicable to Disputes set forth in Section 11.01.

SECTION 7.03. Books and Records. Each Party shall, and shall cause the other members of its Group to, maintain complete and accurate books of account as necessary to support calculations of the Cost of Services for the Services rendered by it or the other members of its Group and shall make such books available to the other Party, upon reasonable notice, during normal business hours; provided, however, that to the extent that the books of Vista Outdoor or [Outdoor Products], as applicable, or the books of the other members of such Party’s Group, contain Information relating to any other aspect of the Vista Outdoor Business or the [Outdoor Products] Business, as applicable, the Parties shall negotiate a procedure to provide the applicable Party with necessary access while preserving the confidentiality of such other records.

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SECTION 7.04. Withholding. Any and all payments made under this Agreement by the Receiver shall be made free and clear of, and without deduction or withholding for or on account of, any taxes, except as required by applicable Law. To the extent any taxes are so deducted or withheld and paid over to the appropriate Governmental Authority, such taxes shall be treated as having been paid to the Provider for purposes of this Agreement; provided, however, that the Receiver shall notify the applicable Provider in writing of any anticipated withholding at least 15 business days prior to making any such deduction or withholding and shall cooperate with such Provider in obtaining any available exemption from or reduction of such deduction or withholding. The Receiver shall promptly provide to such Provider tax receipts or other documents evidencing the payment of any such deducted or withheld amount to the applicable Governmental Authority. The Parties shall use, and shall cause their respective Affiliates to use, commercially reasonable efforts to minimize Sales Taxes and taxes otherwise required to be deducted or withheld by each Receiver hereunder.

SECTION 7.05. No Offset. No Receiver shall withhold any payments to the corresponding Provider under this Agreement in order to offset payments due to such Receiver pursuant to this Agreement, the Separation Agreement, any other Ancillary Agreement or otherwise, unless such withholding is mutually agreed by the Parties or is provided for in the final ruling of a court having jurisdiction pursuant to Section 11.06. Any required adjustment to payments due hereunder shall be made as a subsequent invoice.

ARTICLE VIII

Term

SECTION 8.01. Commencement. This Agreement is effective as of the date hereof and shall remain in effect with respect to a particular Service until the occurrence of the Applicable Termination Date applicable to such Service (or, subject to the terms of Section 8.02, the expiration of any Service Extension applicable to such Service), unless earlier terminated (a) in its entirety or with respect to a particular Service, in each case in accordance with Section 8.03, or (b) by mutual consent of the Parties. Notwithstanding anything to the contrary contained herein, if the Separation Agreement shall be terminated in accordance with its terms, this Agreement shall be automatically terminated and void ab initio with no further action by the Parties and shall be of no force and effect.

SECTION 8.02. Service Extension. If a Receiver reasonably determines that it will require a Service to continue beyond the Applicable Termination Date or the end of an extension period previously granted pursuant to this Section 8.02, such Receiver may request the corresponding Provider to extend the term of such Service for the desired renewal period(s) (each, a “Service Extension”) by written notice to such Provider no less than 45 days prior to the end of the then-current Service term; provided that no Service shall be extended beyond the date that is 24 months after the Distribution Date. The Provider shall respond in its sole discretion to any such request for a Service Extension within 15 days of receipt of such request. The Parties shall amend the terms of Schedule A or Schedule B, as applicable, to reflect the new Service term and Cost of Service to the extent mutually agreed in writing, following such agreement relating to a Service Extension, subject to the conditions set forth in this Section 8.02; provided that the Cost of Service with respect to any new term for a Service shall remain the same as the Cost of Service of the prior term for such Service unless the Provider’s cost of providing such Service has materially changed, in which case the Parties shall work together in good faith to agree to a new Cost of Service which reflects the Provider’s increased cost of providing such Service. Each such amended Schedule A or Schedule B, as applicable, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement.

SECTION 8.03. Termination.

(a) Except for any non-payment of Cost of Services which is based on a good faith objection by the Receiver, if a Party materially breaches any of its obligations under this Agreement (and the period for resolution

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of the Dispute relating to such breach set forth in Section 11.01 has expired), the non-breaching Party may terminate this Agreement with respect to the Service for which such obligations are owed, effective upon not less than 30 days’ written notice of termination to the breaching Party, if the breaching Party does not cure such default within 30 days after receiving written notice thereof from the non-breaching Party. The termination of this Agreement with respect to any Service pursuant to this Section 8.03 shall not affect the Parties’ rights or obligations under this Agreement with respect to any other Service.

(b) Except as otherwise provided by Law, either Party may terminate this Agreement upon written notice to the other Party if the other Party makes a general assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization or arrangement proceedings on, such Party.

(c) Except as otherwise provided in this Agreement or Schedule A or Schedule B, a Receiver shall be entitled to terminate one or more Services being provided by any Provider for any reason or no reason at all, upon, as applicable (i) not less than 30 days’ prior written notice for Services with an Applicable Termination Date (as specified with respect to such Service in Schedule A or Schedule B, as applicable, as of the date hereof) that is less than or equal to 12 months after the Distribution Date or (ii) not less than 90 days’ prior written notice for Services with an Applicable Termination Date (as specified with respect to such Service in Schedule A or Schedule B, as applicable, as of the date hereof) that is more than 12 months after the Distribution Date.

SECTION 8.04. Effect of Termination. In the event of any termination of this Agreement in its entirety or with respect to any Service, each Provider and Receiver shall remain liable for all of their respective obligations that accrued hereunder prior to the date of such termination, including all obligations of each Receiver to pay any amounts due to any Provider hereunder. In the event of any termination of this Agreement with respect to any Service by the Receiver prior to the expiration of the term for such Service as set forth on Schedule A or Schedule B, as applicable, as such term may have been extended pursuant to Section 8.02, the Receiver shall be liable for any third-party costs and expenses that the Provider is contractually obligated to pay in connection with such Service with respect to the remainder of the term of such Service; provided that the Provider shall use commercially reasonable efforts to mitigate any such costs and expenses.

SECTION 8.05. Return of Books, Records and Files. Upon the request of the Receiver after the termination of a Service with respect to which the Provider holds books, records or files, including current and archived copies of computer files, (a) owned solely by the Receiver or its Affiliates and used by the Provider in connection with the provision of a Service pursuant to this Agreement or (b) created by the Provider and in the Provider’s possession as a function of and relating solely to the provision of Services pursuant to this Agreement, such books, records and files shall either be returned to the Receiver or deleted or destroyed by the Provider, other than such books, records and files electronically preserved or recorded within any computerized data storage device or component (including any hard drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel, which such books, records and files shall not be used by the Provider for any other purpose. Upon the request of the Receiver, the Provider shall provide confirmation of such deletion or destruction, if any. The Receiver shall bear the Provider’s reasonable, necessary and actual out-of-pocket costs and expenses associated with the return or destruction of such books, records or files. At its expense, the Provider may make one copy of such books, records or files for its legal files.

ARTICLE IX

Indemnification; Limitation on Liability

SECTION 9.01. Indemnification.

(a) [Outdoor Products], on behalf of each member of the [Outdoor Products] Group in its capacity as a Receiver, shall indemnify, defend and hold harmless Vista Outdoor and the other Vista Outdoor Indemnitees

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from and against any and all Liabilities incurred by such Vista Outdoor Indemnitee and arising out of, in connection with or by reason of any Services provided by any member of the Vista Outdoor Group hereunder, except to the extent such Liabilities arise out of a Vista Outdoor Group member’s (i) breach of this Agreement, (ii) violation of any Laws in providing any Services or (iii) gross negligence or willful misconduct in providing any Services.

(b) Vista Outdoor, on behalf of each member of the Vista Outdoor Group in its capacity as a Receiver, shall indemnify, defend and hold harmless [Outdoor Products] and the other [Outdoor Products] Indemnitees from and against any and all Liabilities incurred by such [Outdoor Products] Indemnitee and arising out of, in connection with or by reason of any Services provided by any member of the [Outdoor Products] Group hereunder, except to the extent such Liabilities arise out of a [Outdoor Products] Group member’s (i) breach of this Agreement, (ii) violation of any Laws in providing any Services or (iii) gross negligence or willful misconduct in providing any Services.

SECTION 9.02. Limitation on Liability.

(a) Neither Vista Outdoor, in its capacity as a Provider, nor any other member of the Vista Outdoor Group acting in the capacity of a Provider, nor any Vista Outdoor Indemnitee, shall be liable (whether such liability is direct or indirect, in contract or tort or otherwise) to [Outdoor Products] or any other member of the [Outdoor Products] Group or any of the [Outdoor Products] Indemnitees for any Liabilities arising out of, related to or in connection with or by reason of this Agreement or any Services provided hereunder, except to the extent that such Liabilities arise out of Vista Outdoor’s (or a member of the Vista Outdoor Group’s) (i) breach of this Agreement, (ii) violation of any Laws in providing the Services or (iii) gross negligence or willful misconduct in providing any Services; provided that nothing in this Section 9.02(a) shall be deemed to limit the rights of [Outdoor Products] or any other member of the [Outdoor Products] Group under Section 9.02(g), in its capacity as a Receiver, regarding Insurance Proceeds in respect of Third-Party Claims.

(b) Neither [Outdoor Products], in its capacity as a Provider, nor any other member of the [Outdoor Products] Group acting in the capacity of a Provider, nor any [Outdoor Products] Indemnitee, shall be liable (whether such liability is direct or indirect, in contract or tort or otherwise) to Vista Outdoor or any other member of the Vista Outdoor Group or any of the Vista Outdoor Indemnitees for any Liabilities arising out of, related to or in connection with or by reason of this Agreement or any Services provided hereunder, except to the extent that such Liabilities arise out of [Outdoor Products]’s (or a member of the [Outdoor Products] Group’s) (i) breach of this Agreement, (ii) violation of any Laws in providing the Services or (iii) gross negligence or willful misconduct in providing any Services; provided that nothing in this Section 9.02(b) shall be deemed to limit the rights of Vista Outdoor or any other member of the Vista Outdoor Group under Section 9.02(h), in its capacity as a Receiver, regarding Insurance Proceeds in respect of Third-Party Claims.

(c) IN NO EVENT SHALL VISTA OUTDOOR, IN ITS CAPACITY AS A PROVIDER, NOR ANY OTHER MEMBER OF THE VISTA OUTDOOR GROUP ACTING IN THE CAPACITY OF A PROVIDER, NOR ANY VISTA OUTDOOR INDEMNITEE, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO [OUTDOOR PRODUCTS] OR ANY OTHER MEMBER OF THE [OUTDOOR PRODUCTS] GROUP OR ANY OF THE [OUTDOOR PRODUCTS] INDEMNITEES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY VISTA OUTDOOR UNDER THIS AGREEMENT, EXCEPT AS MAY BE PAYABLE TO A CLAIMANT IN A THIRD-PARTY CLAIM.

(d) IN NO EVENT SHALL [OUTDOOR PRODUCTS], IN ITS CAPACITY AS A PROVIDER, NOR ANY OTHER MEMBER OF THE [OUTDOOR PRODUCTS] GROUP ACTING IN THE CAPACITY OF A PROVIDER, NOR ANY [OUTDOOR PRODUCTS] INDEMNITEE, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO

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VISTA OUTDOOR OR ANY OTHER MEMBER OF THE VISTA OUTDOOR GROUP OR ANY OF THE VISTA OUTDOOR INDEMNITEES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY [OUTDOOR PRODUCTS] UNDER THIS AGREEMENT, EXCEPT AS MAY BE PAYABLE TO A CLAIMANT IN A THIRD-PARTY CLAIM.

(e) THE TOTAL LIABILITY OF THE MEMBERS OF THE VISTA OUTDOOR GROUP, IN THEIR CAPACITY AS PROVIDERS, TO THE [OUTDOOR PRODUCTS] GROUP ARISING OUT OF, RELATED TO OR IN CONNECTION WITH OR BY REASON OF ANY SERVICES PROVIDED HEREUNDER FOR ANY CLAIM SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID TO VISTA OUTDOOR FOR SERVICES UNDER THIS AGREEMENT. THE TOTAL LIABILITY OF THE MEMBERS OF THE [OUTDOOR PRODUCTS] GROUP, IN THEIR CAPACITY AS PROVIDERS, TO THE VISTA OUTDOOR GROUP ARISING OUT OF, RELATED TO OR IN CONNECTION WITH OR BY REASON OF ANY SERVICES PROVIDED HEREUNDER FOR ANY CLAIM SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID TO [OUTDOOR PRODUCTS] FOR SERVICES UNDER THIS AGREEMENT.

(f) Each Party understands and agrees that the Parties have allocated responsibilities and risks of loss and limited liabilities of the Parties as stated in this Agreement based on the recognition that neither Party is in the business of providing the Services to third parties. Such allocations and limitations are fundamental elements of the basis of the bargain between the Parties and neither Party would be able or willing to provide the Services without the protections provided by such allocations and limitations. Each Party acknowledges (on behalf of each member of its Group in its capacity as a Receiver, and any Indemnitee thereof) that (i) neither the other Party nor the other members of the other Party’s Group is a commercial provider of the Services provided herein, (ii) the other Party is providing, or causing the other members of its Group to provide, the Services in connection with the Spin-Off and (iii) this Agreement is not intended by the Parties to have (A) Vista Outdoor or any other member of the Vista Outdoor Group manage or operate the [Outdoor Products] Business, in lieu of [Outdoor Products] or any other member of the [Outdoor Products] Group or any other [Outdoor Products] Indemnitee or (B) [Outdoor Products] or any other member of the [Outdoor Products] Group manage or operate the Vista Outdoor Business, in lieu of Vista Outdoor or any other member of the Vista Outdoor Group or any other Vista Outdoor Indemnitee. The Parties agree that the foregoing shall be taken into consideration in any claim made under this Agreement.

(g) If Vista Outdoor, in its capacity as a Provider, or any other member of the Vista Outdoor Group acting in the capacity of a Provider, or any Vista Outdoor Indemnitee, shall be liable to any [Outdoor Products] Indemnitee for any Liability arising out of a Third-Party Claim arising out of, related to or in connection with or by reason of any Services provided hereunder, Vista Outdoor, at the request of such [Outdoor Products] Indemnitee, shall use commercially reasonable efforts to pursue and recover any available Insurance Proceeds under applicable insurance policies. Promptly upon the actual receipt of any such Insurance Proceeds, Vista Outdoor shall pay such Insurance Proceeds (net of any reasonable costs or expenses incurred in the collection of such Insurance Proceeds) to such [Outdoor Products] Indemnitee to the extent of the Liability arising out of such Third-Party Claim.

(h) If [Outdoor Products], in its capacity as a Provider, or any other member of the [Outdoor Products] Group acting in the capacity of a Provider, or any [Outdoor Products] Indemnitee, shall be liable to a Vista Outdoor Indemnitee for any Liability arising out of a Third-Party Claim arising out of, related to or in connection with or by reason of any Services provided hereunder, [Outdoor Products], at the request of such Vista Outdoor Indemnitee, shall use commercially reasonable efforts to pursue and recover any available Insurance Proceeds under applicable insurance policies. Promptly upon the actual receipt of any such Insurance Proceeds, [Outdoor Products] shall pay such Insurance Proceeds (net of any reasonable costs or expenses incurred in the collection of such Insurance Proceeds) to such Vista Outdoor Indemnitee to the extent of the Liability arising out of such Third-Party Claim.

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ARTICLE X

Other Covenants

SECTION 10.01. Attorney-in-Fact. On a case-by-case basis, the Receiver shall execute documents necessary to appoint the Provider as its attorney-in-fact for the sole purpose of executing any and all documents and instruments reasonably required to be executed in connection with the performance by the Provider of any Service under this Agreement.

ARTICLE XI

Miscellaneous

SECTION 11.01. Disputes. Except as otherwise provided in this Agreement, the Parties shall resolve all disputes arising under or in connection with this Agreement (each, a “Dispute”) in accordance with the following procedures (including, for the avoidance of doubt, any Dispute relating to payments with respect to the Services). All Disputes shall be first considered in person, by teleconference or by video conference within five business days after receipt of notice from either Party specifying the nature of the Dispute (a “Dispute Notice”) by the Service Managers and, if such Dispute concerns a particular Service or Function, the Contacts whose names are set forth on Schedule A or Schedule B, as applicable, with respect to such Service or Function. If any Dispute is not resolved by the Service Managers, and such Contacts, if any, within 10 business days after receipt of a Dispute Notice, then, upon the written request of either Party, each Party shall designate a representative who does not spend a substantial portion of his or her time on activities relating to this Agreement to meet in person, by teleconference or by video conference with the other Party’s designated representative for the purpose of resolving the Dispute. The designated representatives shall negotiate in good faith to resolve the Dispute. If they do not resolve the Dispute within 10 business days after the date the Dispute was referred to them, the Parties may pursue any other rights, remedies or actions that may be available to them under this Agreement or at Law.

SECTION 11.02. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 11.03. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating a relationship of principal and agent, partnership or joint venture between the Parties, between Providers and Receivers or with any individual providing Services, it being understood and agreed that no provision contained herein, and no act of any Party or members of their respective Groups, shall be deemed to create any relationship between the Parties or members of their respective Groups other than the relationship set forth herein. Each Party and each Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates.

SECTION 11.04. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation (and the obligation of members of its Group) to use and keep confidential such Information of the other Party or its Group shall be governed by Sections 7.01(c) and 7.09 of the Separation Agreement.

SECTION 11.05. Counterparts; Entire Agreement.

(a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been

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signed by each Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and any Annexes, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 11.06. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware state court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert, and hereby waives, any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any Action resolved in accordance with this Section 11.06 be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER.

SECTION 11.07. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (i) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets or (ii) the sale of all or substantially all of such Party’s assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party as promptly as practicable following the assignment. Nothing in this Section 11.07 shall affect or impair a Provider’s ability to delegate any or all of its obligations under this Agreement to one or more Affiliates or Sub-Contractors pursuant to Section 2.03(b).

SECTION 11.08. Third-Party Beneficiaries. The Vista Outdoor Indemnitees and the [Outdoor Products] Indemnitees, in their capacities as such, shall be third-party beneficiaries of the indemnification rights provided under this Agreement. Other than as set forth in the immediately preceding sentence, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third-party Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 11.09. Notices. All notices or other communications under this Agreement shall be in writing and shall be provided in the manner set forth in the Separation Agreement.

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SECTION 11.10. Survival. Notwithstanding anything to the contrary contained herein, Article VII, Article VIII, Article IX and Article XI of this Agreement shall survive the termination of this Agreement.

SECTION 11.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid, void or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 11.12. Headings. The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 11.13. Waivers of Default. No failure or delay of either Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by either Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 11.14. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 11.15. Interpretation. The rules of interpretation set forth in Section 12.15 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

VISTA OUTDOOR INC.
by
	Name:
	Title:

	[OUTDOOR PRODUCTS SPINCO INC.]
by
	Name:
	Title:

[Signature Page to Transition Services Agreement]

EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

by and between

VISTA OUTDOOR INC.

and

[OUTDOOR PRODUCTS SPINCO INC.]

Dated as of [●], 2023

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definition of Terms		1
ARTICLE II
Allocation of Tax Liabilities and Tax Benefits
SECTION 2.01.	Vista Indemnification of Spinco		5
SECTION 2.02.	Spinco Indemnification of Vista		6
SECTION 2.03.	Vista Sales Taxes		6
SECTION 2.04.	Refunds, Credits and Offsets		6
SECTION 2.05.	Carrybacks		7
SECTION 2.06.	Straddle Periods		7
SECTION 2.07.	Apportioned Tax Attributes		7
ARTICLE III
Tax Returns, Tax Contests and Other Administrative Matters
SECTION 3.01.	Responsibility for Preparing Tax Returns		8
SECTION 3.02.	Filing of Tax Returns and Payment of Taxes		8
SECTION 3.03.	Amended Tax Returns; Adjustment Requests		9
SECTION 3.04.	Tax Contests		9
SECTION 3.05.	Expenses		9
ARTICLE IV
Tax Matters Relating to the Transactions
SECTION 4.01.	Mutual Representations		9
SECTION 4.02.	Mutual Covenants		10
SECTION 4.03.	Restricted Actions		10
SECTION 4.04.	Consent to Take Certain Restricted Actions		11
SECTION 4.05.	Procedures Regarding Opinions and Rulings		12
SECTION 4.06.	Notification and Certification Regarding Certain Acquisition Transactions		12
SECTION 4.07.	Indemnification for Shareholder Claims		13
SECTION 4.08.	Reporting		13
SECTION 4.09.	Tax Treatment of Certain Amounts Paid Pursuant to the EMA		13
SECTION 4.10.	Protective Section 336(e) Election		13
SECTION 4.11.	Actions after the Distribution on the Distribution Date		14
SECTION 4.12.	Actions after the Distribution Date for Remainder of Taxable Year		14
SECTION 4.13.	Termination of Tax Sharing Agreements		14
ARTICLE V
Procedural Matters
SECTION 5.01.	Cooperation		14
SECTION 5.02.	Interest		15
SECTION 5.03.	Indemnification Claims and Payments		15
SECTION 5.04.	Amount of Indemnity Payments		15
SECTION 5.05.	Treatment of Indemnity Payments		15
SECTION 5.06.	Resolution of Certain Disputes		15

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ARTICLE VI
Miscellaneous
SECTION 6.01.	Termination	16
SECTION 6.02.	Applicability	16
SECTION 6.03.	Survival	16
SECTION 6.04.	Separation Agreement	16
SECTION 6.05.	Confidentiality	16
SECTION 6.06.	Counterparts; Entire Agreement	16
SECTION 6.07.	Governing Law; Jurisdiction	17
SECTION 6.08.	Assignability	17
SECTION 6.09.	Third-Party Beneficiaries	17
SECTION 6.10.	Notices	17
SECTION 6.11.	Severability	18
SECTION 6.12.	Headings	18
SECTION 6.13.	Waivers of Default	19
SECTION 6.14.	Specific Performance	19
SECTION 6.15.	Amendments	19
SECTION 6.16.	Interpretation	19
SECTION 6.17.	Compliance by Subsidiaries	19

Appendix A -	Intended Tax Treatment
Appendix B -	Active Trades or Businesses
Appendix C -	Section 336(e) Election Entities
Appendix D -	Specified Tax Refunds
Appendix E -	Certain Restricted Actions

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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”).

WITNESSETH:

WHEREAS, Spinco is a wholly owned subsidiary of Vista and a member of the affiliated group of which Vista is the common parent;

WHEREAS, pursuant to the Separation Agreement, Vista and Spinco have effected or agreed to effect the Internal Transactions and the External Distribution (together, the “Transactions”); and

WHEREAS, the Parties intend that each of the applicable Transactions qualifies for its Intended Tax Treatment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definition of Terms. The following terms shall have the following meanings. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.

“10% Acquisition Transaction” has the meaning set forth in Section 4.06(c).

“Accounting Firm” has the meaning set forth in Section 3.01(e).

“Active Trade or Business” means the active conduct (determined in accordance with Section 355(b) of the Code) of, (i) in the case of Spinco and Spinco Sales, the Spinco Sales ATB, (ii) in the case of Outdoor Legacy Holdings, the Outdoor Legacy Holdings ATB and (iii) in the case of a Distributing Corporation, the Vista Sales ATB.

“Adjustment Request” means any formal or informal claim or request made or filed with any Taxing Authority for the adjustment, refund, credit or offset of Taxes, including any amended Tax Return claiming adjustment to the Taxes as reported on that Tax Return or, if applicable, to such Taxes as previously adjusted.

“Agreement” has the meaning set forth in the preamble.

“Applicable Failure” has the meaning set forth in Section 4.07.

“Applicable Share” has the meaning set forth in Section 4.07.

“Apportioned Tax Attributes” means Tax Attributes that are subject to allocation or apportionment between one Person and another Person under applicable Law or by reason of the Transactions.

“Benchmark Rate” has the meaning set forth in the Transition Services Agreement.

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“Code” means the Internal Revenue Code of 1986, as amended.

“Controlled Corporations” means Spinco, Spinco Sales and Outdoor Legacy Holdings.

“Determination” means (i) any final determination of Liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD, or (ii) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“Distributing Corporations” means Vista, Vista Commercial Ammunition Company Inc., Federal Cartridge Company (“FCC”) and Vista Outdoor Sales LLC (“VOS”).

“Distributions” means the VOS-Spinco Sales Split, the FCC Distribution, the Ammo Co Distribution and the External Distribution.

“Filing Party” has the meaning set forth in Section 3.02(a).

“Indemnifying Party” means a Party that has an obligation to make an Indemnity Payment.

“Indemnitee” means a Party that is entitled to receive an Indemnity Payment.

“Indemnity Payment” means an indemnity payment contemplated by this Agreement, the EMA or the Separation Agreement.

“Intended Tax Treatment” means, with respect to each of the applicable Transactions, the U.S. Federal income Tax consequences (if any) set forth for such Transaction in Appendix A.

“IRS” means the U.S. Internal Revenue Service.

“Legal Comfort” has the meaning set forth in Section 4.04(b).

“Liabilities” has the meaning set forth in the Separation Agreement.

“Non-US Spinco Member” means (i) any Spinco Entity other than an entity that is incorporated, organized or otherwise formed under the Laws of the United States or any state thereof or the District of Columbia and (ii) any Spinco Entity formed under the Laws of the United States or any state thereof or the District of Columbia that is owned, in whole or in part, directly or indirectly, by any Spinco Entity described in clause (i).

“Ordinary Course of Business” means, with respect to an action taken (or to be taken) by a Person, that the action is taken in the ordinary course of the normal day-to-day operations of that Person.

“Ordinary Tax Disputes” has the meaning set forth in Section 5.06(a).

“Ordinary Taxes” means Taxes other than (i) Transaction Taxes and (ii) Transfer Taxes.

“Other Party” means, with respect to any Restricted Action, the Party (Vista or Spinco, as applicable) that is not the Restricted Party with respect to such Restricted Action.

“Outdoor Legacy Holdings” means [●].

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“Outdoor Legacy Holdings ATB” has the meaning set forth in Appendix B.

“Parties” has the meaning set forth in the preamble.

“Pre-Distribution Tax Period” means any taxable period (or portion thereof) that ends on or before the Distribution Date.

“Proposed Acquisition Transaction” has the meaning set forth in Section 4.03(b).

“Protective Section 336(e) Election” means, with respect to an entity, a protective election under Section 336(e) of the Code and Section 1.336-2(j) of the Regulations (and any similar provision of U.S. state or local Law for such jurisdictions as Vista shall determine at its sole discretion) to treat the disposition of the stock of such entity, pursuant to the Distributions, as a deemed sale of the assets of such entity in accordance with Section 1.336-2(h) of the Regulations (or any similar provision of U.S. state or local Law).

“Records” has the meaning set forth in Section 5.01.

“Refund Recipient” has the meaning set forth in Section 2.04.

“Regulations” means the Treasury regulations promulgated under the Code.

“Restricted Action” has the meaning set forth in Section 4.03(a).

“Restricted Party” means, with respect to any Restricted Action, the Party (Vista or Spinco, as applicable) that seeks to take (or cause its Subsidiary to take) such Restricted Action.

“Restricted Period” has the meaning set forth in Section 4.03(a).

“Ruling” means a private letter ruling (including any supplemental ruling) issued by the IRS, whether granted prior to, on or after the date hereof.

“SAG” means a “separate affiliated group” within the meaning of Section 355(b)(3)(B) of the Code.

“Separation Agreement” means the Separation and Distribution Agreement dated as of the date of this Agreement by and between Vista and Spinco, including the Schedules thereto.

“Shareholder Claim” has the meaning set forth in Section 4.07.

“Specified Dispute” means any dispute (i) relating to Liabilities for Taxes in which the amount of Liabilities in dispute is reasonably expected to exceed $1 million or (ii) relating to Liabilities for a Shareholder Claim.

“Spinco” has the meaning set forth in the preamble.

“Spinco Entity” means Spinco or any Subsidiary of Spinco after the External Distribution.

“Spinco Non-Income Tax Return” means any Spinco Tax Return in respect of any business and occupation tax, business income and receipts tax, business tax, commerce tax, excise tax, gross receipts tax, sales and use tax, personal property tax, real property tax, unclaimed property or payroll tax.

“Spinco Sales” means [●].

“Spinco Sales ATB” has the meaning set forth in Appendix B.

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“Spinco Tax Returns” means a Tax Return of any Spinco Entity or group composed solely of Spinco Entities.

“Stock” means (i) all classes or series of stock or other equity interests of an entity and (ii) all other instruments properly treated as stock of such entity for U.S. Federal income Tax purposes.

“Subsidiary” means, with respect to any Person, a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person and/or one or more Subsidiaries of such Person has either (i) a majority ownership in the equity thereof; (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity; or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function. For the avoidance of doubt, unless expressly provided to the contrary, references to Subsidiaries of Vista shall not include any Spinco Entities.

“Tax Advisor” means a U.S. Tax counsel or accountant of recognized national standing.

“Tax Attribute” means (i) any carryovers or carrybacks of net operating losses, net capital losses, excess tax credits and any other similar tax attributes and (ii) earnings and profits (including previously taxed earnings and profits), tax basis or other similar tax attributes, in each case, as determined for U.S. Federal, state, local or foreign Tax purposes.

“Tax Contest” means an audit, review, examination or other administrative or judicial proceeding, in each case, by any Taxing Authority.

“Tax Opinion” means the written opinion of Cravath, Swaine & Moore LLP issued to Vista to the effect that each of the applicable Transactions will qualify for its Intended Tax Treatment.

“Tax Opinion Representations” means representations regarding certain facts in existence at the applicable time made by Vista and Spinco that serve as a basis for the Tax Opinion.

“Tax Return” means any return, declaration, statement, report, form, estimate or information return relating to Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“Tax Return Preparer” has the meaning set forth in Section 3.01(c).

“Taxes” means all forms of taxation, tariffs or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, in each case, in the nature of a tax, together with any related interest, penalties and other additional amounts.

“Taxing Authority” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“Transaction Tax Contest” means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.

“Transaction Taxes” means all (i) Taxes imposed on Vista, Spinco or any of their respective Subsidiaries resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment, (ii) Taxes imposed on any third party resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment for which Vista, Spinco or any of their respective Subsidiaries is or becomes liable for any reason and (iii) reasonable, out-of-pocket legal, accounting and other advisory or court fees incurred in connection with Liability for Taxes described in clause (i) or (ii).

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“Transactions” has the meaning set forth in the recitals.

“Transfer Taxes” means all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes incurred as a result of the Transactions.

“Unqualified Tax Opinion” has the meaning set forth in Section 4.04(c).

“Vista” has the meaning set forth in the preamble.

“Vista Sales ATB” has the meaning set forth in Appendix B.

“Vista Tax Group” means any group of entities that includes (i) Vista or any Subsidiary of Vista or (ii) Vista or any Subsidiary of Vista and any Spinco Entity.

“Vista Tax Return” means any Tax Return (i) of any Vista Tax Group or (ii) any of Vista or any Subsidiary of Vista.

“VOS Taxes” has the meaning set forth in Section 2.03.

ARTICLE II

Allocation of Tax Liabilities and Tax Benefits

SECTION 2.01. Vista Indemnification of Spinco. After the External Distribution, Vista shall be liable for, and shall indemnify, defend and hold Spinco harmless from and against, the following Taxes, whether incurred directly by Spinco or indirectly through one of its Subsidiaries:

(a) For any taxable period, Ordinary Taxes due with respect to all Vista Tax Returns (other than Ordinary Taxes for which Spinco is liable under Section 2.02);

(b) Transaction Taxes attributable to:

(i) the failure to be true when made or deemed made of any Tax Opinion Representation made by Vista;

(ii) any action or omission after the External Distribution by Vista or any Subsidiary of Vista in breach of the covenants set forth herein (including those in Section 4.03, without regard to Section 4.04), in any other Ancillary Agreement or in the Separation Agreement;

(iii) the application of Section 355(e) or 355(f) of the Code to any of the Distributions by virtue of any acquisition (or deemed acquisition) of a Distributing Corporation’s Stock (including newly issued Distributing Corporation Stock) or assets of a Distributing Corporation or any Subsidiary of a Distributing Corporation;

(iv) a determination that any of the Distributions was used principally as a device for the distribution of the earnings and profits within the meaning of Section 355(a)(1)(B) of the Code if such determination was based in whole or in part on any sale or exchange of a Distributing Corporation’s Stock or on any distribution on a Distributing Corporation’s Stock occurring after the External Distribution; or

(v) any other action or omission after the External Distribution by Vista or any Subsidiary of Vista, except to the extent such action or omission is otherwise expressly required or permitted by this Agreement, any other Ancillary Agreement or the Separation Agreement;

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(c) 50% of Transaction Taxes not described in either clause (b) or Section 2.02(b); and

(d) 50% of all Transfer Taxes.

SECTION 2.02.    Spinco Indemnification of Vista. After the External Distribution, Spinco shall be liable for, and shall indemnify, defend and hold Vista harmless from and against, the following Taxes, whether incurred directly by Vista or indirectly through one of its Subsidiaries:

(a) For any taxable period, Ordinary Taxes due with respect to all Spinco Tax Returns;

(b) Transaction Taxes attributable to:

(i) the failure to be true when made or deemed made of any Tax Opinion Representation made by Spinco;

(ii) any action or omission after the External Distribution by Spinco or any Subsidiary of Spinco in breach of the covenants set forth herein (including those in Section 4.03, without regard to Section 4.04), in any other Ancillary Agreement or in the Separation Agreement;

(iii) the application of Section 355(e) or 355(f) of the Code to any of the Distributions by virtue of any acquisition (or deemed acquisition) of a Controlled Corporation’s Stock (including newly issued Controlled Corporation Stock) or assets of a Controlled Corporation or any Subsidiary of a Controlled Corporation;

(iv) a determination that any of the Distributions was used principally as a device for the distribution of the earnings and profits within the meaning of Section 355(a)(1)(B) of the Code if such determination was based in whole or in part on any sale or exchange of a Controlled Corporation’s Stock or on any distribution on a Controlled Corporation’s Stock occurring after the External Distribution; or

(v) any other action or omission after the External Distribution by Spinco or any Subsidiary of Spinco, except to the extent such action or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04), any other Ancillary Agreement or the Separation Agreement;

(c) 50% of Transaction Taxes not described in either clause (b) or Section 2.01(b);

(d) VOS Taxes allocated to Spinco under Section 2.03; and

(e) 50% of all Transfer Taxes.

SECTION 2.03. Vista Sales Taxes. Sales, use, gross receipts, commercial activity, commerce, business and occupation and excise Taxes and any import or export customs, tariffs or duties of VOS (“VOS Taxes”) that clearly relate to sales of products of Spinco or its Subsidiaries, as determined by the Parties in good faith, shall be allocated to Spinco; provided that any base exclusions with respect to VOS Taxes shall be applied first to sales of products of Vista or its Subsidiaries with the remainder applied to sales of products of Spinco or its Subsidiaries. If the Parties are unable to agree on the portion of VOS Taxes attributable to the sales of products of Spinco or its Subsidiaries, the dispute resolution procedures provided in Section 3.01(e) shall apply mutatis mutandis.

SECTION 2.04. Refunds, Credits and Offsets. Subject to Section 2.05 and except as provided in Appendix D, if Vista, Spinco or any of their respective Subsidiaries receives any refund of any Taxes for which the other Party is liable under Sections 2.01 or 2.02 (a “Refund Recipient”), such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest, but net of any Taxes imposed with respect to such refund) within ten (10) business days of receipt or accrual; provided, however, that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such Refund Recipient is required to repay such refund to the relevant Taxing Authority. In the event a Party would be a Refund Recipient but for the fact it

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applied a refund to which it would otherwise have been entitled against a Tax Liability arising in a subsequent taxable period, then such Party shall be treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund for purposes of this Section 2.04, and shall be paid within ten (10) business days of the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax Liability.

SECTION 2.05. Carrybacks. If a Tax Return of Spinco or any of its Subsidiaries for any taxable period ending after the Distribution Date reflects any Tax Attribute that may be carried back to a Pre-Distribution Tax Period, then, unless Spinco obtains the prior written consent of Vista, which consent shall not be unreasonably withheld, conditioned or delayed, Spinco or its applicable Subsidiary shall (a) waive the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period and (b) not make any affirmative election to carry back any such Tax Attribute to a Pre-Distribution Tax Period, in each case, to the extent permissible under applicable Law. In the event that Spinco or any of its Subsidiaries does carry back such a Tax Attribute to a Pre-Distribution Tax Period without consent from Vista, then (i) no payment with respect to such carryback shall be due to Spinco or any of its Subsidiaries from Vista and (ii) if Spinco or any of its Subsidiaries receives any refund, credit or offset of any Taxes in connection with such carryback, Spinco shall promptly pay to Vista the full amount of such refund or the economic benefit of the credit or offset (including interest, but net of any Taxes imposed with respect to such refund). If Vista consents to a carryback, Spinco shall reimburse Vista for reasonable out-of-pocket costs and expenses that were necessary to obtain such carryback within ten (10) business days after receiving an invoice from Vista therefor. This Section 2.05 shall not apply to any Tax Attributes that would be carried back to any Spinco Tax Return.

SECTION 2.06. Straddle Periods. (a) Vista and Spinco shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each Spinco Entity for all Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law.

(b) Vista and Spinco hereby agree that, consistent with Section 1.1502-76(b) of the Regulations, (i) all items of income, gain, deduction, loss or credit of a Spinco Entity arising as a result of any transaction occurring on the Distribution Date but after the effective time of the External Distribution and (ii) any transaction occurring or item of income, gain, deduction, loss or credit recognized in the Ordinary Course of Business of a Spinco Entity on the Distribution Date are, in each case, properly allocable to the portion of the Distribution Date following the Distribution and shall be treated for all U.S. Federal income Tax purposes as occurring at the beginning of the day following the Distribution Date. The Parties shall file all Tax Returns in a manner consistent with such treatment.

SECTION 2.07. Apportioned Tax Attributes. Spinco may request that Vista undertake a determination of the portion, if any, of any Apportioned Tax Attribute to be allocated or apportioned to a Spinco Entity under applicable Law. If Vista undertakes such a determination, whether or not at the request of Spinco, Vista shall in good faith advise Spinco in writing of the amount, if any, of any Apportioned Tax Attributes which Vista determines shall be allocated or apportioned to a Spinco Entity under applicable Law; provided that this Section 2.07 shall not be construed as obligating Vista to undertake any such determination as to the amount, allocation or apportionment of any Apportioned Tax Attribute. Spinco agrees that it shall accept Vista’s allocation or apportionment of Apportioned Tax Attributes, and Spinco shall, or shall cause the applicable Spinco Entity to, prepare all Tax Returns in accordance therewith, unless such allocation or apportionment is manifestly unreasonable or manifestly erroneous. Spinco shall reimburse Vista for all reasonable third-party costs and expenses incurred by Vista or any of its Subsidiaries in connection with such determination requested by Spinco within ten (10) business days after receiving an invoice from Vista therefor.

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ARTICLE III

Tax Returns, Tax Contests and Other Administrative Matters

SECTION 3.01. Responsibility for Preparing Tax Returns. (a) Vista shall timely prepare or cause to be timely prepared all Tax Returns (including Spinco Tax Returns but excluding Tax Returns described in Section 3.01(b)) for taxable periods beginning before the Distribution Date.

(b) Spinco shall timely prepare or cause to be timely prepared any Spinco Non-Income Tax Returns and Tax Returns of Non-US Spinco Members that are required or permitted to be filed for any taxable period beginning before the Distribution Date; provided that any such Spinco Non-Income Tax Returns and Tax Returns of Non-US Spinco Members shall be prepared on a basis consistent with past practice except as required by applicable Law or to correct any clear error.

(c) The Party responsible for preparing any Tax Returns pursuant to this Section 3.01 shall be referred to herein as the “Tax Return Preparer”. If the Tax Return Preparer is not the Filing Party with respect to a Tax Return it is responsible for preparing, the Tax Return Preparer shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to the Filing Party reasonably in advance of the applicable filing deadline.

(d) To the extent that a Tax Return directly relates to matters for which the other Party is reasonably expected to have an indemnification obligation or that may give rise to a refund to which such Party is entitled under this Agreement, the Tax Return Preparer shall: (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as necessary to reflect the Transactions, (B) as required by applicable Law or to correct any clear error, (C) as a result of changes or elections made on any Vista Tax Return that do not relate primarily to a Spinco Entity or (D) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party.

(e) The Parties shall attempt in good faith to resolve any issues arising out of the review of any Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with this Section 3.01 as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. The fees and expenses of the Accounting Firm shall be borne by the non-prevailing Party (as determined by the Accounting Firm).

SECTION 3.02. Filing of Tax Returns and Payment of Taxes. (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law (such Party, the “Filing Party”) and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

(b) The Filing Party shall, no later than five (5) business days before the due date (including extensions) of any Tax Return that it is obligated to file pursuant to Section 3.02(a) with respect to which the other Party is reasonably expected to have an indemnification obligation under this Agreement, notify the other Party of any amount (or any portion of any such amount) shown as due on that Tax Return for which the other Party must indemnify the Filing Party under this Agreement. The other Party shall pay such amount to the Filing Party no later than the due date (including extensions) of the relevant Tax Return. A failure by an Indemnitee to give notice as provided in this Section 3.02(b) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

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SECTION 3.03. Amended Tax Returns; Adjustment Requests. (a) Neither Spinco nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any (i) Vista Tax Return or (ii) Tax Return of Spinco or any of its Subsidiaries to the extent such Tax Return relates to the Pre-Distribution Tax Period, in each case, without the prior written consent of Vista, which consent shall not be unreasonably withheld, conditioned or delayed.

(b) Spinco shall not file any Adjustment Request with respect to any Tax for which Vista has an indemnification obligation under this Agreement or that would otherwise reasonably be expected to give rise to a Tax Liability for which Vista would be responsible (and for which Vista may not seek indemnification under this Agreement) and Vista will not file any Adjustment Request with respect to any Tax for which Spinco has an indemnification obligation under this Agreement or that would otherwise reasonably be expected to give rise to a Tax Liability for which Spinco would be responsible (and for which Spinco may not seek indemnification under this Agreement), in each case, without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Any Adjustment Request that the Parties consent to make under this Section 3.03 shall be prepared by the applicable Tax Return Preparer.

SECTION 3.04. Tax Contests. (a) Vista or Spinco, as applicable, shall, within ten (10) business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.04(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(b) Vista shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than (i) a Transaction Tax Contest (which shall be governed by Section 3.04(c)) and (ii) a Tax Contest relating to a Spinco Tax Return (which shall be exclusively controlled by Spinco), relating to a taxable period beginning before the Distribution Date. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall (i) keep the Indemnifying Party reasonably informed of the progress of such Tax Contest and (ii) not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(c) Vista shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided that (i) Vista shall keep Spinco reasonably informed of the progress of any Transaction Tax Contest, (ii) Vista shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to any Transaction Tax Contest.

SECTION 3.05. Expenses. Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article II.

ARTICLE IV

Tax Matters Relating to the Transactions

SECTION 4.01. Mutual Representations. Each Party represents that it knows of no fact, and has no plan or intention to take any action, that it knows or reasonably should expect, after consultation with a Tax Advisor, is inconsistent with the qualification of any step of the Transactions for its Intended Tax Treatment.

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SECTION 4.02. Mutual Covenants. (a) Each Party shall use its reasonable best efforts to cause the Tax Opinion to be issued, including by executing the Tax Opinion Representations requested by Cravath, Swaine & Moore LLP that are true and correct.

(b) Except as otherwise expressly required or permitted by the Separation Agreement, this Agreement or any other Ancillary Agreement, after the External Distribution neither Party shall take or fail to take, or cause or permit its respective Subsidiaries to take or fail to take, any action, if such action or omission would be inconsistent with its Tax Opinion Representations or the Intended Tax Treatment.

SECTION 4.03. Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two (2)-year period following the Distribution Date (the “Restricted Period”), Spinco shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions, take any Restricted Action. For purposes of this Agreement, a “Restricted Action” means:

(i) entering into any Proposed Acquisition Transaction;

(ii) taking any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither Spinco nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, or any “fair price” or other provision of Spinco’s charter or bylaws or (D) amending its certificate of incorporation to declassify its board of directors or approving any such amendment);

(iii) liquidating or partially liquidating a Controlled Corporation, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into a Controlled Corporation or any of its Subsidiaries in which such Controlled Corporation or its Subsidiary, as applicable, is the surviving entity, shall not constitute an action described in this Section 4.03(a)(iii));

(iv) causing or permitting any Controlled Corporation to cease to engage (directly or through its SAG) in its applicable Active Trade or Business;

(v) selling or transferring 50% or more of the gross assets of the Active Trade or Business of any Controlled Corporation (provided, however, that the foregoing shall not apply to (A) sales, transfers or dispositions of assets to any member of such Controlled Corporation’s SAG, (B) sales, transfers or dispositions of assets in the Ordinary Course of Business of such Controlled Corporation or its Subsidiaries, (C) payments of cash to acquire assets from an unrelated Person in an arm’s-length transaction, (D) sales, transfers or dispositions of assets to a Person that is disregarded as an entity separate from the transferor for U.S. Federal income Tax purposes or (E) any mandatory repayments (or prepayments) of any indebtedness of such Controlled Corporation or any of its Subsidiaries); or

(vi) redeeming or otherwise repurchasing (directly or indirectly) any Controlled Corporation’s Stock, except for redemptions or repurchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to its amendment by Revenue Procedure 2003-48).

For all purposes of this Agreement, the taking of any action (including making any tax election, for example, under Section 301.7701-3 of the Regulations) that is not a Restricted Action but that could reasonably be expected to be treated, for U.S. Federal income Tax purposes, as a Restricted Action shall be treated as a Restricted Action.

(b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more

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Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in a Controlled Corporation’s Stock that, when combined with any other acquisitions of such Controlled Corporation’s Stock that occur after the Distributions (but excluding any other acquisition described in clause (ii), below) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in such Controlled Corporation for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of a Controlled Corporation’s Stock and any amendment to the certificate of incorporation (or other organizational documents) of a Controlled Corporation shall be treated as an indirect acquisition of such Controlled Corporation’s Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in such Controlled Corporation for U.S. Federal income Tax purposes increases by vote or value.

(ii) Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (x) the adoption by Spinco of a shareholder rights plan that meets the requirements of Revenue Ruling 90-11, (y) transfers on an established market of Spinco’s Stock that are described in Safe Harbor VII of Section 1.355-7(d) of the Regulations or (z) issuances of a Controlled Corporation’s Stock that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Section 1.355-7(d) of the Regulations; provided that such transaction or series of transactions shall constitute a Proposed Acquisition Transaction if meaningful factual diligence is necessary to establish that Section 4.03(b)(ii)(x), (y) or (z) applies.

(c) Notwithstanding anything to the contrary herein, the provisions of Section 4.03(a) and Section 4.03(b) shall also apply to Vista, mutatis mutandis. For this purpose, each reference in clauses (a) and (b) of this Section 4.03 to (i) Spinco shall instead be deemed to be a reference to Vista and (ii) to a Controlled Corporation shall instead be deemed to be a reference to a Distributing Corporation.

(d) The provisions of this Section 4.03, including the definition of “Proposed Acquisition Transaction” and “Restricted Action”, are intended to monitor compliance with Section 355 of the Code and shall be interpreted accordingly. Any clarification of, or change in, Section 355 of the Code or the Regulations thereunder shall be incorporated into this Section 4.03 and its interpretation.

SECTION 4.04. Consent to Take Certain Restricted Actions. (a) Any Restricted Party may (and may cause or permit its Subsidiaries to) take a Restricted Action if (i) the Other Party consents in writing to any such Restricted Action, which consent shall be at the Other Party’s sole and absolute discretion or (ii) the Restricted Party has received Legal Comfort with respect to such Restricted Action. For the avoidance of doubt, neither the Other Party’s written consent pursuant to this Section 4.04(a) nor the Restricted Party’s receipt of Legal Comfort shall relieve the Restricted Party of its indemnification obligations under Section 2.01(b) or 2.02(b), as applicable.

(b) For purposes of this Agreement, “Legal Comfort” means either a Ruling or an Unqualified Tax Opinion concluding that the proposed Restricted Action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Legal Comfort only if it is satisfactory in both form and substance to the Other Party in its discretion, which discretion shall be reasonably exercised in good faith solely to ensure that the proposed Restricted Action does not result in any step of the Transactions failing to qualify for its Intended Tax Treatment. In determining whether an Unqualified Tax Opinion is satisfactory, the Other Party may consider, among other factors, the appropriateness of any underlying assumptions or representations and the Other Party’s views on the substantive merits of the legal analysis contained therein, and the Other Party may determine that no Unqualified Tax Opinion would be acceptable to the Other Party.

(c) For purposes of this Agreement, “Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to the Other Party in the Other Party’s sole and absolute

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discretion, that permits reliance by the Other Party. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of the Tax Opinion and any previously issued Unqualified Tax Opinions and Rulings, unless such reliance would be unreasonable under the circumstances, and shall assume that each of the applicable Transactions would have qualified for its Intended Tax Treatment if the Restricted Action in question did not occur.

SECTION 4.05. Procedures Regarding Opinions and Rulings. (a) If the Restricted Party notifies the Other Party that it desires to take a Restricted Action and the Other Party requires Legal Comfort as a condition to consenting to such Restricted Action pursuant to Section 4.04(b), the Other Party shall use commercially reasonable efforts to expeditiously obtain, or assist the Restricted Party in obtaining, such Legal Comfort. Notwithstanding the foregoing, the Other Party shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, the Restricted Party fails to certify that all information and representations relating to the Restricted Party or any Subsidiary of the Restricted Party in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. The Restricted Party shall reimburse the Other Party for all reasonable out-of-pocket costs and expenses incurred by the Other Party or any Subsidiary of the Other Party in obtaining Legal Comfort within ten (10) business days after receiving an invoice from the Other Party therefor.

(b) Notwithstanding anything herein to the contrary, Spinco shall not seek any Ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions) if Vista determines that there is a reasonable possibility that such action could have a material adverse impact on Vista or any Subsidiary of Vista.

(c) Vista shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of a Tax Advisor relating to the Transactions at any time in Vista’s sole discretion. Spinco, at the request of Vista, shall use commercially reasonable efforts to expeditiously obtain, or assist Vista in obtaining, any such Ruling, other guidance or opinion; provided, however, that Spinco shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. Vista shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by Spinco or any Subsidiary of Spinco in obtaining a Ruling, other guidance or opinion requested by Vista within ten (10) business days after receiving an invoice from Spinco therefor.

(d) Notwithstanding anything to the contrary in Section 4.05(a), Vista shall have exclusive control over the process of obtaining any Ruling or other guidance from any Taxing Authority concerning the Transactions, and Spinco shall not independently seek any Ruling or other guidance concerning the Transactions at any time. In connection with any Ruling requested by Spinco pursuant to Section 4.05(a) or that can reasonably be expected to affect Spinco’s Liabilities under this Agreement, Vista shall (i) keep Spinco informed of all material actions taken or proposed to be taken by Vista, (ii) reasonably in advance of the submission of any ruling request provide Spinco with a draft thereof, consider Spinco’s comments on such draft and provide Spinco with a final copy thereof and (iii) provide Spinco with notice reasonably in advance of, and (subject to the approval of the IRS) permit Spinco to attend, any formally scheduled meetings with the IRS that relate to such Ruling.

SECTION 4.06. Notification and Certification Regarding Certain Acquisition Transactions.

(a) If a Controlled Corporation proposes to enter into any 10% Acquisition Transaction or take any affirmative action to permit any 10% Acquisition Transaction to occur at any time during the thirty (30)-month period following the Distribution Date, Spinco shall undertake in good faith to provide Vista, no later than ten (10) business days prior to signing any written agreement with respect to such 10% Acquisition Transaction or obtaining knowledge of the occurrence of any such 10% Acquisition Transaction that takes place without written agreement, with a written description of such transaction (including the type and amount of the applicable Controlled Corporation’s Stock to be acquired) and a brief explanation as to why Spinco believes that such transaction does not result in the application of Section 355(a)(1)(B), 355(e) or 355(f) of the Code to the Transactions.

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(b) If a Distributing Corporation proposes to enter into any 10% Acquisition Transaction or take any affirmative action to permit any 10% Acquisition Transaction to occur at any time during the thirty (30)-month period following the Distribution Date, Vista shall undertake in good faith to provide Spinco, no later than ten (10) business days prior to signing any written agreement with respect to such 10% Acquisition Transaction or obtaining knowledge of the occurrence of any such 10% Acquisition Transaction that takes place without written agreement, with a written description of such transaction (including the type and amount of the applicable Distributing Corporation’s Stock to be acquired) and a brief explanation as to why Vista believes that such transaction does not result in the application of Section 355(a)(1)(B), 355(e) or 355(f) of the Code to the Transactions.

(c) For purposes of this Section 4.06, “10% Acquisition Transaction” means any transaction or series of transactions that would be a Proposed Acquisition Transaction if the percentage specified in the definition of Proposed Acquisition Transaction were 10% instead of 40%.

SECTION 4.07. Indemnification for Shareholder Claims. In the event that the External Distribution fails to qualify for its Intended Tax Treatment (including, but not limited to, as a result of a Party taking a Restricted Action) (the “Applicable Failure”), each Party shall be liable for, and shall indemnify, defend and hold the other Party harmless from and against such first Party’s Applicable Share of any and all Liabilities relating to, arising out of or resulting from a claim made by any Person that was a shareholder of Vista at the time of the External Distribution (in such Person’s capacity as a shareholder of Vista) that is based on such Applicable Failure (a “Shareholder Claim”). As used herein, “Applicable Share” means, with respect to a Party and with respect to any Applicable Failure, a share of the Liabilities relating to, arising out of or resulting from the applicable Shareholder Claim that is equal to the share of the Transaction Taxes that are allocated to such Party pursuant to Sections 2.01 and 2.02 as a result of such Applicable Failure.

SECTION 4.08. Reporting. Vista and Spinco shall (i) timely file any appropriate information and statements (including as required by Section 6045B of the Code and Section 1.355-5 and, to the extent applicable, Section 1.368-3 of the Regulations) to report each of the applicable Transactions as qualifying for its Intended Tax Treatment and (ii) absent a change of Law or an applicable Determination otherwise, not take, and shall not cause any of its Subsidiaries to take, any position on any Tax Return that is inconsistent with such qualification.

SECTION 4.09. Tax Treatment of Certain Amounts Paid Pursuant to the EMA. Amounts paid pursuant to the EMA shall be treated in the manner as described in the EMA and Section 5.05.

SECTION 4.10. Protective Section 336(e) Election. (a) Vista will make a Protective Section 336(e) Election with respect to the stock of the entities listed on Appendix C. Accordingly, the Parties agree that this Agreement constitutes a written, binding agreement to make a Protective Section 336(e) Election with respect to each such entity as contemplated by Section 1.336-2(h)(1)(i) of the Regulations. Spinco will cooperate with Vista to facilitate the making of any such election.

(b) If, as a result of a Protective Section 336(e) Election, Spinco realizes a Tax benefit from the step-up in Tax basis resulting from a failure of any of the Distributions to qualify (in whole or in part) for its Intended Tax Treatment, Spinco shall make quarterly payments to Vista of the actual Tax savings, as and when realized, arising from such Tax benefit in the same proportion that any Transaction Taxes arising as a result of such failure are apportioned to Vista pursuant to Sections 2.01 and 2.02. The actual Tax savings shall be determined on a “with and without” basis (treating any deductions or amortization attributable to the step-up in Tax basis resulting from the Protective Section 336(e) Election as the last items claimed for any taxable period, including after the utilization of any available net operating loss carryforwards), net of any reasonable out-of-pocket expenses necessary to secure such Tax savings.

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SECTION 4.11. Actions after the Distribution on the Distribution Date. Spinco shall not take (or cause its Subsidiaries to take) any action on the Distribution Date after the External Distribution that is outside the Ordinary Course of Business of Spinco (or its Subsidiaries, as applicable).

SECTION 4.12. Actions after the Distribution Date for Remainder of Taxable Year. (a) From and after the Distribution Date, Spinco shall not, without the prior consent of Vista, which consent shall not be unreasonably withheld, conditioned or delayed, cause or permit any Non-US Spinco Member to engage in, enter into, or undertake any of the following actions or series of actions having an effective date on or before March 31, 2024:

(b) a distribution, whether in the form of a dividend, return of capital or otherwise;

(c) a redemption or other repurchase (directly or indirectly) of any shares of capital stock of any Non-US Spinco Member;

(d) any merger, consolidation, amalgamation, combination, demerger, liquidation, conversion or other corporate restructuring having similar effect;

(e) a sale of assets;

(f) a sale of any shares of any Subsidiary of Spinco;

(g) the filing of an IRS Form 8832 with respect to any Non-US Spinco Member or any other action that would reasonably be expected to change the U.S. entity classification of any Non-US Spinco Member;

(h) any similar actions or transactions outside of the Ordinary Course of Business of any Non-US Spinco Member that would reasonably be expected to impact the earnings and profits as determined for U.S. Federal income Tax purposes of any Non-US Spinco Member; or

(i) any “extraordinary reduction” (within the meaning of Section 1.245A-5(e)(2) of the Regulations) with respect to the ownership of any Non-US Spinco Member that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) by any “controlling section 245A shareholder” (within the meaning of Section 1.245A-5(i)(2) of the Regulations).

SECTION 4.13. Termination of Tax Sharing Agreements. Effective as of the Distribution Date, all Tax allocation or sharing agreements that are exclusively between one or more Spinco Entities, on the one hand, and one or more of Vista or any of its Subsidiaries, on the other hand (other than this Agreement) are hereby terminated.

ARTICLE V

Procedural Matters

SECTION 5.01. Cooperation. Each Party shall cooperate (and cause their respective Subsidiaries to cooperate) with reasonable requests from the other Party in matters covered by this Agreement, including in connection with the preparation and filing of Tax Returns, the calculation of Taxes, the determination of the proper financial accounting treatment of Tax items and the conduct and settlement of Tax Contests. Such cooperation shall include:

(i) retaining until the expiration of the relevant statute of limitations (including extensions) of records, documents, accounting data, computer data and other information (“Records”) necessary for the preparation, filing, review, audit or defense of all Tax Returns relevant to an obligation, right or Liability of either Party under this Agreement;

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(ii) providing the other Party reasonable access to Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to an obligation, right or Liability of the other Party under this Agreement or otherwise reasonably required by the other Party to complete Tax Returns or to compute the amount of any payment contemplated by this Agreement; and

(iii) notifying the other Party prior to disposing of any relevant Records and affording the other Party the opportunity to take possession or make copies of such Records at its discretion.

SECTION 5.02. Interest. Any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest from the end of that period. Interest required to be paid pursuant to this Agreement shall, unless otherwise specified, be computed at the rate per annum equal to the Benchmark Rate plus two (2) percent.

SECTION 5.03. Indemnification Claims and Payments. (a) An Indemnitee shall be entitled to make a claim for payment with respect to Taxes or Shareholder Claims under this Agreement when the Indemnitee determines that it is entitled to such payment and is able to calculate with reasonable accuracy the amount of such payment. Except as otherwise provided in Section 3.02(b), the Indemnitee shall provide to the Indemnifying Party notice of such claim within sixty (60) business days of the first date on which it so becomes entitled to make such claim. Such notice shall include a description of such claim and a detailed calculation of the amount claimed.

(b) Except as otherwise provided in Section 3.02(b), the Indemnifying Party shall make the claimed payment to the Indemnitee within thirty (30) business days after receiving such notice, unless the Indemnifying Party reasonably disputes its Liability for, or the amount of, such payment.

(c) A failure by an Indemnitee to give notice as provided in Section 3.02(b), 3.04 or 5.03(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(d) Nothing in this Section 5.03 shall prejudice a Party’s right to receive payments pursuant to Section 3.02(b).

SECTION 5.04. Amount of Indemnity Payments. The amount of any Indemnity Payment shall be (i) reduced to take into account any Tax benefit actually realized by the Indemnitee resulting from the incurrence of the Liability in respect of which the Indemnity Payment is made and (ii) increased to take into account any Tax cost actually realized by the Indemnitee resulting from the receipt of the Indemnity Payment, including any Tax cost arising from such Indemnity Payment having resulted in income or gain to either Party, for example, under Section 1.1502-19 of the Regulations, and any Taxes imposed on additional amounts payable pursuant to this clause (ii). For purposes of calculating the amount of any Tax benefit or Tax cost, the applicable Indemnitee shall be deemed to be subject to the maximum applicable tax rate and any Tax attributes of such Indemnitee shall be disregarded.

SECTION 5.05. Treatment of Indemnity Payments. Any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Distribution Date) shall be treated by Vista and Spinco for all Tax purposes as a distribution from Spinco to Vista immediately prior to the External Distribution (if made by Spinco to Vista) or as a contribution from Vista to Spinco immediately prior to the External Distribution (if made by Vista to Spinco), except as otherwise required by applicable Law or a Determination.

SECTION 5.06. Resolution of Certain Disputes. (a) Disputes arising between the Parties in connection with this Agreement shall be governed as follows:

(i) Section 2.03 shall govern the obligations, rights and Liabilities of the Parties with respect to disputes related to the allocation of VOS Taxes;

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(ii) Section 3.01(e) shall govern the obligations, rights and Liabilities of the Parties with respect to disputes related to the review of any Tax Returns;

(iii) Nothing in this Agreement (other than Section 6.07) is intended to address or limit the obligations, rights or Liabilities of the Parties under applicable Law with respect to Specified Disputes; and

(iv) Section 5.06(b) shall govern the obligations, rights and Liabilities of the Parties with respect to all other disputes arising in connection with this Agreement not described in clauses (i), (ii) or (iii) (such disputes, “Ordinary Tax Disputes”).

(b) The Parties shall negotiate in good faith to resolve any Ordinary Tax Dispute for forty-five (45) calendar days (unless earlier resolved). Upon notice of either Party after forty-five (45) calendar days, the matter will be referred to an Accounting Firm acceptable to both Parties. The Accounting Firm may, in its discretion, obtain the services of any third party necessary to assist it in resolving the Ordinary Tax Dispute. The Parties shall instruct the Accounting Firm to furnish notice to each Party of its resolution of the Ordinary Tax Dispute as soon as practicable, but in any event no later than sixty (60) calendar days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Accounting Firm shall be borne by the non-prevailing Party (as determined by the Accounting Firm). If, having determined that an Ordinary Tax Dispute must be referred to an Accounting Firm, after forty-five (45) calendar days the Parties are unable to find an Accounting Firm willing to adjudicate the Ordinary Tax Dispute in question and that the Parties in good faith find acceptable, then this Section 5.06(b) shall cease to apply to such Ordinary Tax Dispute and such Ordinary Tax Dispute shall instead be treated as a Specified Dispute for purposes of this Agreement.

ARTICLE VI

Miscellaneous

SECTION 6.01. Termination. This Agreement will terminate without further action at any time before the External Distribution upon termination of the Separation Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.

SECTION 6.02. Applicability. This Agreement shall not apply before the External Distribution.

SECTION 6.03. Survival. Except as expressly set forth in this Agreement, the covenants and indemnification obligations in this Agreement shall survive the External Distribution and shall remain in full force and effect.

SECTION 6.04. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 6.05. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees and agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Subsidiaries, that such Party’s obligations with respect to Information and data of the other Party or its Subsidiaries shall be governed by Section 7.09 of the Separation Agreement.

SECTION 6.06. Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become

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effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof or thereof other than those set forth or referred to herein or therein.

SECTION 6.07. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Subject to Section 5.06, each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries and Affiliates (as such terms are defined in the Separation Agreement), successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each Party hereby agrees that it shall not assert, and hereby waives, any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Subject to Section 5.06, each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 6.07 and Section 6.14 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT PROVIDED HEREUNDER.

SECTION 6.08. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent of the other Party in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets or (b) the sale of all or substantially all of such Party’s assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party as promptly as reasonably practicable following the assignment. No assignment permitted by this Section 6.08 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

SECTION 6.09. Third-Party Beneficiaries. (a) The provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third party with any remedy, claim, Liability, right to reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 6.10. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given (a) when delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service, (c) upon written confirmation of receipt after transmittal by

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electronic mail or (d) upon the earlier of confirmed receipt and the fifth (5th) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Vista, to:

Vista Outdoor Inc.

1 Vista Way

Anoka, MN 55303

Attn:       [●]

e-mail:    [●]

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attn:       J. Leonard Teti II, Esq.

e-mail:    lteti@cravath.com

If to Spinco, to:

[Outdoor Products Spinco Inc.]

[●]

[●]

Attn:       [●]

e-mail:    [●]

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attn:       J. Leonard Teti II, Esq.

e-mail:    lteti@cravath.com

Either Party may, by notice to the other Party, change the address and identity of the Person to which such notices and copies of such notices are to be given. Each Party agrees that nothing in this Agreement shall affect the other Party’s right to serve process in any other manner permitted by Law.

SECTION 6.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 6.12. Headings. The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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SECTION 6.13. Waivers of Default. No failure or delay of either Party (or the applicable member of its group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by either Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 6.14. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, Vista shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. Spinco shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

SECTION 6.15. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 6.16. Interpretation. The rules of interpretation set forth in Section 12.15 of the Separation Agreement shall be incorporated by reference to this Agreement, mutatis mutandis. If a Controlled Corporation or a Distributing Corporation merges or consolidates with another entity to form a new entity, references in this Agreement to a Controlled Corporation or a Distributing Corporation, as applicable, shall be to that new entity. NOTWITHSTANDING THE FOREGOING, THE PURPOSE OF ARTICLE IV IS TO ENSURE THAT EACH OF THE APPLICABLE TRANSACTIONS QUALIFIES FOR ITS INTENDED TAX TREATMENT AND, ACCORDINGLY, THE PARTIES AGREE THAT THE LANGUAGE THEREOF SHALL BE INTERPRETED IN A MANNER THAT SERVES THIS PURPOSE TO THE GREATEST EXTENT POSSIBLE.

SECTION 6.17. Compliance by Subsidiaries. The Parties shall cause their respective Subsidiaries to comply with this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

VISTA OUTDOOR INC.,
by
	Name: [●]
	Title: [●]

[OUTDOOR PRODUCTS SPINCO INC.],
by
	Name: [●]
	Title: [●]

[Signature Page to Tax Matters Agreement]

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EX-10.3

Exhibit 10.3

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]”).

WHEREAS, concurrently with the execution of this Agreement, Vista Outdoor and Outdoor Products are entering into a Separation and Distribution Agreement (the “Distribution Agreement”), pursuant to which Vista Outdoor shall distribute to the holders of shares of Vista Outdoor common stock, par value $0.01 per share (“Vista Outdoor Shares”), its entire interest in Outdoor Products by way of a dividend of all shares of Outdoor Products common stock, par value $0.01 per share (“Outdoor Products Shares”), owned by Vista Outdoor as of the Distribution Date;

WHEREAS, in connection with the Distribution, Vista Outdoor and Outdoor Products desire to enter into this Agreement; and

WHEREAS, prior to the date of this Agreement, each employee of the Parties desired to be employed by the Outdoor Products Business immediately following the Distribution is employed by Outdoor Products (or a member of the Outdoor Products Group) and each employee of the Parties desired to be employed by the Vista Outdoor Business immediately following the Distribution is employed by Vista Outdoor (or a member of the Vista Outdoor Group).

NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Distribution Agreement, the Parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Distribution Agreement, unless otherwise indicated.

“2024 AIPs” means the annual incentive programs established by the Vista Outdoor Group for Outdoor Products Employees in respect of fiscal year 2024.

“Agreement” means this Employee Matters Agreement together with those parts of the Distribution Agreement referenced herein and all schedules hereto and all amendments, modifications and changes hereto and thereto.

“Benefit Plan” means any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity-based compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’ compensation, sick leave, vacation pay, child bonding leave, educational assistance, disability or accident insurance or other employee compensation or benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) sponsored, maintained or contributed to by such entity or to which such entity is a party.

“Claiming Party” has the meaning set forth in Section 8.10(c).

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“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any applicable similar state or local laws.

“Continuing Non-Employee Director” means a non-employee director of Vista Outdoor as of immediately prior to the Distribution Date who, immediately following the Distribution Date, either becomes a non-employee director of Outdoor Products or remains a non-employee director of Vista Outdoor.

“Distribution Agreement” has the meaning set forth in the recitals of this Agreement.

“Employee Costs” means (a) all routine and periodic costs payable to the relevant employee or as a result of his or her employment, including wages, salaries, bonuses, commission, vacation pay, sick pay, parental leave, reimbursement of expenses, employer contributions to any pension scheme and any Taxes payable by the Transferor Group in respect of such amounts with respect to such employee that arise in respect of the period from and including the Distribution Date up to and including the date of transfer as provided in Section 2.02, but excluding Liabilities in respect of claims incurred between the Distribution Date and the date of transfer as provided in Section 2.02 under a Welfare Plan of the Transferor Group, and (b) any termination, severance or similar payment required by applicable Law or contract, payment in lieu of notice, reasonable legal fees incurred by the Transferor Group and amounts reasonably required to secure such employee’s agreement to enter into a termination, settlement or waiver of claims agreement or to otherwise minimize the risk of claims arising in connection with the termination of such employee’s employment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Former Outdoor Products Employee” means each individual whose employment with the Parties ended prior to the Distribution Date and whose last employment immediately prior to termination was exclusively providing services to the Outdoor Products Business.

“Former Shared Services Employee” means each individual whose employment with the Parties ended prior to the Distribution Date and whose last employment immediately prior to termination was providing services to both the Vista Outdoor Business and the Outdoor Products Business.

“Former Vista Outdoor Employee” means each individual whose employment with the Parties ended prior to the Distribution Date and whose last employment immediately prior to termination was exclusively providing services to the Vista Outdoor Business.

“Non-U.S. DC Plan” has the meaning set forth in Section 3.01(f).

“Other Party” has the meaning set forth in Section 8.10(c).

“Outdoor Products” has the meaning set forth in the preamble of this Agreement.

“Outdoor Products 401(k) Plan” has the meaning set forth in Section 3.01(a).

“Outdoor Products Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the Outdoor Products Group or to which any member of the Outdoor Products Group is party, in either case, immediately after the Distribution.

“Outdoor Products CBA” means any collective bargaining, works council or other labor union agreement, contract or arrangement covering Outdoor Products Employees.

“Outdoor Products Conversion Ratio” means a fraction, the numerator of which is the Vista Outdoor Pre-Distribution Stock Price, and the denominator of which is the Outdoor Products Post-Distribution Stock Price.

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“Outdoor Products DC SERP” has the meaning set forth in Section 3.02.

“Outdoor Products Employee” means an individual who (a) is employed by the Outdoor Products Group immediately prior to the Distribution Date, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, child bonding, adoption or similar family-related leave, illness, injury or long- or short-term disability) from which such employee is permitted to return to active employment in accordance with the Outdoor Products Group’s personnel policies, as in effect from time to time, or applicable Law, or (b) is employed by a professional employer organization and exclusively providing services to the Outdoor Products Business immediately prior to the Distribution Date. For the avoidance of doubt, each Outdoor Products TSA Employee shall be deemed to be an Outdoor Products Employee until such time such employee is (or should be) transferred to the Vista Outdoor Group pursuant to Section 2.05.

“Outdoor Products Employee Liabilities” means (a) all actual or potential Liabilities, including Liabilities in connection with providing compensation and benefits, that arise (i) before, on or after the Distribution Date with respect to the employment of any Outdoor Products Employee or Former Outdoor Products Employee or (ii) before, on or after the Distribution Date under any Outdoor Products Benefit Plan, (b) fifty percent (50%) of all actual or potential Liabilities, including Liabilities in connection with providing compensation and benefits that arise before, on or after the Distribution Date with respect to the employment of any Former Shared Services Employee and (c) all actual or potential Liabilities as expressly provided in this Agreement, in each case, including the following:

(1) all wages and salaries payable to Outdoor Products Employees or Former Outdoor Products Employees on or after the Distribution Date;

(2) all long-term incentive compensation, commissions, non-U.S. pension benefits and bonuses payable to Outdoor Products Employees or Former Outdoor Products Employees on or after the Distribution Date, without regard to when such long-term incentive compensation, commissions, non-U.S. pension benefits or bonuses are or may have been earned;

(3) all severance payable to any Former Outdoor Products Employee on or after the Distribution Date;

(4) all expenses and obligations incurred prior to but not paid or owed to any Outdoor Products Employees or Former Outdoor Products Employees on or after the Distribution Date, including related to relocation, repatriation, transfers, tuition assistance and adoption assistance, sabbatical or similar items;

(5) all benefits offered exclusively by any member of the Outdoor Products Group to any Outdoor Products Employee or Former Outdoor Products Employee; and

(6) all immigration-related, visa, work application or similar rights, obligations and liabilities to the extent they are related to any Outdoor Products Employees or Former Outdoor Products Employees.

Notwithstanding the forgoing, (A) wages and salaries earned by Outdoor Products Employees or Former Outdoor Products Employees prior to the Distribution Date, (B) liabilities to any Former Outdoor Products Employee in respect of COBRA as set forth in Section 4.06 on and after the Distribution Date and (C) liabilities in respect of long-term incentive awards held by Former Outdoor Products Employees shall be deemed to not be Outdoor Products Employee Liabilities (the “Specified Vista Outdoor Liabilities”);

“Outdoor Products ESPP” has the meaning set forth in Section 7.01.

“Outdoor Products FSA” has the meaning set forth in Section 4.07.

“Outdoor Products Plan HSA” has the meaning set forth in Section 4.08.

“Outdoor Products Post-Distribution Stock Price” means the opening price per share of Outdoor Products Shares trading on the New York Stock Exchange on the Distribution Date (or, if the Distribution Date is not a trading day on the New York Stock Exchange, on the first trading day following the Distribution Date).

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“Outdoor Products Restricted Individual” means (a) each Former Outdoor Products Employee or Former Shared Services Employee, in each case, whose employment was terminated after January 1, 2023 but prior to the Distribution Date, (b) each Outdoor Products Employee employed after the Distribution Date or whose termination of employment occurs on or after the Distribution Date and (c) each individual whom the Parties agree should have been an Outdoor Products Employee in accordance with Section 2.02 and whose termination of employment occurs on or after the Distribution Date.

“Outdoor Products Shares” has the meaning set forth in the recitals of this Agreement.

“Outdoor Products Stock Plan” has the meaning set forth in Section 6.01.

“Outdoor Products TSA Employee” has the meaning set forth in Section 2.05.

“Outdoor Products Welfare Plans” has the meaning set forth in Section 4.01.

“Outdoor Products Workers’ Compensation Plan” has the meaning set forth in Section 4.05.

“Party” means either party hereto, and “Parties” means both parties hereto.

“Pension Plan” means any Benefit Plan that is a pension plan as defined in Section 3(2) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

“Post-Separation Vista Outdoor Awards” means, collectively, each Post-Separation Vista Outdoor DSU Award and each Post-Separation Vista Outdoor RSU Award.

“Post-Separation Vista Outdoor DSU Award” means a Vista Outdoor DSU Award adjusted as of the Distribution in accordance with Section 6.05.

“Post-Separation Vista Outdoor RSU Award” means a Vista Outdoor RSU Award adjusted as of the Distribution in accordance with Section 6.02(b).

“Specified Vista Outdoor PSU Award” means each Vista Outdoor PSU Award identified on Schedule A.

“Substitute Outdoor Products DSU Award” has the meaning set forth in Section 6.05.

“Substitute Outdoor Products Option Award” has the meaning set forth in Section 6.04.

“Substitute Outdoor Products PSU Award” has the meaning set forth in Section 6.03(b).

“Substitute Outdoor Products RSU Award” has the meaning set forth in Section 6.02(a).

“Trading Session” means the period of time during any given calendar day, commencing with the determination of the opening price on the New York Stock Exchange and ending on the determination of the closing price on the New York Stock Exchange during the regular trading session, in which trading in Vista Outdoor Shares or Outdoor Products Shares (as applicable) is permitted on the New York Stock Exchange.

“Transferor Group” shall have the meaning set forth in Section 2.02.

“TSA Employee” has the meaning set forth in Section 2.05.

“Vista Outdoor” has the meaning set forth in the preamble of this Agreement.

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“Vista Outdoor 401(k) Plan” means the Vista Outdoor 401(k) Plan.

“Vista Outdoor Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the Vista Outdoor Group or to which any member of the Vista Outdoor Group is party.

“Vista Outdoor DB SERP” means the Vista Outdoor Defined Benefit Supplemental Executive Retirement Plan.

“Vista Outdoor DC SERP” means the Vista Outdoor Defined Contribution Supplemental Executive Retirement Plan.

“Vista Outdoor DSU Award” means a deferred stock unit granted under the Vista Outdoor Stock Plans and outstanding and unvested as of immediately prior to the Distribution Date.

“Vista Outdoor Employee” means an individual who (a) is employed by the Vista Outdoor Group immediately prior to the Distribution Date, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, child bonding, adoption or similar family-related leave, illness, injury or long- or short-term disability) from which such employee is permitted to return to active employment in accordance with the Vista Outdoor Group’s personnel policies, as in effect from time to time, or applicable Law or (b) is employed by a professional employer organization and exclusively providing services to the Vista Outdoor Business immediately prior to the Distribution Date. For the avoidance of doubt, each Vista Outdoor TSA Employee shall be deemed to be a Vista Outdoor Employee until such time such employee is (or should be) transferred to the Outdoor Products Group pursuant to Section 2.05.

“Vista Outdoor Employee Liabilities” means (a) all actual or potential Liabilities, including Liabilities in connection with providing compensation and benefits, that arise (i) before, on or after the Distribution Date with respect to the employment of any Vista Outdoor Employee or Former Vista Outdoor Employee or (ii) except as otherwise explicitly provided in this Agreement, before, on or after the Distribution Date under any Vista Outdoor Benefit Plan (other than an Outdoor Products Benefit Plan), (b) fifty percent (50%) of all actual or potential Liabilities, including Liabilities in connection with providing compensation and benefits that arise before, on or after the Distribution Date with respect to the employment of any Former Shared Services Employee and (c) all actual or potential Liabilities as expressly provided under this Agreement. Notwithstanding the forgoing, the Specified Vista Outdoor Liabilities shall be deemed to be Vista Outdoor Employee Liabilities.

“Vista Outdoor ESPP” means the Vista Outdoor Employee Stock Purchase Plan, as amended and restated from time to time.

“Vista Outdoor FSA” has the meaning set forth in Section 4.07.

“Vista Outdoor Option Award” means an option to purchase Vista Outdoor Shares granted under the Vista Outdoor Stock Plans and outstanding (whether vested or unvested) as of immediately prior to the Distribution Date.

“Vista Outdoor Pension Plan” has the meaning set forth in Section 3.03.

“Vista Outdoor Plan HSA” has the meaning set forth in Section 4.08.

“Vista Outdoor Pre-Distribution Stock Price” means the closing price per share of Vista Outdoor Shares trading “regular way with due bills” during the last full Trading Session immediately prior to the Effective Time.

“Vista Outdoor PSU Award” means a performance stock unit granted under the Vista Outdoor Stock Plans and outstanding and unvested as of immediately prior to the Distribution Date, excluding each Specified Vista Outdoor PSU Award.

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“Vista Outdoor Restricted Individual” means (a) each Former Vista Outdoor Employee or Former Shared Services Employee, in each case, whose employment was terminated after January 1, 2023 but prior to the Distribution Date, (b) each Vista Outdoor Employee employed after the Distribution Date or whose termination of employment occurs on or after the Distribution Date and (c) each individual whom the Parties agree should have been an Vista Outdoor Employee in accordance with Section 2.02 and whose termination of employment occurs on or after the Distribution Date.

“Vista Outdoor RSU Award” means a restricted stock unit (or portion thereof) granted under the Vista Outdoor Stock Plans and outstanding and unvested as of immediately prior to the Distribution Date, excluding each Vista Outdoor PSU Award.

“Vista Outdoor Shares” has the meaning set forth in the recitals of this Agreement.

“Vista Outdoor Stock Plans” means the Vista Outdoor 2014 Stock Incentive Plan and the Vista Outdoor 2020 Stock Incentive Plan, each as amended and restated from time to time.

“Vista Outdoor TSA Employee” has the meaning set forth in Section 2.05.

“Vista Outdoor Welfare Plan” means a Welfare Plan that is a Vista Outdoor Benefit Plan.

“Vista Outdoor Workers’ Compensation Plan” means any workers’ compensation plan that is a Vista Outdoor Benefit Plan.

“Welfare Plan” means any Benefit Plan that is an employee welfare plan as defined in Section 3(1) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

“Workers’ Compensation Event” means the event, injury, illness or condition giving rise to a workers’ compensation claim with respect to an Outdoor Products Employee.

“Wrong Pockets Employee” has the meaning set forth in Section 2.02.

SECTION 1.02. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms “hereof”, “herein”, “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. Article or Section references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein). Any definition of or reference to any Law shall be construed as referring to such Law as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor Laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “$” or dollar amounts are to the lawful currency of the United States of America. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

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ARTICLE II

GENERAL ALLOCATION OF LIABILITIES; TRANSITION SERVICES MATTERS

SECTION 2.01. General Allocation of Employee Liabilities. Except as otherwise expressly provided in this Agreement, effective as of the Distribution Date, (a) the members of the Outdoor Products Group shall assume or retain, and the members of the Outdoor Products Group hereby agree to perform, fulfill, pay and discharge in accordance with their respective terms, and shall indemnify, defend and hold harmless the members of the Vista Outdoor Group from and against, the Outdoor Products Employee Liabilities, and (b) the members of the Vista Outdoor Group shall assume or retain, and the members of the Vista Outdoor Group hereby agree to perform, fulfill, pay and discharge in accordance with their respective terms, and shall indemnify, defend and hold harmless the members of the Outdoor Products Group from and against, the Vista Outdoor Employee Liabilities. For the avoidance of doubt, the members of the Vista Outdoor Group and the members of the Outdoor Products Group shall share equally all Liabilities associated with Former Shared Services Employees.

SECTION 2.02. Wrong Pockets. If, after the Distribution, the Parties agree that (a) an employee was not assigned and transferred to a member of the Outdoor Products Group and who, had the Parties given specific consideration to such individual prior to the Distribution, would have otherwise been so transferred prior to the Distribution Date, the Parties shall use their reasonable best efforts to effect such transfer as promptly as reasonably practicable and (b) an employee was assigned and transferred to a member of the Outdoor Products Group and who, had the Parties given specific consideration to such individual prior to the Distribution would not have otherwise been assigned to a member of the Outdoor Products Group or otherwise transferred prior to the Distribution Date (each such employee, a “Wrong Pockets Employee”), the Parties shall use their reasonable best efforts to effect such transfer (including through a termination and rehire) to a member of the Vista Outdoor Group as promptly as reasonably practicable. Any transfer pursuant to this Section 2.02 shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution and such person were an Outdoor Products Employee or Vista Outdoor Employee, as applicable, except (i) as otherwise required by applicable Law and (ii) for purposes of any Liabilities incurred under a Welfare Plan of the Transferor Group. In furtherance of the foregoing, the Group to which such Wrong Pockets Employee is transferred shall reimburse, indemnify and hold harmless the Group from which such Wrong Pockets Employee is transferred (the “Transferor Group”) against all Employee Costs suffered or incurred by the Transferor Group in respect of such Wrong Pockets Employee. Any dispute arising under this Section 2.02 shall be resolved in the manner set forth in Section 11.01 of the Transition Services Agreement, mutatis mutandis; provided that any such Disputes (as defined in the Transition Services Agreement) shall instead be considered by a representative designated by the Party for purposes of resolving such Dispute.

SECTION 2.03. No Employment Obligation. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall create any obligation on the part of the Outdoor Products Group or the Vista Outdoor Group to continue the employment of any employee for any definite period following the Distribution Date or to change the employment status of any employee from “at will”. Unless required pursuant to the terms of the applicable Benefit Plan or applicable Law, the Parties agree that none of the Transactions shall result in any Outdoor Products Employee or Vista Outdoor Employee being deemed to have incurred a termination of employment or being eligible to receive severance benefits solely as a result of any transfer of employment between any of the Parties on or prior to the Distribution.

SECTION 2.04. Transition Services. Notwithstanding anything in this Agreement to the contrary regarding any obligation of Outdoor Products to have established any Outdoor Products Benefit Plans as of the Distribution Date or for Outdoor Products Employees and their dependents to cease participation in Vista Outdoor Benefit Plans as of the Distribution Date, the Parties may agree, including through the Transition Services Agreement, to allow for the later establishment of one or more Outdoor Products Benefit Plans and permit the continued participation of Outdoor Products Employees and their dependents in the corresponding Vista Outdoor Benefit Plans for a limited period of time following the Distribution Date. Notwithstanding anything to the contrary in

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this Agreement, the Transition Services Agreement shall exclusively govern the allocation of Liabilities related to the provision of transition services.

SECTION 2.05. Delayed Transfer Employees. With respect to each Outdoor Products Employee listed on Schedule B (an “Outdoor Products TSA Employee”), Vista Outdoor (or a member of the Vista Outdoor Group) shall make an offer of employment to such individual no later than the last day of the Applicable Termination Date (as defined in the Transition Services Agreement) for the Transition Services Agreement service to which such individual’s employment relates. With respect to each Vista Outdoor Employee listed on Schedule C (a “Vista Outdoor TSA Employee” and, collectively with each Outdoor Products TSA Employee, the “TSA Employees”), Outdoor Products (or a member of the Outdoor Products Group) shall make an offer of employment to such individual no later than the last day of the Applicable Termination Date for the Transition Services Agreement service to which such individual’s employment relates. Offers of employment described in this Section 2.05 shall be on substantially similar terms and conditions, including in respect of compensation and benefits, as those provided to the applicable TSA Employee immediately prior to the Distribution, except for merit wage adjustments in the ordinary course of business or as may otherwise be agreed in writing by the Parties. Following the employment commencement date provided in any offer of employment described in this Section 2.05, (i) each Party shall recognize all service recognized under the comparable Benefit Plans of the other Party in respect of the applicable TSA Employee for purposes of determining eligibility, participation, vesting and calculation of benefits under comparable plans and programs maintained by the Vista Outdoor Group or Outdoor Products Group, as applicable; provided that there shall be no duplication of benefits for such TSA Employee under such plans and programs and (ii) no member of the Outdoor Products Group shall continue to provide employment to the applicable Outdoor Products TSA Employee and no member of the Vista Outdoor Group shall continue to provide employment to the applicable Vista Outdoor TSA Employee. For all purposes of this Agreement, each Outdoor Products TSA Employee shall be deemed an Outdoor Products Employee and each Vista Outdoor TSA Employee shall be deemed a Vista Outdoor Employee, in each case, until his or her termination of continuous service with the Outdoor Products Group or Vista Outdoor Group, as applicable, following the Distribution Date in accordance with this Section 2.05. The Parties shall reasonably cooperate to the extent necessary to give proper effect to the other provisions of this Agreement in connection with any TSA Employee.

ARTICLE III

PENSION AND RETIREMENT PLANS

SECTION 3.01. Qualified Defined Contribution Plans. (a) Establishment of the Outdoor Products 401(k) Plan. Effective on or before the Distribution Date, Outdoor Products shall adopt, establish and maintain a defined contribution plan and trust for the benefit of Outdoor Products Employees that is intended to be qualified under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “Outdoor Products 401(k) Plan”). The members of the Outdoor Products Group shall take all necessary and appropriate actions to establish, maintain and administer the Outdoor Products 401(k) Plan so that it qualifies under Section 401(a) of the Code and the related trust thereunder is exempted from Federal income taxable under Section 501(a)(1) of the Code. For the avoidance of doubt, nothing in this Agreement shall be construed to require Outdoor Products to maintain any investment option that the fiduciaries of the Outdoor Products 401(k) Plan deem to be imprudent or inappropriate for the Outdoor Products 401(k) Plan or that cannot be maintained without commercially unreasonably cost or administrative burden for such plan and its administrator.

(b) Trust to Trust Transfer of Liabilities. Subject to the transfer of Assets described in Section 3.01(c), effective on the Distribution Date, members of the Outdoor Products Group and the Outdoor Products 401(k) Plan shall assume and be solely responsible for all Liabilities under the Vista Outdoor 401(k) Plan for or relating to the Outdoor Products Employees. From and after the Distribution Date, the members of the Outdoor Products Group shall be responsible for all ongoing rights of or relating to Outdoor Products Employees for future participation (including the right to make contributions through payroll deductions) in the Outdoor Products 401(k) Plan.

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(c) Trust to Trust Transfer of Assets. On or as soon as practicable following the Distribution Date, members of the Vista Outdoor Group shall cause (including by exercising their contractual right to receive services under the Transition Services Agreement) the account balances (including outstanding loan balances, if any) in the Vista Outdoor 401(k) Plan (or its related trust) attributable to Outdoor Products Employees to be transferred in cash and in-kind (including participant loans) to the Outdoor Products 401(k) Plan (or its related trust), and members of the Outdoor Products Group shall cause the Outdoor Products 401(k) Plan (or its related trust) to accept such transfer of accounts and underlying Assets. Such transfers shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation 1.414(l)-1 and Section 208 of ERISA. Without limiting the generality of the foregoing, the fiduciaries of the Outdoor Products 401(k) Plan and the Vista Outdoor 401(k) Plan shall cooperate in good faith to effect the transfers contemplated by this Section 3.01(c) in an efficient and effective manner and in the best interests of participants and beneficiaries, including determining whether and to what extent any investments held under the Vista Outdoor 401(k) Plan (other than participant loans) shall be liquidated prior to the date of such transfer in order to enable the value of such investments to be transferred to the Outdoor Products 401(k) Plan in cash or cash equivalents.

(d) Employer 401(k) Plan Contributions. The Vista Outdoor Group shall remain responsible for making all employer contributions under the Vista Outdoor 401(k) Plan with respect to any Outdoor Products Employee relating to the period prior to the Distribution Date; provided that any such employer contributions shall be made by the Vista Outdoor Group prior to any transfer of Liabilities and Assets pursuant to Sections 3.01(b) and (c). The Outdoor Products Group shall be responsible for all employer contributions under the Outdoor Products 401(k) Plan with respect to Outdoor Products Employees relating to the period commencing on the Distribution Date.

(e) Limitation of Liability; Cooperation. The Vista Outdoor Group shall have no Liability with respect to the Outdoor Products 401(k) Plan following the Distribution Date, including responsibility for any failure of Outdoor Products to properly administer the Outdoor Products 401(k) Plan in accordance with its terms and applicable Law and any failure to properly administer the accounts of Outdoor Products Employees and their respective beneficiaries in such Outdoor Products 401(k) Plan. Subject to the last sentence of Section 2.04, Outdoor Products shall have no Liability with respect to the Vista Outdoor 401(k) Plan following the Distribution Date, including responsibility for any failure of Vista Outdoor to properly administer the Vista Outdoor 401(k) Plan in accordance with its terms and applicable Law and any failure to properly administer the accounts of current or former employees of Vista Outdoor or Outdoor Products and their respective beneficiaries in such Vista Outdoor 401(k) Plan.

(f) Non-U.S. Qualified Defined Contribution Plans. Except as otherwise agreed by the Parties, Vista Outdoor and Outdoor Products agree to use commercially reasonable efforts to treat each Vista Outdoor Benefit Plan that is a defined contribution plan for the benefit of employees outside of the United States (each, a “Non-U.S. DC Plan”) in a manner that is consistent with applicable Law and, to the extent practicable, the general principles of this Section 3.01, such that the members of the Outdoor Products Group shall assume and be solely responsible for all Liabilities under the Non-U.S. DC Plans for or relating to Outdoor Products Employees, subject to the transfer of any Assets under such Non-U.S. DC Plan for or relating to Outdoor Products Employees.

SECTION 3.02. Non-Qualified Defined Contribution Plans. Effective on or before the Distribution Date, Outdoor Products shall adopt, establish and maintain a defined contribution supplemental executive retirement plan for the benefit of Outdoor Products Employees (the “Outdoor Products DC SERP”) that is substantially similar to the Vista Outdoor DC SERP. Effective as of the Distribution Date, the Outdoor Products Group shall assume all Liabilities attributable to the Outdoor Products Employees under the Vista Outdoor DC SERP. Effective as of the Distribution Date, to the extent permitted by applicable Law, Outdoor Products shall cause the Outdoor Products DC SERP to recognize and maintain all elections (including deferral, distribution and investment elections) and beneficiary designations with respect to the Outdoor Products Employees who participated under the Vista Outdoor DC SERP until a new election that by its terms supersedes the original

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election is made by the Outdoor Products Employee in accordance with applicable Law and the terms and conditions of the Outdoor Products DC SERP.

SECTION 3.03. Qualified Defined Benefit Pension Plans. Following the Distribution Date, the Vista Outdoor Group shall retain sponsorship of the Vista Outdoor Pension and Retirement Plan (the “Vista Outdoor Pension Plan”), and Vista Outdoor or the Vista Outdoor Pension Plan shall retain all Assets and Liabilities arising out of or relating to the Vista Outdoor Pension Plan, including those relating to each Outdoor Products Employee and Former Outdoor Products Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution (including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the Vista Outdoor Pension Plan). Following the date of this Agreement, the Vista Outdoor Group and the Outdoor Products Group shall use commercially reasonable efforts to cooperate in administering the Vista Outdoor Pension Plan in connection with providing benefits to Outdoor Products Employees and Former Outdoor Products Employees in accordance with the terms of the Vista Outdoor Pension Plan, including by exchanging any necessary participant records. For the avoidance of doubt, in no event shall any Outdoor Products Employee who is not a participant in, or has not vested in a benefit under, the Vista Outdoor Pension Plan prior to the Distribution Date become eligible to receive payments or benefits under the Vista Outdoor Pension Plan following the Distribution Date.

SECTION 3.04. Non-Qualified Defined Benefit Pension Plans. Following the Distribution Date, the Vista Outdoor Group shall retain sponsorship of the Vista Outdoor DB SERP, and Vista Outdoor or the Vista Outdoor DB SERP, as applicable, shall retain all Assets and Liabilities arising out of or relating to the Vista Outdoor DB SERP, including those relating to each Outdoor Products Employee and Former Outdoor Products Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution (including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the Vista Outdoor DB SERP). Following the date of this Agreement, the Vista Outdoor Group and the Outdoor Products Group shall use commercially reasonable efforts to cooperate in administering the Vista Outdoor DB SERP in connection with providing benefits to Outdoor Products Employees and Former Outdoor Products Employees in accordance with the terms of the Vista Outdoor DB SERP, including by exchanging any necessary participant records. The payment or distribution of any compensation to which any Outdoor Products Employee or Former Outdoor Products Employee (and their respective beneficiaries) is entitled under the Vista Outdoor DB SERP shall occur upon the time or times provided for under the applicable Vista Outdoor DB SERP and such Outdoor Products Employee’s or Former Outdoor Products Employee’s deferral or distribution elections, as applicable. For the avoidance of doubt, in no event shall any Outdoor Products Employee who is not a participant in, or has not vested in a benefit under, the Vista Outdoor DB SERP prior to the Distribution Date become eligible to receive payments or benefits under the Vista Outdoor DB SERP following the Distribution Date.

ARTICLE IV

WELFARE PLANS

SECTION 4.01. Establishment of the Outdoor Products Welfare Plans. Effective no later than Distribution Date, Outdoor Products shall have adopted, established and maintained Welfare Plans for the benefit of Outdoor Products Employees (the “Outdoor Products Welfare Plans”).

SECTION 4.02. Coverage of Outdoor Products Employees. No later than the Distribution Date, each Outdoor Products Employee shall have become eligible to participate in the Outdoor Products Welfare Plans, subject to the terms of such plans. To the extent applicable to any Outdoor Products Welfare Plans in which Outdoor Products Employees become eligible as of the Distribution Date that provide benefits similar to the benefits that had been provided to such persons under a Vista Outdoor Welfare Plan immediately prior to such date, Outdoor Products shall cause the Outdoor Products Welfare Plans to recognize all coverage and contribution elections made by the Outdoor Products Employees under the Vista Outdoor Welfare Plans in effect for the period immediately prior to the Distribution Date and shall apply such elections under the Outdoor

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Products Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. All beneficiary designations made by Outdoor Products Employees under the Vista Outdoor Welfare Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the Outdoor Products Welfare Plans until such beneficiary designations are replaced or revoked by the Outdoor Products Employee who made the beneficiary designation in accordance with the terms of such plans. With respect to each Outdoor Products Employee, each Outdoor Products Welfare Plan shall provide that for purposes of determining eligibility to participate, vesting and calculation of, and entitlement to, benefits, service by the Outdoor Products Employee prior to the Distribution Date with Vista Outdoor and its Subsidiaries (including members of the Outdoor Products Group prior to the Distribution) shall be treated as service with the Outdoor Products Group. Outdoor Products shall cause each Outdoor Products Welfare Plan to waive any waiting periods, evidence of insurability requirements and the application of any preexisting condition limitations with respect to each Outdoor Products Employee (and, if applicable, such Outdoor Products Employee’s participating spouse and/or dependents). Outdoor Products shall cause each Outdoor Products Welfare Plan to honor any deductible, co-payment and out-of-pocket maximums incurred by each Outdoor Products Employee (and, if applicable, such Outdoor Products Employee’s participating spouse and/or dependents) under the Vista Outdoor Welfare Plans in which such Outdoor Products Employee participated immediately prior to the Distribution Date, if any, in satisfying any deductibles, co-payments or out-of-pocket maximums under the Outdoor Products Welfare Plans in which such Outdoor Products Employee is eligible to participate after the Distribution Date in the same plan year in which any such deductibles, co-payments or out-of-pocket maximums were incurred. All amounts credited or applied to any annual or lifetime benefit limitation under a Vista Outdoor Welfare Plan with respect to an Outdoor Products Employee (and, if applicable, such Outdoor Products Employee’s participating spouse and/or dependents) shall be credited or applied to the annual or lifetime benefit limitation for such Outdoor Products Employee (and, if applicable, such Outdoor Products Employee’s participating spouse and/or dependents) under the corresponding Outdoor Products Welfare Plan.

SECTION 4.03. Welfare Plan Liabilities. (a) Outdoor Products Liabilities. Except as provided in Section 2.02 or Section 4.03(b), the Outdoor Products Group and the Outdoor Products Welfare Plans, as applicable, shall retain and be responsible for all claims for welfare benefits (and for any Liabilities arising as a result of such claims) incurred with respect to any Outdoor Products Employee (and, if applicable, such Outdoor Products Employee’s participating spouse and/or dependents) on or after the Distribution Date under the Outdoor Products Welfare Plans, and no member of the Vista Outdoor Group or the Vista Outdoor Welfare Plans shall assume or retain any such Liabilities.

(b) Vista Outdoor Liabilities. Following the Distribution, the Vista Outdoor Group shall retain sponsorship of the Vista Outdoor Welfare Plans and retain the right to any rebate earned in respect of such plans. Except as provided in Sections 4.04, 4.05 and 4.07 and subject to the last sentence of Section 2.04, the Vista Outdoor Group and the Vista Outdoor Welfare Plans shall retain and continue to be responsible for all claims for welfare benefits (and for any Liabilities arising as a result of such claims) incurred prior to the Distribution Date with respect to any Outdoor Products Employee or Former Outdoor Products Employee (and, if applicable, such Outdoor Products Employee’s or Former Outdoor Products Employee’s participating spouse and/or dependents), whether such claims have been paid or remain unpaid as of such date, and the Outdoor Products Welfare Plans shall not assume or retain any such Liabilities.

(c) Claims Incurred. Claims for purposes of this Section 4.03 shall be considered to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of hospital confinement), upon provision of such services, materials or supplies and (ii) life, long-term disability, accidental death and dismemberment and business travel accident insurance benefits, upon the death, cessation of employment, injury, illness, or other event giving rise to such benefits.

SECTION 4.04. Disability. Outdoor Products shall assume all Liabilities related to short- and long-term disability benefits payable to any Outdoor Products Employee or Former Outdoor Products Employee from and after the Distribution Date, even if the disability giving rise to the benefits first occurred before the Distribution Date.

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SECTION 4.05. Workers’ Compensation Claims. Effective on or before the Distribution Date, Outdoor Products shall adopt, establish and maintain a workers’ compensation plan of the Outdoor Products Group (each, a “Outdoor Products Workers’ Compensation Plan”) for the benefit of Outdoor Products Employees. In the case of any workers’ compensation claim of any Outdoor Products Employee in respect of his or her employment with the Vista Outdoor Group or the Outdoor Products Group, such claim shall be covered (a) under the applicable Vista Outdoor Workers’ Compensation Plan if the Workers’ Compensation Event occurred prior to the Distribution Date and (b) under the applicable Outdoor Products Workers’ Compensation Plan if the Workers’ Compensation Event occurs on or after the Distribution Date. If the Workers’ Compensation Event occurs over a period both preceding and following the Distribution, the claim shall be jointly covered under the Vista Outdoor Workers’ Compensation Plan and the Outdoor Products Workers’ Compensation Plan and shall be equitably apportioned between them based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Distribution.

SECTION 4.06. COBRA. In the event that a Former Outdoor Products Employee (or his or her qualified beneficiary) was receiving, or was eligible to receive, continuation health coverage pursuant to COBRA prior to the Distribution Date, Vista Outdoor and the applicable Vista Outdoor Welfare Plans shall be responsible for all such Liabilities to such employee (or his or her eligible dependents) in respect of COBRA. In the event an Outdoor Products Employee or his or her qualified beneficiary becomes eligible to receive continuation health coverage pursuant to COBRA on or following the Distribution Date, Outdoor Products and the Outdoor Products Welfare Plans shall be responsible for all Liabilities to such employee or former employee (or his or her eligible dependents) in respect of COBRA. Outdoor Products shall indemnify, defend and hold harmless the members of the Vista Outdoor Group from and against all Liabilities relating to, arising out of or resulting from COBRA provided by Outdoor Products, or the failure of Outdoor Products to meet its COBRA obligations, to Outdoor Products Employees and their respective eligible dependents. Vista Outdoor shall indemnify, defend and hold harmless Outdoor Products from and against all Liabilities relating to, arising out of or resulting from COBRA provided by Vista Outdoor, or the failure of Vista Outdoor to meet its COBRA obligations, to any Vista Outdoor Employee, Former Vista Outdoor Employee or Former Outdoor Products Employee and their respective eligible dependents. The Vista Outdoor Welfare Plans shall not treat the Distribution as a COBRA qualifying event for any Outdoor Products Employee (or any eligible dependent of an Outdoor Products Employee).

SECTION 4.07. Flexible Spending Accounts. Effective no later than the Distribution Date, Outdoor Products shall have adopted, established and maintained a flexible spending account plan for the benefit of Outdoor Products Employees (the “Outdoor Products FSA”). As of the Distribution Date, each Outdoor Products Employee shall become eligible to participate in the Outdoor Products FSA, subject to the terms of such plan. Effective as of the Distribution Date, the Outdoor Products FSA shall credit or debit the applicable account of each Outdoor Products Employee who, as of the Distribution Date, was a participant in the flexible spending account plan maintained by the Vista Outdoor Group (the “Vista Outdoor FSA”) with an amount equal to the balance of his or her account under the Vista Outdoor FSA as of the Distribution Date and shall continue his or her elections thereunder. If the claims made against an Outdoor Products Employee’s Vista Outdoor FSA account prior to the Distribution Date exceed the amounts credited to such account at the Distribution Date, Outdoor Products shall reimburse the Vista Outdoor Group for the aggregate amount of such difference. If the amounts credited to an Outdoor Products Employee’s Vista Outdoor FSA account at the Distribution Date exceed the claims made against such account prior to the Distribution Date, the Vista Outdoor Group shall reimburse Outdoor Products for the aggregate amount of such difference. As of the Distribution Date, the Outdoor Products FSA and the Outdoor Products Group shall assume responsibility for all outstanding dependent care and medical care claims under the Vista Outdoor FSA of each Outdoor Products Employee and shall assume and perform the obligations from and after the Distribution Date. From and after the Distribution Date, the Vista Outdoor Group shall provide Outdoor Products with such information within the Vista Outdoor Group’s possession that Outdoor Products may reasonably request to enable it to verify any claims or contribution information pertaining to the Vista Outdoor FSA.

SECTION 4.08. Health Savings Accounts. Any Outdoor Products Employee who was contributing to a health savings account in connection with the Outdoor Employee’s participation in the Vista Outdoor Welfare

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Plans (a “Vista Outdoor Plan HSA”) shall retain ownership of such Vista Outdoor Plan HSA following the Distribution Date. Outdoor Products shall take all actions as are necessary to enable any eligible Outdoor Products Employee to make health savings account contributions in connection with such Outdoor Products Employee’s participation in the Outdoor Products Welfare Plans (a “Outdoor Products Plan HSA”) following the Distribution Date. Following the date of this Agreement, the Parties shall use commercially reasonable efforts to cooperate in transferring the Vista Outdoor Plan HSAs of Outdoor Products Employees to the respective Outdoor Products Plan HSAs of such Outdoor Products Employees.

SECTION 4.09. PTO Buy Plan. As of the Distribution Date, each Outdoor Products Employee shall cease participation in the paid-time off buy and sell plan maintained by the Vista Outdoor Group (the “Vista Outdoor PTO Buy”) and shall become eligible to participate in a paid-time off buy and sell plan established by Outdoor Products (the “Outdoor Products PTO Buy”), subject to the terms of such plan. Effective as of the Distribution Date, the Vista Outdoor PTO Buy shall credit or debit the applicable account of each Outdoor Products Employee who, as of the Distribution Date, was a participant in the Vista Outdoor PTO Buy with an amount equal to the balance of his or her account under the Vista Outdoor PTO Buy as of the Distribution Date, and shall continue his or her elections thereunder. If the claims made against an Outdoor Products Employee’s Vista Outdoor PTO Buy account prior to the Distribution Date exceed the amounts credited to such account at the Distribution Date, Outdoor Products shall reimburse Vista Outdoor for the aggregate amount of such difference. If the amounts credited to an Outdoor Products Employee’s Vista Outdoor PTO Buy at the Distribution Date exceed the claims made against such account prior to the Distribution Date, Vista Outdoor shall reimburse Outdoor Products for the aggregate amount of such difference. As of the Distribution Date, the Outdoor Products PTO Buy and the Outdoor Products Group shall assume responsibility for payment of all paid time off purchased by an Outdoor Products Employee before the Distribution Date but unused as of the Distribution Date, consistent with the terms of the Outdoor Products PTO Buy. From and after the Distribution Date, Vista Outdoor shall provide Outdoor Products with such information within Vista Outdoor’s possession that Outdoor Products may reasonably request to enable it to verify any claims or contribution information pertaining to the Vista Outdoor PTO Buy.

ARTICLE V

CERTAIN OTHER ARRANGEMENTS

SECTION 5.01. Other Outdoor Products Benefit Arrangements. Effective on or before the Distribution Date, the Outdoor Products Group may adopt, establish and maintain Benefit Plans (other than Welfare Plans providing post-employment benefits other than COBRA and Pension Plans for the benefit of Outdoor Products Employees who are principally employed in the United States) for the benefit of Outdoor Products Employees and shall be solely responsible for all Liabilities with respect to such Outdoor Products Benefit Plans.

SECTION 5.02. No Change in Control. The Distribution shall not constitute a “change in control” (or term of similar meaning) for purposes of any Vista Outdoor Benefit Plan.

SECTION 5.03. Annual Bonuses. Effective on the Distribution Date, the Outdoor Products Group shall assume all Liabilities under the 2024 AIPs with respect to the Outdoor Products Employees and be responsible for the administration and payment of all such annual incentives earned thereunder and the Vista Outdoor Group shall have no Liability in respect of such annual incentives. Without limiting the foregoing, prior to the Distribution, the Vista Outdoor board of directors shall determine the level of performance achievement (and applicable annual incentive award) for the portion of fiscal 2024 prior to the Distribution based on prorated full-year performance.

SECTION 5.04. Severance. On or before the Distribution Date, the Outdoor Products Group shall assume, or enter into, severance plans, agreements or arrangements for Outdoor Products Employees with respect to all terminations of employment (or similar triggering events) that occur on or after the Distribution Date, and shall be solely responsible for administering and paying all benefits under such plans, agreements or arrangements

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(including an income protection plan). Effective as of the Distribution Date, Vista Outdoor shall have no Liability with respect to any severance benefits payable to Outdoor Products Employees under such plans, agreements or arrangements. It is intended that no Outdoor Products Employee or Vista Outdoor Employee shall be eligible for termination or severance payments or benefits from the Vista Outdoor Group or the Outdoor Products Group as a result of the transfer or change of employment from one Party to the other or the occurrence of the Distribution.

SECTION 5.05. Non-Solicitation/No-Hire. Except as otherwise agreed by the Parties, during the period beginning on the Distribution Date and ending on the second anniversary of the Distribution Date, (a) no member of the Outdoor Products Group shall solicit for employment or hire (as an employee, consultant or otherwise) any Vista Outdoor Restricted Individual and (b) no member of the Vista Outdoor Group shall solicit for employment or hire (as an employee, consultant or otherwise) any Outdoor Products Restricted Individual. In addition, except as otherwise agreed by the Parties, during the period beginning on the employment commencement date in an offer of employment to a TSA Employee in accordance with Section 2.05, no member of the Outdoor Products Group or Vista Outdoor Group, as applicable, shall solicit for employment or hire (as an employee, consultant or otherwise) such TSA Employee. Notwithstanding the foregoing, this Section 5.05 shall not restrict an individual’s right of employment, nor does it restrict general, customary employment advertisements and recruiting efforts that are not targeted at, as applicable, Vista Outdoor Restricted Individuals or Outdoor Products Restricted Individuals. If a final and non-appealable judicial determination is made that any provision of this Section 5.05 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 5.05 shall not be rendered void but shall be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

SECTION 5.06. Employee Discount Program. The Parties agree that during the period beginning on the Distribution Date and ending on the first anniversary of the Distribution Date, (a) Vista Outdoor shall, and shall cause each member of the Vista Outdoor Group to, provide the products sold by the Vista Outdoor Business at a discount to any individual who is employed by the Outdoor Products Group and (b) Outdoor Products shall, and shall cause each member of the Outdoor Products Group to, provide the products sold by the Outdoor Products Business at a discount to any individual who is employed by the Vista Outdoor Group, in each case in accordance with the terms and subject to the limitations set forth on Schedule D.

ARTICLE VI

STOCK PLANS

SECTION 6.01. Outdoor Products Stock Plan. Effective on or before the Distribution Date, Outdoor Products shall adopt, establish and maintain an equity compensation plan (the “Outdoor Products Stock Plan”).

SECTION 6.02. Restricted Stock Units. (a) Restricted Stock Units Held by Outdoor Products Employees. Each Vista Outdoor RSU Award held as of immediately prior to the Distribution by any Outdoor Products Employee shall be converted into an Outdoor Products restricted stock unit award granted under the Outdoor Products Stock Plan (a “Substitute Outdoor Products RSU Award”). The number of Outdoor Products Shares subject to each such Substitute Outdoor Products RSU Award shall be equal to the number of Vista Outdoor Shares that remain subject to the applicable Vista Outdoor RSU Award as of immediately prior to the Distribution multiplied by the Outdoor Products Conversion Ratio. Each Substitute Outdoor Products RSU Award held by an Outdoor Products Employee shall have substantially the same terms and conditions (including vesting schedule) as the corresponding Vista Outdoor RSU Award to which it relates, except as provided herein, and shall continue to vest based solely on continued service with the Outdoor Products Group.

(b) Restricted Stock Units Held by Continuing Non-Employee Directors. Each Vista Outdoor RSU Award held as of immediately prior to the Distribution by any Continuing Non-Employee Director shall be adjusted and

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converted into both a Post-Separation Vista Outdoor RSU Award and a Substitute Outdoor Products RSU Award. The number of Vista Outdoor Shares subject to each such Post-Separation Vista Outdoor RSU Award shall be equal to the number of Vista Outdoor Shares that remain subject to the applicable Vista Outdoor RSU Award as of immediately prior to the Distribution, and the number of Outdoor Products Shares subject to each such Substitute Outdoor Products RSU Award shall be equal to the number of Vista Outdoor Shares that remain subject to the applicable Vista Outdoor RSU Award as of immediately prior to the Distribution multiplied by the Outdoor Products Conversion Ratio. Each Post-Separation Outdoor Products RSU Award and Substitute Outdoor Products RSU Award shall have substantially the same terms and conditions (including vesting schedule) as the corresponding Vista Outdoor RSU Award to which it relates, except as provided herein.

SECTION 6.03. Performance Stock Unit Awards.

(a) Vista Outdoor PSU Awards. Each Vista Outdoor PSU Award held as of immediately prior to the Distribution by any Outdoor Products Employee shall be converted into a Substitute Outdoor Products RSU Award. The number of Outdoor Products Shares subject to each such Substitute Outdoor Products RSU Award shall be equal to the number of Vista Outdoor Shares that remain subject to the applicable Vista Outdoor PSU Award as of immediately prior to the Distribution multiplied by the Outdoor Products Conversion Ratio assuming, as applicable, achievement of (i) 100% of target performance, in the case of Vista Outdoor PSU Awards in respect of fiscal years 2022-2024 and 2024-2026 and (ii) 33.33% of target performance, in the case of Vista Outdoor PSU Awards in respect of fiscal years 2023-2025. Each Substitute Outdoor Products RSU Award shall have substantially the same terms and conditions (including time-vesting schedule) as the corresponding Vista Outdoor PSU Award to which it relates, except as provided herein, and shall continue to vest based on continued service with the Outdoor Products Group.

(b) Specified Vista Outdoor PSU Awards. Each Specified Vista Outdoor PSU Award held as of immediately prior to the Distribution by any Outdoor Products Employee shall be converted into an Outdoor Products performance-based restricted stock unit award granted under the Outdoor Products Stock Plan (a “Substitute Outdoor Products PSU Award”). The target number of Outdoor Products Shares subject to each such Substitute Outdoor Products PSU Award shall be equal to the target number of Vista Outdoor Shares that remain subject to the applicable Specified Vista Outdoor PSU Award as of immediately prior to the Distribution multiplied by the Outdoor Products Conversion Ratio. Each such Substitute Outdoor Products PSU Award shall have substantially the same terms and conditions (including performance conditions and vesting schedule) as the corresponding Specified Vista Outdoor PSU Award to which it relates, except as provided herein.

SECTION 6.04. Option Awards. Each Vista Outdoor Option Award held as of immediately prior to the Distribution, whether vested or unvested, by any Outdoor Products Employee shall be converted into an option to purchase Outdoor Products Shares granted under the Outdoor Products Stock Plan (a “Substitute Outdoor Products Option Award”). The number of Outdoor Products Shares subject to each such Substitute Outdoor Products Option Award shall be equal to (a) the number of Vista Outdoor Shares issuable upon the exercise of the applicable Vista Outdoor Option Award as of immediately prior to the Distribution multiplied by (b) the Outdoor Products Conversion Ratio, rounded down to the nearest whole share. Each Substitute Option Award shall have a per-share exercise price equal to the (i) the per-share exercise price of the corresponding Vista Outdoor Option Award immediately prior to the Distribution, divided by (ii) the Outdoor Products Conversion Ratio, rounded up to the nearest cent. Each Substitute Outdoor Products Option Award shall have substantially the same terms and conditions (including vesting schedule) as the corresponding Vista Outdoor Option Award to which it relates, except as provided herein, and shall continue to vest based solely on continued service with the Outdoor Products Group.

SECTION 6.05. Deferred Stock Units. Each Vista Outdoor DSU Award held as of immediately prior to the Distribution by any Continuing Non-Employee Director shall be adjusted and converted into both a Post-Separation Vista Outdoor DSU Award and an Outdoor Products deferred stock unit award granted under the Outdoor Products Stock Plan (a “Substitute Outdoor Products DSU Award”). The number of Vista Outdoor Shares subject to each such Post-Separation Vista Outdoor DSU Award shall be equal to the number of Vista

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Outdoor Shares subject to the applicable Vista Outdoor DSU Award as of immediately prior to the Distribution, and the number of Outdoor Products Shares subject to each such Substitute Outdoor Products DSU Award shall be equal to the number of Vista Outdoor Shares that remain subject to the applicable Vista Outdoor DSU Award as of immediately prior to the Distribution multiplied by the Outdoor Products Conversion Ratio. Each Post-Separation Outdoor Products DSU Award and Substitute Outdoor Products DSU Award shall have substantially the same terms and conditions (including vesting schedule) as the corresponding Vista Outdoor DSU Award to which it relates, except as provided herein.

SECTION 6.06. Specified Provisions Related to Post-Separation Vista Outdoor Awards. With respect to each Post-Separation Vista Outdoor Award, Substitute Outdoor Products RSU Award held by a Continuing Non-Employee Director and Substitute Outdoor Products DSU Award, (a) service to Outdoor Products shall be treated as service to Vista Outdoor and (b) service to Vista Outdoor shall be treated as service to Outdoor Products. In addition, the Distribution shall not constitute a termination of service for purposes of any Post-Separation Vista Outdoor Award, Substitute Outdoor Products RSU Award held by a Continuing Non-Employee Director or Substitute Outdoor Products DSU Award, as applicable.

SECTION 6.07. Approval and Terms of Equity Awards. The Parties shall adopt and approve the issuance of the adjusted and converted awards provided for herein. Notwithstanding the foregoing, awards made under the Outdoor Products Stock Plan pursuant to Outdoor Products’ obligations under this Agreement shall take into account all employment and service with both Vista Outdoor and Outdoor Products, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate. Outdoor Products shall be solely responsible for all Liabilities with respect to the Outdoor Products Stock Plan, including the Substitute Outdoor Products RSU Awards, the Substitute Outdoor Products PSU Awards, the Substitute Outdoor Products Option Awards and the Substitute Outdoor Products DSU Awards, and shall indemnify, defend and hold harmless each of the Vista Outdoor Indemnitees from and against any and all expenses and losses incurred or suffered by one or more of the Vista Outdoor Indemnitees in connection with, relating to, arising out of or due to, directly or indirectly, any conversion of awards substituted hereunder. Following the date of this Agreement, Vista Outdoor and Outdoor Products shall use commercially reasonable efforts to cooperate in administering the vesting, forfeiture and settlement of Post-Separation Vista Outdoor Awards, Substitute Outdoor RSU Awards held by Continuing Non-Employee Directors and Substitute Outdoor Products DSU Awards and each Party shall bear its own costs with respect to the foregoing.

ARTICLE VII

EMPLOYEE STOCK PURCHASE PLAN

SECTION 7.01. Vista Outdoor ESPP. The administrator of the Vista Outdoor ESPP shall take all actions necessary and appropriate to provide that all payroll deductions and other contributions of the participants in the Vista Outdoor ESPP who are Outdoor Products Employees shall cease on or before the Distribution Date. As of the Distribution Date, the members of the Outdoor Products Group shall cease to be Participating Subsidiaries (as defined in the Vista Outdoor ESPP) and the Outdoor Products Employees shall cease to be Eligible Employees (as defined in the Vista Outdoor ESPP), in each case, in accordance with the terms of the Vista Outdoor ESPP.

SECTION 7.02. Outdoor Products ESPP. Effective on or before the Distribution Date, Outdoor Products shall adopt, establish and maintain an employee stock purchase plan (within the meaning of Section 423 of the Code).

ARTICLE VIII

COMPENSATION MATTERS AND GENERAL BENEFIT MATTERS

SECTION 8.01. Cessation of Participation in Vista Outdoor Benefit Plans. Except as otherwise provided in this Agreement or as required by the terms of any Vista Outdoor Benefit Plan or applicable Law, the Vista

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Outdoor Group shall take any and all action as shall be necessary or appropriate so that participation in Vista Outdoor Benefit Plans by all Outdoor Products Employees shall terminate as of the close of business on the date immediately prior to the Distribution Date and each member of the Outdoor Products Group shall cease to be a participating employer under the terms of such Vista Outdoor Benefit Plans as of such time.

SECTION 8.02. Administrative Complaints/Litigation.

(a) Except as otherwise provided in this Agreement and as set forth in Section 8.02(b), as of the Distribution Date, Outdoor Products shall assume, conduct the defense of, and be solely liable for, the handling, administration, investigation and defense of actions related to (i) the Outdoor Products Liabilities and (ii) any Outdoor Products Benefit Plan, Outdoor Products Employee, Former Outdoor Products Employee or Former Shared Services Employee, arising before, on or after the Distribution Date, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against the Vista Outdoor Group or the Outdoor Products Group by any Person other than those related to a Vista Outdoor Benefit Plan. Any Liabilities arising from such actions shall be deemed Outdoor Products Liabilities under the Distribution Agreement.

(b) Except as otherwise provided in this Agreement, as of the Distribution Date, Vista Outdoor shall assume, conduct the defense of, and be solely liable for, the handling, administration, investigation and defense of actions related to (i) the Vista Outdoor Liabilities and (ii) any Vista Outdoor Benefit Plan, Vista Outdoor Employee or Former Vista Outdoor Employee, arising before, on or after the Distribution Date, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against the Vista Outdoor Group or the Outdoor Products Group by any Person. Any Liabilities arising from such actions or as otherwise expressly provided in this Agreement shall be deemed Vista Outdoor Liabilities under the Distribution Agreement.

SECTION 8.03. Restrictive Covenants in Employment and Other Agreements. To the extent permitted under applicable Law, following the Distribution, (a) the Outdoor Products Group shall be considered to be a successor to the Vista Outdoor Group for purposes of all agreements containing restrictive covenants (including confidentiality provisions and invention assignments) between the Vista Outdoor Group and any Outdoor Products Employee or Former Outdoor Products Employee executed prior to the Distribution Date and (b) the Vista Outdoor Group shall be considered to be a successor to the Outdoor Products Group for purposes of all agreement containing restrictive covenants (including confidentiality provisions and invention assignments) between the Outdoor Products Group and any Vista Outdoor Employee executed prior to the Distribution Date, in each case, such that the Vista Outdoor Group and the Outdoor Products Group shall all enjoy the rights and benefits under such agreements, with respect to their respective business operations; provided, however, that (i) in no event shall the Vista Outdoor Group be permitted to enforce any restrictive covenants against any Outdoor Products Employees or Former Outdoor Products Employees in their capacity as employees of the Outdoor Products Group and (ii) in no event shall the Outdoor Products Group be permitted to enforce any restrictive covenants against any Vista Outdoor Employees or Former Vista Outdoor Employees in their capacity as employees of the Vista Outdoor Group.

SECTION 8.04. Past Service Credit. With respect to all Outdoor Products Employees, as of the Distribution Date, the Outdoor Products Group shall recognize all service recognized under the comparable Vista Outdoor Benefit Plans for purposes of determining eligibility, participation, vesting and calculation of benefits under comparable plans and programs maintained by the Outdoor Products Group; provided that there shall be no duplication of benefits for Outdoor Products Employees under such Outdoor Products plans and programs. The Vista Outdoor Group shall provide to Outdoor Products copies of any records available to the Vista Outdoor Group to document such service, plan participation and membership and cooperate with Outdoor Products to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to the Outdoor Products Employees. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, the Vista Outdoor Group

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and Outdoor Products shall each comply with all applicable Laws, regulations and internal policies and each Party shall indemnify and hold harmless the other Party from and against any and all Liability that arises from a failure (by the indemnifying Party) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

SECTION 8.05. Paid Time Off. Effective as of the Distribution Date, the Outdoor Products Group shall recognize and assume all Liability for all paid time off, including vacation, holiday, sick leave and personal days off accrued by Outdoor Products Employees as of the Distribution Date, and the Outdoor Products Group shall credit each Outdoor Products Employee with such accrued days off.

SECTION 8.06. Leaves of Absence. The Outdoor Products Group shall continue to apply all leave of absence policies as in effect immediately prior to the Distribution to inactive Outdoor Products Employees who are on an approved leave of absence as of the Distribution Date. Leaves of absence taken by Outdoor Products Employees prior to the Distribution Date shall be deemed to have been taken as employees of Outdoor Products.

SECTION 8.07. Collective Bargaining Agreements. To the extent required by applicable Law or any Outdoor Products CBA, each Party shall cooperate and consult in good faith to provide notice, engage in consultation, and take any similar action that may be required on its part in connection with the Distribution.

SECTION 8.08. Vista Outdoor Assets. Except as otherwise set forth herein, the Vista Outdoor Group or the Vista Outdoor Benefit Plans, as applicable, shall retain all reserves, bank accounts, trust funds or other balances maintained with respect to Vista Outdoor Benefit Plans.

SECTION 8.09. Further Cooperation; Personnel Records; Data Sharing. The Parties shall provide each other such records and information as reasonably necessary or appropriate to carry out their obligations under applicable Law or this Agreement or for the purposes of administering their respective plans and policies. Subject to the last sentence of Section 2.04, each Party shall be responsible for the accuracy of records and information provided to the other Party pursuant to this Section 8.09 and shall indemnify such other Party for any losses caused by inaccurate information that it has provided (including failure to timely provide such records and information). Subject to applicable Law, all information and records regarding employment and personnel matters of Outdoor Products Employees and Former Outdoor Products Employees shall be accessed, retained, held, used, copied and transmitted after the Distribution Date by the Vista Outdoor Group and Outdoor Products, as applicable, in accordance with all Laws and policies relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. Access to such records after the Distribution Date shall be provided to the Vista Outdoor Group and Outdoor Products, as applicable, in accordance with Article VII of the Distribution Agreement. Notwithstanding the foregoing, the Vista Outdoor Group shall retain reasonable access to those records necessary for the Vista Outdoor Group’s continued administration of any plans or programs on behalf of Outdoor Products Employees and Former Outdoor Products Employees after the Distribution Date, and Outdoor Products shall retain reasonable access to those records necessary for the Outdoor Products Group’s administration of any equity award or other compensation or benefit payable or administered by the Outdoor Products Group after the Distribution Date; provided that such access shall be limited to individuals who have a job-related need to access such records. The Vista Outdoor Group shall also retain copies of all confidentiality agreements with any Outdoor Products Employee or Former Outdoor Products Employee in which the Vista Outdoor Group has a valid business interest. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, the Vista Outdoor Group and Outdoor Products shall each comply with all applicable Laws, regulations and internal policies, and each Party shall indemnify and hold harmless the other Party from and against any and all Liability that arises from a failure (by the indemnifying Party) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

SECTION 8.10. Tax Deductions.

(a) Except as provided in this Section 8.10, any income Tax (as defined in the Tax Matters Agreement) deduction arising before or after the Distribution Date with respect to (i) the Vista Outdoor Pension Plan and the

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Vista Outdoor DB SERP shall be claimed solely by Vista Outdoor, (ii) (A) shares of Vista Outdoor purchased via the Vista Outdoor ESPP shall be claimed solely by Vista Outdoor and (B) shares of Outdoor Products issued with respect to shares purchased via the Vista Outdoor ESPP shall be claimed solely by Outdoor Products, (iii) Post-Separation Vista Outdoor Awards, Substitute Outdoor Products DSU Awards and Substitute Outdoor Products RSU Awards held by Continuing Non-Employee Directors shall be claimed solely by the Party at which the applicable Continuing Non-Employee Director is a non-employee director following the Distribution Date and (iv) Substitute Outdoor Products RSU Awards held by Outdoor Products Employees, Substitute Outdoor Products PSU Awards and Substitute Outdoor Products Option Awards shall be claimed solely by Outdoor Products.

(b) The Parties shall reasonably cooperate with each other to provide the information (including information from third parties) necessary for the Party entitled pursuant to Section 8.10(a) to a Tax deduction to claim such Tax deduction.

(c) If any taxing authority asserts that any of the foregoing income Tax deductions claimed by the Party entitled to such deduction pursuant to Section 8.10(a) (the “Claiming Party”) should have been claimed instead by the other Party (the “Other Party”), then the Claiming Party shall notify the Other Party of such assertion, and the Other Party shall take all actions reasonably necessary or appropriate to claim such deduction (including, if necessary, filing an amended Tax Return and otherwise preventing the applicable statute of limitations from expiring). If the Other Party successfully claims the income Tax deduction, it shall promptly (but in no event later than 20 business days) pay to the Claiming Party an amount equal to the economic benefit of such deduction (calculated on a “with and without” basis).

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01. Employment and Plan Rights. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that (a) this Agreement is not intended to create a service-related contract between any member of the Vista Outdoor Group or the Outdoor Products Group, on the one hand, and any employee or service provider, on the other, nor may any current or former employee or service provider of the Vista Outdoor Group or the Outdoor Products Group rely on this Agreement as the basis for any breach of any service-related contract claim against any member of the Vista Outdoor Group or the Outdoor Products Group, (b) nothing in this Agreement shall be deemed or construed to require any member of the Vista Outdoor Group or the Outdoor Products Group to continue to employ any particular employee or service provider for any period before or after the Distribution Date, (c) nothing in this Agreement shall be deemed or construed to limit the right of any member of the Vista Outdoor Group or the Outdoor Products Group to terminate the employment or service of any employee or service provider at any time before or after the Distribution Date and (d) nothing in this Agreement shall be construed as establishing or amending any Benefit Plan or any other plan, policy, agreement or arrangement for the benefit of any employee or any other person of the Vista Outdoor Group or the Outdoor Products Group.

SECTION 9.02. Confidentiality. Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith is confidential and is subject to the terms of the confidentiality provisions set forth in Section 7.09 of the Distribution Agreement.

SECTION 9.03. Reimbursement and Indemnification. With respect to any reimbursements between the Parties that are required under this Agreement, the Parties agree to reimburse each other, within 30 days of receipt from the other Party of appropriate verification, for all costs and expenses which each may incur on behalf of the other as a result of any of the Benefit Plans. All Liabilities retained, assumed or indemnified against by the Outdoor Products Group pursuant to this Agreement shall be subject to indemnification under Section 6.02 of the Distribution Agreement and all Liabilities retained, assumed or indemnified against by the Vista Outdoor Group pursuant to this Agreement shall be subject to indemnification under Section 6.03 of the Distribution Agreement, and all such Liabilities shall be subject to the indemnification procedures set forth in Article VI of the Distribution Agreement.

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SECTION 9.04. Entire Agreement. This Agreement, including any schedules hereto and the sections of the Distribution Agreement referenced herein, contains the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof or thereof other than those set forth or referred to herein or therein.

SECTION 9.05. Section 409A. The Parties shall cooperate in good faith and use reasonable best efforts to ensure that the transactions contemplated by this Agreement shall not result in adverse tax consequences under Section 409A of the Code to any Outdoor Products Employee, Former Outdoor Products Employee, Vista Outdoor Employee, Former Vista Outdoor Employee or Former Shared Services Employee (or any of their respective beneficiaries), in respect of their respective benefits under any Benefit Plan.

SECTION 9.06. Amendment. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party hereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 9.07. Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by an authorized representative of such Party. The failure of either Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

SECTION 9.08. Execution in Counterparts. This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

SECTION 9.09. No Third-Party Beneficiaries. No Outdoor Products Employee, Former Outdoor Products Employee, Vista Outdoor Employee, Former Vista Outdoor Employee, Former Shared Services Employee or other current or former employee of any member of the Vista Outdoor Group or any member of the Outdoor Products Group (or his/her spouse, dependent or beneficiary), or any other person not a Party to this Agreement, shall be entitled to assert any claim hereunder. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and there are no third-Party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 9.10. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when delivered or mailed in accordance with the terms of Section 12.05 of the Distribution Agreement.

SECTION 9.11. Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, including acts of God, acts of civil or military authority, embargoes, acts of terrorism, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the

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benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) notify the other Party of the nature and extent of any such force majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as reasonably feasible.

SECTION 9.12. No Public Announcement. Neither Party hereto shall, without the prior written approval of the other Party, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such Party shall be so obligated by Law or the rules of any regulatory body or stock exchange, in which case the other Party shall be advised and the Parties shall use their respective commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with the accounting and U.S. Securities and Exchange Commission disclosure obligations or the rules of any stock exchange.

SECTION 9.13. Limited Liability. Notwithstanding any other provision of this Agreement, no Person who is a stockholder, director, employee, officer, agent or representative of Outdoor Products or Vista Outdoor, in such individual’s capacity as such, shall have any Liability in respect of or relating to the covenants or obligations of Outdoor Products or Vista Outdoor, as applicable, under this Agreement, the Distribution Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto, and, to the fullest extent legally permissible, each of Outdoor Products and Vista Outdoor, for itself and its stockholders, directors, employees, officers and Affiliates, waives and agrees not to seek to assert or enforce any such liability that any such individual otherwise might have pursuant to applicable Law.

SECTION 9.14. Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution, this Agreement shall be of no further force and effect.

SECTION 9.15. Miscellaneous. Except as otherwise expressly set forth in this Agreement, the provisions of Article XII of the Distribution Agreement shall apply mutatis mutandis to this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives as of the date first above written.

VISTA OUTDOOR INC.
By:
	Name: [●]
	Title:   [●]
[OUTDOOR PRODUCTS SPINCO INC.]
By:
	Name: [●]
	Title:   [●]

EX-10.4

Exhibit 10.4

[OUTDOOR PRODUCTS SPINCO INC.]

STOCK INCENTIVE PLAN

Section 1. Purpose of the Plan.

The purpose of the [Outdoor Products Spinco Inc.] Stock Incentive Plan (hereinafter called the “Plan”) is to aid the Company in recruiting and retaining employees, officers, consultants and non-employee Directors capable of assuring the future success of the Company through the grant of Awards to such persons under the Plan. The Company expects that Awards of stock-based compensation and opportunities for stock ownership in the Company will provide incentives to Plan participants to exert their best efforts for the success of the Company’s business and thereby align the interests of Plan participants with those of the Company’s stockholders.

Section 2. Definitions.

The following capitalized terms used in the Plan have the meanings set forth in this Section:

(a) “Affiliate” means (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.

(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent, Performance Award, Stock Award or Other Stock-Based Award granted under the Plan.

(c) “Award Agreement” means any written or electronic agreement, contract or other instrument or document evidencing an Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(d) “Board” means the Board of Directors of the Company.

(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(f) “Committee” means the Compensation Committee of the Board or any successor committee of the Board designated by the Board to administer the Plan.

(g) “Company” means [Outdoor Products Spinco Inc.], a Delaware corporation.

(h) “Director” means a member of the Board.

(i) “Dividend Equivalent” means any right granted under Section 6(d) of the Plan.

(j) “Eligible Person” means any employee, officer, consultant or non-employee Director of the Company or any Affiliate who is an “employee” within the meaning of Form S-8 under the Exchange Act, as in effect from time to time, and whom the Committee determines to be an Eligible Person.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Fair Market Value” means, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless otherwise determined by

the Committee, the Fair Market Value of Shares on a given date for purposes of the Plan shall be the closing sale price of the Shares on the principal securities exchange on which such Shares are traded as reported in the consolidated transaction reporting system on such date or, if such exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading.

(m) “Incentive Stock Option” means an option granted under Section 6(a) of the Plan that is intended to meet the rules and requirements of Section 422 of the Code or any successor provision.

(n) “Non-Qualified Stock Option” means an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(o) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.

(p) “Other Stock-Based Award” means any right granted under Section 6(f) of the Plan.

(q) “Participant” means an Eligible Person who is designated by the Committee to be granted an Award under the Plan or who receives a Substitute Award.

(r) “Performance Award” means any right granted under Section 6(e) of the Plan.

(s) “Performance Goal” means a measurable performance goal or goals providing for a targeted level or levels of achievement using one or more of the following measures, or such other measures as determined by the Committee (including individual Participant performance goals), in its sole discretion: (i) sales or revenues (including, without limitation, sales or revenue growth); (ii) gross profit; (iii) income before interest and taxes; (iv) income before interest, taxes, depreciation and amortization; (v) net income; (vi) net income from operations; (vii) operating results excluding pension mark-to-market; (viii) earnings per Share; (ix) return measures (including, without limitation, return on assets, capital, invested capital, equity, sales or revenues); (x) productivity ratios; (xi) expense or cost reduction measures; (xii) margins; (xiii) operating efficiency; (xiv) market share; (xv) orders; (xvi) customer satisfaction; (xvii) working capital targets; (xviii) budget comparisons; (xix) implementation or completion of specified projects or processes; (xx) the formation of joint ventures, establishment of research or development collaborations or the completion of other transactions; (xxi) cash flow (including, without limitation, operating cash flow, free cash flow and cash flow return on equity); (xxii) Share price (including, without limitation, growth in Share price and total stockholder return); (xxiii) profitability of an identifiable business unit or product; (xxiv) economic profit or economic value added; (xxv) cash value added; or (xxvi) any other objective or subjective criteria as established by the Committee. The foregoing measures may relate to the Company, one or more of its Subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. Performance Goals shall be pre-established in writing by the Committee, and achievement thereof certified in writing prior to payment of the Award. The Committee may specify that the achievement of the Performance Goals will be calculated without regard to the negative or positive effect of certain events, including, without limitation, any of the following events: charges for extraordinary items and other unusual or non-recurring items of loss or gain; asset impairments; litigation or claim judgments or settlements; changes in the Code or tax rates; changes in accounting principles; changes in other laws, regulations or other provisions affecting reported results; charges relating to restructurings, discontinued operations, severance and contract termination and other costs incurred in rationalizing certain business activities; gains or losses from the acquisition or disposition of businesses or assets or from the early extinguishment of debt; and foreign currency exchange gains or losses.

(t) “Person” means any individual, corporation, partnership, association or trust.

(u) “Plan” means this [Outdoor Products Spinco Inc.] Stock Incentive Plan, as amended from time to time.

(v) “Restricted Stock” means any Share granted under Section 6(c) of the Plan.

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(w) “Restricted Stock Unit” means any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.

(x) “Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation.

(y) “Share” means a share of common stock, par value of $0.01 per share, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(e) of the Plan.

(z) “Stock Appreciation Right” means any right granted under Section 6(b) of the Plan.

(aa) “Stock Award” means any Share granted under Section 6(f) of the Plan.

(bb) “Subsidiary” means a “subsidiary corporation”, whether not or hereafter existing, as defined in Section 424(f) of the Code or any successor provision.

(cc) “Substitute Awards” mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any of its Subsidiaries or Affiliates or with which the Company or any of its Subsidiaries or Affiliates combines.

Section 3. Administration.

(a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Except as otherwise determined by the Board, the Committee (i) shall meet any applicable requirements under Rule 16b-3, including any requirement that the Committee consist of “Non-Employee Directors” (as defined in Rule 16b-3) and (ii) shall meet any applicable requirements of any stock exchange or other market quotation system on which the Shares are listed. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement, provided, however, that, except as otherwise provided in Section 4(e) hereof or in connection with a Change in Control, the Committee shall not reprice, adjust or amend the exercise price of Options or the grant price of Stock Appreciation Rights or purchase rights previously awarded to any Participant, whether through amendment, cancellation and replacement grant, exchange for cash or any other Awards, or any other means; (vi) accelerate the exercisability of any Award or the lapse of restrictions relating to any Award; (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable to a Participant with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder of the Award or the Committee; (ix) interpret and administer the Plan and any instrument or agreement, including any Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

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(b) Delegation. The Committee may delegate its powers and duties under the Plan to one or more Directors (including a Director who is also an officer of the Company) or a committee of Directors, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act.

(c) Power and Authority of the Board of Directors. Notwithstanding anything to the contrary contained herein, the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan.

Section 4. Shares Available for Awards.

(a) Aggregate Limit. Subject to adjustment as provided in Section 4(e) of the Plan, the automatic increase set forth in Section 4(b) of the Plan and the provisions of Section 4(f)(iv) of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is [●]. In addition, Shares may become available again for issuance under the Plan pursuant to Section 4(c) of the Plan.

(b) Automatic Share Reserve Increase. Subject to adjustment as provided in Section 4(e) of the Plan, the number of Shares available for issuance under the Plan shall be increased on the first day of each fiscal year beginning with (and including) April 1, 2024, and ending with (and including) April 1, 2033, in an amount equal to the lesser of (i) 5% of the outstanding Shares on the last day of the immediately preceding fiscal year and (ii) such number of Shares determined by the Committee.

(c) Share Usage. Shares that are subject to Awards that terminate, lapse, expire or are cancelled or forfeited shall be available again for grant under the Plan. In addition, if Stock Appreciation Rights are settled in Shares upon exercise, the gross number of Shares subject to the Award (rather than the net number of Shares issued upon exercise) shall be counted against the number of Shares authorized under the Plan. Shares purchased on the open market with the cash proceeds from the exercise of Options shall not be added back to the number of Shares authorized for issuance under the Plan and shall not be available for grant under the Plan. Notwithstanding the foregoing, any Award or portion of an Award that, in accordance with the terms of the applicable Award Agreement, is payable only in cash or is actually settled in cash shall not be counted against the number of Shares authorized under the Plan.

(d) Accounting for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates, measured at maximum in the case of performance-based Awards, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan, subject to adjustment as required under Section 4(e); upon vesting of an Award, the aggregate number of Shares available for grants under the Plan shall be appropriately adjusted to reflect the final number of Shares actually issued with respect to such Award.

(e) Adjustments. In the event that an equity restructuring, as defined as a nonreciprocal transaction between the Company and its stockholders that causes the per-share fair value of the Shares underlying an Option or similar Award to change (e.g., stock dividend, stock split, spinoff, extraordinary cash dividend, etc.), has occurred, the Committee shall make an equitable adjustment to (i) the number and type of Shares (or other securities) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities) subject to outstanding Awards, (iii) the purchase or exercise price with respect to any Award and (iv) the vesting (including performance goals).

In the event that the Committee shall determine that an event other than an equity restructuring, as defined above, affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall (A) in such manner as it may deem equitable, adjust any or all of (i) the number and

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type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase or exercise price with respect to any Award and (iv) the vesting terms (including performance goals), (B) make provision for a cash payment to the holder of an outstanding Award in consideration for the cancelation of such Award, including, in the case of an outstanding Option or Stock Appreciation Right, a cash payment to the holder of such Option or Stock Appreciation Right in consideration for the cancelation of such Option or Stock Appreciation Right in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option or Stock Appreciation Right over the aggregate exercise price of such Option or Stock Appreciation Right, (C) cancel and terminate any Option or Stock Appreciation Right having a per-Share exercise price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or Stock Appreciation Right without any payment or consideration therefor or (D) in the case of an outstanding Option or Stock Appreciation Right, establishing a date upon which such Award will expire unless exercised prior thereto.

It is intended that any adjustments contemplated by the preceding two paragraphs be done in a manner consistent with Section 409A of the Code and (where applicable) Section 424 of the Code. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.

(f) Award Limitations Under the Plan.

(i) Limitation on Awards Granted to Non-Employee Directors. No non-employee Director may be paid or granted, in any fiscal year, cash compensation and equity awards (including any Awards issued under the Plan) with an aggregate value greater than $500,000 (with the value of each Award (or other equity award) calculated based on the grant date fair value of such Award for financial reporting purposes) in respect of such Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board).

(ii) Limitation on Incentive Stock Options. The number of Shares available for granting Incentive Stock Options under the Plan shall not exceed [●], subject to adjustment as provided in Section 4(e) of the Plan and subject to the provisions of Section 422 or 424 of the Code or any successor provision.

(iii) Minimum Vesting Period. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (A) Substitute Awards, (B) Shares delivered in lieu of fully vested cash obligations, (C) Awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders, and (D) any additional Awards the Committee may grant, up to a maximum of 5% of the available share reserve authorized for issuance under the Plan pursuant to Section 4(a) (subject to adjustment under Section 4(e)); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, separation from service, death, Disability or a Change in Control, in the terms of the Award Agreement or otherwise.

(iv) Substitute Awards. Substitute Awards may be granted under the Plan; provided, however, that in no event may any Substitute Award be granted in a manner that would violate the prohibitions on repricing of Options and Stock Appreciation Rights set forth in Section 3(a)(v). The number of Shares underlying any Substitute Awards shall not be counted against the Share Limit; provided, however, that Substitute Awards issued or intended to qualify as Incentive Stock Options shall be counted against the limitation on Incentive Stock Options set forth in Section 4(f)(ii).

(g) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury shares or Shares reacquired by the Company in any manner.

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Section 5. Eligibility.

Any Eligible Person may be designated to be a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services provided by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, officers and Directors who are also employees) of the Company and its Subsidiaries.

Section 6. Awards.

(a) Options. The Committee may grant Options with the following terms and conditions and with such additional terms and conditions consistent with the provisions of the Plan as the Committee shall determine:

(i) Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate a per share exercise price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.

(ii) Option Term. The term of each Option shall be fixed by the Committee but shall not be longer than 10 years from the date of grant.

(iii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(iv) Incentive Stock Option Limits. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to such Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company or of any parent (within the meaning of Section 424 of the Code) or Subsidiary of the Company) shall not exceed $100,000 or such other amount as may be subsequently specified by the Code or applicable regulations; provided that if such limitation is exceeded, any Options in excess of such limitation shall be deemed to be Non-Qualified Stock Options. Incentive Stock Options shall contain such other provisions as the Committee shall deem advisable but shall in all events be consistent with and contain or be deemed to contain all provisions required in order to qualify as incentive stock options under Section 422 of the Code. All Incentive Stock Options must be granted within 10 years from the date the Plan was last approved by the stockholders of the Company. If Incentive Stock Options are granted to an Eligible Person who owns Shares representing more than 10% of the voting power of all classes of shares of the Company or its Subsidiaries, the term of each Incentive Stock Option shall not exceed five years from the date of grant of such Incentive Stock Option and the exercise price applicable to such Incentive Stock Option shall be at least 110% of the Fair Market Value of the Shares subject to each Incentive Stock Option on the date of grant.

(b) Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights subject to the terms of the Plan and such additional terms and conditions consistent with the provisions of the Plan as the Committee shall determine. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided,

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however, that the Committee may designate a per share grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate. No Stock Appreciation Right may be exercised later than the 10th anniversary of the date of grant.

(c) Restricted Stock and Restricted Stock Units. The Committee may grant Awards of Restricted Stock and Restricted Stock Units with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i) Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate; provided, however, in no event will any dividends or dividend equivalents be paid until the vesting of the underlying Restricted Stock or Restricted Stock Units. Notwithstanding the foregoing, the Committee may permit acceleration of vesting of such Awards, including, in the event of the Participant’s death, disability, retirement, separation from service or in connection with a Change in Control.

(ii) Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that is no longer subject to restrictions shall be delivered to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.

(iii) Forfeiture. Except as otherwise determined by the Committee, upon a Participant’s termination of employment or resignation or removal as a Director (in either case, as determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units held by the Participant at such time shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

(d) Dividend Equivalents. The Committee may grant Dividend Equivalents under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of any cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan, such Dividend Equivalents may have such terms and conditions as the Committee shall determine, provided, however, in no event will any dividend equivalents be paid until the vesting of the underlying Award. In no event shall Dividend Equivalents be granted with respect to Options, Stock Appreciation Rights or other purchase rights.

(e) Performance Awards. The Committee may grant Performance Awards denominated in Shares that may be settled or payable in Shares (including, without limitation, Restricted Stock or Restricted Stock Units) or cash. The Committee may also grant Performance Awards denominated in cash that may be settled or payable in cash or equivalent Shares (including, without limitation, Restricted Stock or Restricted Stock Units). Performance Awards shall be conditioned on the achievement of one or more Performance Goals, and such Performance Goals shall be pre-established by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, the Performance Goals to be achieved during any performance period, the length of any performance period, the

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amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award, and any other terms and conditions of any Performance Award shall be determined by the Committee. The Committee shall also certify in writing that such Performance Goals have been met prior to payment of the Performance Awards.

(f) Other Stock-Based Awards. The Committee may grant such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, stock awards and securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and the Award Agreement. To the extent Shares or other securities are delivered pursuant to a purchase right granted under this Section 6(f), such Shares or securities shall be purchased for consideration having a value equal to at least 100% of the Fair Market Value of such Shares or other securities on the date the purchase right is granted.

(g) General.

(i) Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law.

(ii) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Subject to the terms of the Plan, Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iii) Forms of Payment under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividends or Dividend Equivalents with respect to installment or deferred payments.

(iv) Term of Awards. The term of each Award shall be for a period not longer than 10 years from the date of grant.

(v) Limits on Transfer of Awards. No Award and no right under any such Award shall be transferable by a Participant other than (1) by will or by the laws of descent and distribution or (2) by transfer of an Award back to the Company, including a transfer of an Award (but not any Stock Options, Stock Appreciation Rights, purchase rights or Restricted Stock not constituting a Performance Award) to the Company in connection with a deferral election under a Company deferred compensation plan. The Committee may establish procedures as it deems appropriate for a Participant to designate a Person or Persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death. Each Award under the Plan or right under any such Award shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(vi) Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem

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advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made or legends to be placed on the certificates for such Shares or other securities to reflect such restrictions. If the Shares or other securities are traded on a securities exchange, the Company shall not be required to deliver any Shares or other securities covered by an Award unless and until such Shares or other securities have been admitted for trading on such securities exchange.

Section 7. Change in Control.

For purposes of the Plan, “Change in Control” means any of the following, unless otherwise provided in an Award Agreement:

(a) during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of, or in connection with, (i) an actual or threatened proxy contest with respect to the election or removal of Incumbent Directors, (ii) an actual or threatened solicitation of proxies or consents by or on behalf of any Person or Persons (whether or not acting in concert) other than the Board or (iii) an agreement with any Person or Persons (whether or not acting in concert) to avoid or settle any such contest or solicitation;

(b) the consummation of (i) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its Subsidiaries, but in the case of this clause (y) only if the voting power of the securities eligible to vote for the election of the Board (“Company Voting Securities”) are issued or issuable (each of the events referred to in this clause (i) being hereinafter referred to as a “Reorganization”) or (ii) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “Sale”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (A) all or substantially all the persons (as used in Section 13(d) of the Exchange Act) who were the beneficial owners of the Company Voting Securities outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more Subsidiaries) (the “Continuing Company”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (B) no person (as used in Section 13(d) of the Exchange Act, excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (C) at least 50% of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;

(c) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

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(d) any person (as used in Section 13(d) of the Exchange Act), corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act), other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (d), the following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change in Control for purposes of subparagraph (b) above.

Unless otherwise provided in an Award Agreement, upon a Change in Control prior to the end of the applicable vesting period of an Award, any such Award shall remain outstanding and shall continue to be subject to the vesting and other restrictions in accordance with its terms, without regard to the occurrence of such Change in Control; provided, however, that if the continuing or surviving company following such Change in Control does not assume or substitute an outstanding Award for a substantially equivalent award (including, without limitation, with respect to vesting schedule and intrinsic value as of the Change in Control), as determined by the Committee, the restrictions with respect to any outstanding unvested Award shall vest immediately prior to such Change in Control. If, during the two-year period following a Change in Control, a Participant’s employment is terminated by the Company without Cause or, in the case of an Executive Officer of the Company or a participant in the Company’s Income Security Plan (“ISP”) or any successor, such Participant terminates employment for Good Reason, then the restrictions with respect to any outstanding Award shall, subject to any conditions provided in the Award Agreement, lapse upon such termination of employment; provided, further, that if the Participant is also a participant in the ISP or any successor or is a party to an individual employment agreement with the Company, the terms of vesting of an Award in the event of a Change in Control shall be governed by the provisions of the ISP or the Participant’s individual employment agreement with the Company, as applicable. Notwithstanding the foregoing, for any Award that constitutes non-qualified deferred compensation within the meaning of Section 409A of the Code, a Change in Control shall not constitute a settlement or distribution event with respect to such Award or an event that otherwise changes the timing of settlement or distribution of such Award, unless the Change in Control also constitutes a “change in ownership” of the Company, a “change in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case, as defined under Section 409A of the Code (a “Section 409A CIC”); provided, however, that whether or not a Change in Control is a Section 409A CIC, such Change in Control may result in the accelerated vesting of such Award as provided by the Award Agreement, this Plan, any Award Agreement or otherwise by the Committee.

For purposes of the preceding paragraph, “Cause” means the occurrence of any of the following, unless defined in an individual employment agreement between the Participant and the Company or a Company severance plan in which the Participant is an eligible participant: (a) the Participant willfully and continually fails to substantially perform his duties of employment (other than because of a mental or physical impairment) for a period of at least 30 days after being given notice of such failure; (b) the Participant (i) engages in any act of dishonesty, wrongdoing or moral turpitude (whether or not a felony) or (ii) violates the Company’s code of conduct or a Company policy, which violation has an adverse effect upon the Company; (c) the Participant breaches the Participant’s duty of loyalty; or (d) the Participant breaches any of the restrictive covenants contained within an applicable Award Agreement. For purposes of this definition, no act or failure to act on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. For purposes of the preceding paragraph, “Good Reason” means, without the Participant’s express written consent,

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the occurrence of any one or more of the following, unless defined in an individual employment agreement between the Participant and the Company or a Company severance plan in which the Participant is an eligible participant: (a) a material reduction of the Participant’s authorities, duties or responsibilities as in effect immediately prior to the Change in Control; (b) a material reduction in the Participant’s annual base salary in effect immediately prior to the Change in Control other than a general reduction in base salary that affects all similarly situated employees in substantially the same proportions; (c) the failure of the Company to continue in effect, or the failure to continue the Participant’s participation on substantially the same basis in, any annual incentive plan, long-term cash incentive plan or equity compensation plan in which the Participant participated immediately prior to the Change in Control, which results in a material reduction in the Participant’s total compensation; or (d) a relocation of the Participant’s principal place of employment by more than 50 miles from the Participant’s principal job location immediately prior to the Change in Control. Good Reason shall not exist until and unless the Participant has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 90 days of the initial existence of such grounds and the Company has had 30 days from the date on which such notice is provided to cure such circumstances, if curable (the “Cure Period”). If the Participant does not terminate his employment for Good Reason within a reasonable period of time, not to exceed three months after the end of the Cure Period, then the Participant shall be deemed to have waived the Participant’s right to terminate for Good Reason with respect to such grounds.

Section 8. Amendment and Termination; Corrections.

(a) Amendments to the Plan. The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan; provided that no such action may materially adversely affect the rights of the holder of an outstanding Award without the consent of the Participant; provided, further, that, notwithstanding any other provision of the Plan or any Award Agreement, prior approval of the stockholders of the Company shall be required for any amendment to the Plan that:

(i) requires stockholder approval under the rules or regulations of the Securities and Exchange Commission, the principal securities exchange on which such Shares are traded, any other securities exchange or the Financial Industry Regulatory Authority, Inc., that are applicable to the Company;

(ii) increases the number of shares authorized under the Plan as specified in Section 4(a) of the Plan (other than pursuant to Sections 4(b) and 4(e));

(iii) permits repricing, cancellation and replacement, or exchange of Options, Stock Appreciation Rights or purchase rights which are prohibited by Section 3(a)(v) of the Plan; or

(iv) permits the award of Options, Stock Appreciation Rights or purchase rights at a price less than 100% of the Fair Market Value of a Share on the date of grant of such Option, Stock Appreciation Right or purchase right, contrary to the provisions of Sections 6(a)(i), 6(b) and 6(f) of the Plan.

(b) Amendments to Awards. Subject to the provisions of the Plan, the Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided in the Plan, the Committee may amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, but no such action may materially adversely affect the rights of the holder of such Award without the consent of the Participant or holder or beneficiary thereof.

(c) Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.

Section 9. Tax Withholding.

The Company may take such action as it deems appropriate to withhold or collect from a Participant the applicable federal, state, local or foreign payroll, withholding, income or other taxes that are required to be

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withheld or collected by the Company upon the grant, exercise, vesting or payment of an Award. The Committee may require the Company to withhold Shares having a Fair Market Value equal to the amount necessary to satisfy up to the Company’s maximum statutory withholding requirements upon the grant, exercise, vesting or payment of an Award from Shares that otherwise would have been delivered to a Participant. The Committee may, subject to any terms and conditions that the Committee may adopt, permit a Participant to elect to pay all or a portion, up to the maximum statutory rate, of taxes by (a) having the Company withhold Shares otherwise to be delivered upon the grant, exercise, vesting or payment of an Award with a Fair Market Value equal to the amount of such taxes, (b) delivering to the Company Shares other than Shares issuable upon the grant, exercise, vesting or payment of an Award with a Fair Market Value equal to the amount of such taxes or (c) paying cash, in each case, in a manner limited so as to avoid adverse accounting treatment for the Company; provided that, in the event Shares are withheld in connection with the vesting of an Award of Restricted Stock, such withheld Shares shall be immediately canceled by the Company and shall not constitute treasury shares. Any such election must be made on or before the date that the amount of tax to be withheld is determined. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. If a Participant makes a disposition of Shares acquired upon the exercise of an Incentive Stock Option within the applicable disqualifying period, the Participant shall promptly notify the Company and the Company shall have the right to require the Participant to pay to the Company an amount sufficient to satisfy any tax withholding requirements. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares.

Section 10. General Provisions.

(a) No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(b) Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant.

(c) No Rights of Stockholders. Except with respect to Restricted Stock and (if applicable), Stock Awards or Other Stock-Based Awards constituting Shares, neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until the Shares have been issued. No Participant shall, with respect to any Award, make the election described in Section 83(b) of the Code without the prior written consent of the Company.

(d) No Limit on Other Compensation Plans or Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements.

(e) No Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, or a Director to be retained as a Director, nor will it affect in any way the right of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause or the Company and its stockholders with respect to the election, appointment or removal of directors. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement.

(f) Company Policies. All Awards granted under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company from

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time to time. The Company may require a Participant to forfeit, return or reimburse the Company all or a portion of an Award and any amounts paid thereunder pursuant to the terms of the such clawback or recoupment policies or as necessary or appropriate to comply with applicable laws, including Rule 10D-1 of the Exchange Act and the applicable New York Stock Exchange Listing Standards implementing such rule.

(g) Governing Law. The internal law, and not the law of conflicts, of the State of Delaware, shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award. In addition, it is the intent of the Company that the Plan and applicable Awards under the Plan comply with the applicable provisions of Section 422 of the Code. To the extent that any legal requirement of Section 16 of the Exchange Act or Section 422 of the Code ceases to be required under Section 16 of the Exchange Act or Section 422 of the Code, that Plan provision shall cease to apply.

(h) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(i) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(j) Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(k) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated.

(l) Compliance with Code Section 409A. The Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. All Award Agreements shall be construed and administered such that the Award either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, (I) payment, distribution or settlement, as applicable, shall only be made in a manner and upon an event permitted under Section 409A of the Code, (II) payment, distribution or settlement, as applicable, to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code, and (III) in no event shall a Participant, directly or indirectly, designate the calendar year in which a payment, distribution or settlement, as applicable, is made except in accordance with Section 409A of the Code. Notwithstanding anything in this Plan or an Award Agreement to the contrary, if a Participant is a “specified employee,” within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees, on the date of his or her “separation from service”, within the meaning of Section 409A of the Code, the distribution, payment or settlement, as applicable, of all of Participant’s Awards that are both (i) subject to Section 409A of the Code and (ii) distributable, payable or settleable, as appropriate, on account of a separation from service, shall be postponed for six months following the date of the Participant’s separation from service. If a distribution, payment or settlement, as applicable, is delayed pursuant to this paragraph, the distribution, payment or settlement, as applicable, shall be made within the 30-day period following the first business day of the seventh month following the Participant’s separation from service; provided that if the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. This distribution, payment or settlement, as applicable, shall include the

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cumulative amount of any amount that could not be paid or provided during such period. To the extent that any provision of the Plan or an Award Agreement would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the Plan or an Award to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed amended to the extent practicable to avoid adverse tax consequences under Section 409A of the Code for the Participant (including his or her beneficiaries). Notwithstanding any provision in this Plan to the contrary, neither the Company nor the Committee shall have any liability to any person in the event such Section 409A of the Code applies to any Award in a manner that results in adverse tax consequences for the Participant or any of his or her beneficiaries.

(m) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 11. Effective Date and Term of the Plan.

The Plan was approved on [●], 2023, and was adopted and become effective on [●], 2023. No Award may be granted under the Plan after [●], 2033.

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EX-10.5

Exhibit 10.5

[OUTDOOR PRODUCTS SPINCO INC.]

EMPLOYEE STOCK PURCHASE PLAN

(EFFECTIVE [●], 2023)

1. PURPOSE AND EFFECTIVE DATE

The [Outdoor Products Spinco Inc.] Employee Stock Purchase Plan (the “Plan”) is intended to offer eligible employees of the Company and its Participating Subsidiaries the opportunity to acquire a proprietary interest in the Company through the purchase of shares of Company Stock. The Plan is intended to comply with the terms of Code Section 423 and Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and shall be interpreted in a manner consistent with this intent. The Plan is effective [●], 2023, subject to stockholder approval (“Effective Date”).

2. DEFINITIONS

Where indicated by initial capital letters, the following terms shall have the following meanings:

(a) “Board” means the Board of Directors of the Company.

(b) “Code” means the Internal Revenue Code of 1986, as amended, or any subsequently enacted federal revenue law.

(c) “Committee” means the Compensation Committee of the Board; provided that, if any member of the Committee does not qualify as a non-employee director for purposes of Rule 16b-3, the remaining members of the Committee (but not less than two members) shall be constituted as a subcommittee of the Committee to act as the Committee for purposes of the Plan.

(d) “Company” means [Outdoor Products Spinco Inc.], a Delaware corporation, and any successor by merger, consolidation or otherwise.

(e) “Company Stock” means the Company’s common stock. In the event of a change in the capital structure of the Company (as provided in Section 11), the shares resulting from such change shall be deemed to be Company Stock within the meaning of the Plan.

(f) “Compensation” means base salary, wages, overtime pay, commissions, shift premium or shift differential pay, lump sum merit pay, vacation pay or paid time off (other than compensation during a paid leave of absence, such as short- or long-term sick pay or disability leave) actually taken and cash bonuses actually received by a Participant from the Company or a Participating Subsidiary as compensation for services while he or she is an Eligible Employee, determined before any elective salary reductions made pursuant to Code Sections 401(k), 125 and 132(f)(4) or to a non-qualified deferred compensation plan. All other forms of compensation, whether cash or non-cash, shall be excluded.

(g) “Custodian” means a financial institution or other corporate entity selected by the Company from time to time to act as custodian for the Plan and to maintain an Investment Account on behalf of Participants who have purchased shares of Company Stock under the Plan.

(h) “Eligible Employee” means any Employee of the Company or a Participating Subsidiary who meets the eligibility requirements of Sections 5 and 8.

(i) “Employee” means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such company. For purposes of the Plan and in accordance with Treasury Regulation Section 1.421-1(h)(2), the employment relationship shall be treated as

continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or Participating Subsidiary, as applicable. Where the period of leave exceeds three months, or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).

(j) “Enrollment Form” means the form filed by a Participant with the Committee (or its designee) authorizing payroll deductions. The Enrollment Form may be paper or electronic.

(k) “Fair Market Value” means the closing trading price of a share of Company Stock, as reported on the principal securities exchange on which such shares of Company Stock are traded on the applicable date, or, if the Common Stock was not quoted on such date, the closing trading price on the last day prior thereto on which the Company Stock was quoted.

(l) “Grant Date” means the last business day of each Offering Period on which shares of Common Stock are or could be traded on the principal securities exchange on which such shares of Company Stock are traded, unless the Committee determines that the Grant Date for an Offering Period shall be the first day of an Offering Period in accordance with Section 8.

(m) “Investment Account” means the account established to hold Company Stock purchased under the Plan pursuant to Section 7 on behalf of a Participant and maintained with the Custodian.

(n) “Investment Date” means the last business day of each Offering Period, as determined by the Committee, on which shares of Company Stock are or could be traded on the principal securities exchange on which such shares of Company Stock are traded.

(o) “Offering Period” means each period of time during which shares of Common Stock are offered to Participants for purchase at a specified Purchase Price on a specified Investment Date. Unless otherwise determined by the Committee, a new Offering Period shall commence on the first day of January, April, July and October of each calendar year.

(p) “Participant” means an Eligible Employee who elects to participate in the Plan by filing an Enrollment Form pursuant to Section 6.

(q) “Participating Subsidiary” means a Subsidiary to which participation in the Plan has been extended.

(r) “Payroll Deduction Account” means the account established to hold payroll deductions pursuant to Section 6 on behalf of a Participant.

(s) “Plan” means the “[Outdoor Products Spinco Inc.] Employee Stock Purchase Plan,” as set forth herein and as amended from time to time.

(t) “Purchase Price” means a percentage of the Fair Market Value of a share of Company Stock on the Investment Date. The percentage shall be no more than 95% unless the Committee, in its sole discretion, increases the percentage at any time. Any increase or decrease (but not below 95%) in the percentage shall be communicated to Eligible Employees before the first day of the Offering Period that is affected by the change.

(u) “Subsidiary” means any present or future U.S. corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, as of an Investment Date, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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3. SHARES RESERVED FOR THE PLAN; CERTAIN PROVISIONS RELATING TO COMMON STOCK

Subject to adjustment upon changes in capitalization of the Company as provided in Section 11 of the Plan, the maximum number of shares reserved for the Plan will be the sum of (i) [●] shares of Company Stock and (ii) an annual increase on the first day of each fiscal year beginning with (and including) April 1, 2024, and ending with (and including) April 1, 2033, in an amount equal to the lesser of (x) 5% of the outstanding shares of all classes of Company Stock on the last day of the immediately preceding fiscal year and (y) an amount determined by the Committee; provided, however, that in no event shall more than [●] shares of Company Stock be issued under the Plan.

If any option granted under the Plan terminates without having been exercised in full, the shares of Company Stock not purchased under such option will remain available for issuance under the Plan.

4. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have the authority to take any and all actions (including directing the Custodian as to the acquisition of shares) necessary to implement the Plan and to construe and interpret the Plan, to prescribe, amend, modify and rescind rules and regulations relating to it, and to make all other determinations necessary or advisable in administering the Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency or ambiguity in the Plan. In the event the Committee exercises its authority to change the Grant Date to the first business day of the Offering Period, the Committee must establish a maximum number of shares that may be purchased by each Participant in accordance with Treasury Regulation Section 1.423-2(h)(3). Such maximum may be the same as or different than the limit set forth in Section 8, provided that any limit applies equally to all Participants. All such determinations shall be final and binding upon all persons.

A quorum of the Committee shall consist of a majority of its members and the Committee may act by vote of a majority of its members at a meeting at which a quorum is present, or without a meeting by a written consent to their action taken signed by all members of the Committee. The Committee may request advice or assistance or employ such other persons as are necessary for proper administration of the Plan. The Committee may delegate administration of the Plan to one or more employees or positions of the Company or any Subsidiary. All rules and determinations by the Committee or its delegate in the administration of the Plan shall be uniformly and consistently applied to all persons in similar circumstances.

5. ELIGIBILITY

(a) Eligible Employees. Unless the Committee determines otherwise in a manner consistent with Code Section 423, an Employee is an Eligible Employee if the Employee (i) has been employed by an Employer for at least one year and (ii) is customarily employed for at least 20 hours per week.

Employees who meet the foregoing and are not otherwise excluded as of the first day of the Offering Period may participate in an Offering Period.

(b) Excluded Employees. Notwithstanding the foregoing, the following individuals shall not be eligible to participate in the Plan: (i) any director of the Company or of any Subsidiary who is not an Employee, (ii) any independent contractor who is not an Employee, and (iii) any Employee who is a citizen or resident of a foreign jurisdiction and such jurisdiction would prohibit a grant of an option under the Plan or compliance with such jurisdiction would cause the Plan to violate the requirements of Code Section 423.

Notwithstanding the foregoing, in the event of an acquisition by the Company or one or more of its Subsidiaries of the business of a person or entity, whether by asset purchase, stock purchase, merger or otherwise, the Chief Human Resources Officer or the Head of Human Resources of the Company shall have sole discretion (without the consent of any Participant) to modify the eligibility and participation requirements of the

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Plan as they relate to those employees of the acquired person or entity who become employees of the Company or its Subsidiaries; provided, however, any such modification which requires stockholder approval under the Code shall not be made without such stockholder approval. Such authority shall continue regardless of further changes in title and shall be passed on to his or her respective successor of his or her roles and responsibilities regardless of changes in title.

6. ELECTION TO PARTICIPATE

(a) Enrollment. An Eligible Employee may elect to participate and become a Participant in the Plan as of the first day of any Offering Period by completing an Enrollment Form and timely filing such Enrollment Form by the deadline and in accordance with the enrollment procedures established by the Committee or its delegate, in its discretion, which deadline and procedures shall be applied uniformly to all Eligible Employees. If the Enrollment Form is not completed and timely filed by the established deadline, then such Employee shall be eligible to participate in the Plan as of the first day of the next Offering Period that begins following the receipt by the Committee of a completed Enrollment Form. Participation in the Plan is also subject to the provisions of Section 8. All Eligible Employees shall have the same rights and privileges within the meaning of Code Section 423(b)(5).

(b) Payroll Deductions. By completing and timely filing an Enrollment Form in accordance with the foregoing, the Participant shall authorize specified regular payroll deductions from his or her Compensation. The Committee, in its discretion, shall establish the minimum and maximum Compensation, expressed either as a percentage or in a flat dollar amount, that a Participant may elect to contribute, provided such limits are applied uniformly to all Participants. Payroll deductions shall begin on the first payroll date following the beginning of the Offering Period and end on the last payroll date on or before the Investment Date. All regular payroll deductions shall be credited to the Payroll Deduction Account that the Company has established in the name and, on behalf, of the Participant. The Company shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or segregated account. Unless expressly permitted by the Committee, a Participant may not make any separate contributions or payments to the Plan.

(c) Election Changes. During an Offering Period, a Participant may not increase or decrease his or her payroll deduction, but may request to withdraw from an Offering Period in accordance with Section 12.

7. SHARE PURCHASE

(a) Share Purchase. Each Participant having eligible funds in his or her Payroll Deduction Account on an Investment Date shall be deemed, without any further action, to have purchased the number of shares of Company Stock (but not fractional shares unless otherwise determined by the Committee) which the eligible funds in his or her Payroll Deduction Account could purchase on that Investment Date at that Purchase Price.

The Custodian shall acquire shares of Company Stock for Participants as of each Investment Date from the Company or, if directed by the Committee, by purchases on the open market or in private transactions using total payroll deduction amounts received by the Custodian. If shares of Company Stock are purchased in one or more transactions on the open market or in private transactions at the direction of the Committee, the Company will pay the Custodian the difference between the Purchase Price and the price at which such shares are purchased for Participants.

All shares purchased shall be maintained by the Custodian in a separate Investment Account for each Participant. All cash dividends paid with respect to shares of the Company Stock held in the Investment Account shall be added to a Participant’s Payroll Deduction Account and shall be used to purchase shares of Company Stock for the Participant’s Investment Account. Expenses incurred in the purchase of such shares shall be paid by the Company.

(b) Transfer of Shares; Stockholder Rights. As soon as reasonably practicable after each Investment Date, the Company will arrange for the delivery of shares of Company Stock purchased on a Participant’s behalf to be

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credited to the Participant’s Investment Account. The Committee may require that the shares of Company Stock be retained with the Custodian for a specified period of time. Participants will not have any voting, dividend or other rights of a stockholder with respect to the shares of Company Stock until such shares have been delivered pursuant to this Section.

(c) Dividends. All dividends distributed in-kind with inspect to Company Stock held in the Investment Account shall be added to the shares held for a Participant in his or her Investment Account. Any distribution of shares with respect to shares of Company Stock held for a Participant in his or her Investment Account shall be added to the shares of Company Stock held for a Participant in his or her Investment Account.

8. LIMITATION ON PURCHASES

In the event the Grant Date is determined to be the first business day of an Offering Period and unless the Committee determines another limit, no Eligible Employee shall be permitted to purchase more than the number of shares of Company Stock during any offering period equal to the quotient of $6,250 and the Fair Market Value of a share of Company Stock on the first trading day of the Offering Period. No Eligible Employee may be granted options during any one calendar year which permit his or her rights to purchase shares of Company Stock under all Code Section 423 employee stock purchase plans of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock determined on the Grant Date, which limit shall be interpreted to comply with Code Section 423(b)(8).

A Participant’s Payroll Deduction Account may not be used to purchase Company Stock on any Investment Date to the extent that, after such purchase, the Participant would own (or be considered as owning within the meaning of Code Section 424(d)) stock possessing 5% or more of the total combined voting power of the Company or its parent or Subsidiary. For this purpose, stock which the Participant may purchase under any outstanding option (whether or not exercisable) shall be treated as owned by such Participant. As of the first Investment Date on which this paragraph limits a Participant’s ability to purchase Company Stock, the employee shall cease to be a Participant.

For purposes of the foregoing, “parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, as of an Investment Date, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

9. RIGHT TO SELL COMPANY STOCK

A Participant shall have the right at any time to obtain a certificate (if the Company Stock is certificated) for the shares of Company Stock credited to his or her Investment Account. A Participant shall have the right at any time to direct that any shares of Company Stock in his or her Investment Account be sold and that the proceeds, less expenses of sale, be remitted to him or her.

When a Participant ceases to be a Participant, the Participant may elect to have his or her shares sold by the Custodian and the proceeds, after selling expenses, plus any other cash held in his or her Investment Account, remitted to him or her or the Participant may elect to have a certificate (if the Company Stock is certificated) for the shares of Company Stock credited to the Participant’s Investment Account forwarded to him or her.

Notwithstanding the foregoing, any such sale of shares of Company Stock must comply with applicable Company policy, including without limitation the Company’s Insider Trading Policy.

10. RIGHTS NOT TRANSFERABLE

Rights under the Plan are not transferable by a Participant, except by will or by the laws of descent and distribution. Rights under the Plan are exercisable during a Participant’s lifetime only by him or her, pursuant to Section 7.

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11. CHANGE IN CAPITAL STRUCTURE

In the event of a stock dividend, spinoff, stock split or combination of shares, recapitalization or merger in which the Company is the surviving corporation or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to stockholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be subject to the Plan, the maximum number of shares or securities which may be delivered under the Plan, the selling price and other relevant provisions shall be appropriately adjusted by the Committee, whose determination shall be binding on all persons.

If the Company is a party to a consolidation or a merger in which the Company is not the surviving corporation, a transaction that results in the acquisition of substantially all of the Company’s outstanding stock by a single person or entity, or a sale or transfer of substantially all of the Company’s assets, the Committee may take such actions with respect to the Plan as the Committee deems appropriate.

Notwithstanding anything in the Plan to the contrary, the Committee may take the foregoing actions without the consent of any Participant, and the Committee’s determination shall be conclusive and binding on all persons for all purposes.

12. WITHDRAWAL

(a) Withdrawal Procedure. Subject to Section 14, a Participant may withdraw from an Offering Period at any time by filing with the Committee a revised Enrollment Form; provided, however, that such Form is received more than 15 days prior to the end of the Offering Period. If a Participant ceases his or her participation during an Offering Period, then he or she will receive a refund of any payroll deductions credited to his or her Payroll Deduction Account for such Offering Period, which refund will be made as soon as administratively practicable. Any such cessation shall be effective as of the payroll period following the date of the Participant’s request to cease participation, or as soon as administratively practicable thereafter.

(b) Effect on Later Offering Periods. A Participant’s election to withdraw from an Offering Period will not have any effect on his or her eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws. An Eligible Employee who has ceased to be a Participant for an Offering Period may not again resume participation in the Plan until such Eligible Employee complies with Section 6.

13. TERMINATION OF EMPLOYMENT; CHANGE IN EMPLOYMENT STATUS

Notwithstanding any provision in the Plan to the contrary, in the event of a Participant’s termination for any reason, including death, disability or retirement, or a change in the Participant’s employment status upon which the Participant is no longer an Eligible Employee, all payroll deductions shall cease effective with such event and the amount in his or her Payroll Deduction Account shall be refunded to him or her. Certificates (if the Company Stock is certificated) will be issued for full shares of Company Stock held in his or her Investment Account if elected with the Custodian and pursuant to the rules of the Custodian. If a Participant elects to have his or her shares sold, he or she will receive the proceeds of the sale, less selling expenses. In the event of his or her death, the amount, if any, in his or her Payroll Deduction Account shall be paid to his or her beneficiary (or if none, to his or her estate), and any shares of Company Stock in his or her Investment Account shall be delivered to any beneficiary he or she has properly designated in forms filed with the Custodian, and if no such designation is on file with the Custodian, then such shares of Company Stock shall be delivered to his or her estate.

14. DESIGNATION OF BENEFICIARY

A Participant may file, on forms supplied by the Committee, a written designation of beneficiary who is to receive the Participant’s Investment Account upon the Participant’s death.

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15. AMENDMENT OF THE PLAN

The Board of Directors may at any time, or from time to time, amend the Plan in any respect; provided, however, that the stockholders of the Company must approve any amendment that would increase the number of securities that may be issued under the Plan (other than an increase solely to reflect a change in capitalization such as a stock dividend or stock split pursuant to Section 11).

16. TERMINATION OF THE PLAN

The Plan and all rights of employees hereunder shall terminate at the discretion of the Board of Directors. Upon termination of the Plan, all amounts in an employee’s Payroll Deduction Account that are not used to purchase Company Stock will be refunded.

17. INDEMNIFICATION OF COMMITTEE

Service on the Committee shall constitute service as a director of the Company so that members of the Committee shall be entitled to such indemnification and reimbursement as directors of the Company as provided in its Articles of Incorporation and/or Bylaws.

18. GENERAL PROVISIONS

(a) Governing Law. The Plan shall be construed and administered in accordance with the laws of the State of Delaware.

(b) Government and Other Regulations. The Plan, and the grant and exercise of the rights to purchase shares hereunder, and the Company’s obligation to sell and deliver shares upon the exercise of rights to purchase shares, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or government agency as may, in the opinion of counsel for the Company, be required.

(c) Legends. In its sole and complete discretion, the Committee may elect to legend certificates representing Company Stock sold under the Plan to make appropriate references to the restrictions imposed on such Company Stock.

(d) No Right to Continued Employment. Neither the Plan nor participation in any Offering Period confer on any Eligible Employee or Participant the right to continue as an Employee or in any other capacity.

(e) Withholdings. To the extent required by applicable Federal, state or local law, the Company may withhold any amounts necessary to satisfy any required tax obligations, which may be satisfied by withholding from other compensation payable to a Participant.

(f) Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns.

(g) Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within 12 months before or after the date the Plan is adopted by the Board.

(h) Severability. If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.

(i) Headings. The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan.

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EX-10.6

Exhibit 10.6

[Outdoor Products Spinco Inc.] Income Security Plan

ARTICLE I

PURPOSE AND TERM

Section 1.01. Purpose. The purpose of this Income Security Plan (this “Plan”) is to provide income security protection to certain executives of the Company in order to (a) ensure that such executives make good corporate decisions with respect to a possible Change in Control of the Company, even if such a Change in Control may have adverse personal consequences (such as the loss of the executive’s employment with the Company), (b) maximize stockholder value by keeping such executives engaged during periods of uncertainty relating to a possible Change in Control, and (c) provide such executives with the ability to transition to new employment if their employment with the Company is terminated as a result of a Change in Control.

Section 1.02. Type of Plan. This Plan is a severance pay plan maintained primarily for the benefit of a select group of management or highly compensated individuals within the meaning of ERISA. This Plan will be administered and interpreted (a) in a manner consistent with such intent and (b) in accordance with Section 409A of the Code and other applicable tax laws and regulations. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or Affiliates will be obligated, directly or indirectly, to any Participant for any taxes that may be imposed on such Participant (i) on account of any amounts due or paid under this Plan or (ii) on account of any failure to comply with any provision of the Code.

Section 1.03. Term; Effect of Change in Control.

(a) This Plan is effective on [●], 2023, (the “Effective Date”) and will continue in effect until this Plan is terminated by the Administrator. The Administrator may terminate this Plan at any time. If a notice terminating this Plan is properly delivered by the Administrator, this Plan, along with all corresponding rights, duties and covenants, will immediately terminate; provided, however, that in the event a Change in Control occurs within 12 months after receipt of such notice, such termination of this Plan will be deemed null and void, and the participation of the Participants in this Plan will not be affected by such notice (unless such termination of this Plan or participation by any Participant herein is required by the terms of any final order or a federal or state court or regulatory agency of competent jurisdiction).

(b) Notwithstanding Section 1.03(a), in the event that a Change in Control occurs during the term of this Plan, the Administrator may not terminate this Plan during the period beginning on the date of such Change in Control through the second anniversary date of the Change in Control. This Plan will thereafter automatically terminate with respect to any Participant who has not experienced a Qualifying Termination prior to such second anniversary.

Capitalized terms used but not otherwise defined in this Article I have the meanings set forth in Article II.

ARTICLE II

DEFINITIONS

“Accountants” has the meaning set forth in Section 6.03.

“Administrator” means the Board or any committee thereof duly authorized by the Board to administer this Plan. The Board may at any time administer this Plan, in whole or in part, notwithstanding that the Board has previously appointed a committee to act as the Administrator.

“Affiliate” means (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company, (ii) any entity that, directly or indirectly though one or more intermediaries, has control over the Company and (iii) any entity in which the Company has a significant equity interest, in each case as determined by the Administrator.

“Anticipatory Period” has the meaning set forth in Section 4.02(b).

“Anticipatory Qualifying Termination” means the termination of a Participant’s employment by the Company without Cause (but not due to the Participant’s death or Disability) or by the Participant for Good Reason, in either case, within 12 months following a Change Event but prior to a Change in Control that occurs during the term of this Plan.

“Applicable Severance Multiplier” means:

(a) two (2) for any Participant who is a Section 16 Officer; and

(b) one and one-half (1.5) for any Participant other than a Section 16 Officer.

“Board” means the Board of Directors of the Company, as constituted from time to time.

“Cause” means the occurrence of any of the following:

(a) the Participant wilfully and continually fails to substantially perform his or her duties of employment (other than because of a mental or physical impairment) for a period of at least 30 days after being given notice of such failure;

(b) the Participant (i) engages in any act of dishonesty, wrongdoing or moral turpitude (whether or not a felony) or (ii) violates the Company’s code of conduct or a Company policy, which violation has an adverse effect upon the Company; or

(c) the Participant breaches his or her duty of loyalty or commits an unauthorized disclosure of proprietary or confidential information of the Company.

For purposes of this definition, no act or failure to act on the part of the Participant shall be considered “wilful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company.

“Change Event” means the occurrence of any of the following events:

(a) the acquisition by any Person, corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act) (a “Group”) (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the securities eligible to vote for the election of the Board (“Company Voting Securities”)) of Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule thereunder), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not constitute a Change Event: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization (as defined below) or Sale (as defined below) that does not constitute a Change in Control; or

(b) the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer or other unsolicited proposal.

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“Change in Control” means the occurrence of any of the following events:

(a) during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of, or in connection with, (i) an actual or threatened proxy contest with respect to the election or removal of Incumbent Directors, (ii) an actual or threatened solicitation of proxies or consents by or on behalf of any Person or Persons (whether or not acting in concert) other than the Board or (iii) an agreement with any Person or Persons (whether or not acting in concert) to avoid or settle any such contest or solicitation;

(b) the consummation of (i) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its subsidiaries, but in the case of this clause (y) only if Company Voting Securities are issued or issuable (each of the events referred to in this clause (i) being hereinafter referred to as a “Reorganization”) or (ii) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “Sale”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (A) all or substantially all the Persons who were the beneficial owners of the Company Voting Securities outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “Continuing Company”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (B) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (C) at least 50% of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;

(c) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (b) above that does not otherwise constitute a Change in Control;

(d) any Person, corporation or other entity or Group (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (d), the following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant

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to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change in Control for purposes of subparagraph (b) above; or

(e) any other circumstances that the Board determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then presented and the purposes of this Plan. Any such determination made by the Board will be irrevocable except by a vote of a majority of the members of the Board who voted in favor of making such determination.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

“Company” means [Outdoor Products Spinco Inc.], a Delaware corporation, and any successor thereto.

“Company Plans” has the meaning set forth in Section 9.14(b).

“Conditional Awards” has the meaning set forth in Section 4.02(b).

“Covered Payments” has the meaning set forth in Section 6.01.

“Covered Period” means the period of time beginning on the occurrence of a Change in Control and lasting through the second anniversary of the occurrence of such Change in Control; provided that the Covered Period shall also include the 12-month period following a Change Event if a Change in Control occurs during such 12-month period.

“Disability” will have the meaning given to such term in the Company’s governing long-term disability plan or, if no such plan exists, such term will mean total and permanent disability as determined under the rules of the Social Security Administration.

“Effective Date” has the meaning set forth in Article I.

“Eligible Employee” means any full-time employee of the Company or any of its subsidiaries who is a Section 16 Officer and any other full-time employee of the Company or any of its subsidiaries who is recommended by the chief executive officer of the Company to the Administrator to be a key employee who should be eligible to participate in this Plan. Eligible Employees shall be limited to a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 404 of ERISA and who are not otherwise party to an individual agreement with the Company or any of its subsidiaries that provides for payments and benefits in connection with a certain terminations of employment within a specified period following or preceding a Change in Control.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Excise Tax” has the meaning set forth in Section 6.01.

“Good Reason” means, without the Participant’s express written consent, the occurrence of any one or more of the following:

(a) a material reduction of the Participant’s authorities, duties or responsibilities as in effect immediately prior to the Change in Control (in the case of a Qualifying Termination) or the Change Event (in the case of an Anticipatory Qualifying Termination);

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(b) a material reduction in the Participant’s annual base salary in effect immediately prior to the Change in Control (in the case of a Qualifying Termination) or the Change Event (in the case of an Anticipatory Qualifying Termination) other than a general reduction in base salary that affects all similarly situated executives in substantially the same proportions;

(c) the failure of the Company to continue in effect, or the failure to continue the Participant’s participation on substantially the same basis in, any annual incentive plan, long-term cash incentive plan or equity compensation plan in which the Participant participates immediately prior to the Change in Control (in the case of a Qualifying Termination) or the Change Event (in the case of an Anticipatory Qualifying Termination), which results in a material reduction in the Participant’s total compensation;

(d) a relocation of the Participant’s principal place of employment by more than 50 miles from the Participant’s principal job location immediately prior to the Change in Control (in the case of a Qualifying Termination) or the Change Event (in the case of an Anticipatory Qualifying Termination); or

(e) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform the obligations under this Plan in the same manner and to the same extent that the Company would be required to perform, except where such assumption occurs by operation of law.

Good Reason shall not exist until and unless the Participant has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 90 days of the initial existence of such grounds and the Company has had 30 days from the date on which such notice is provided to cure such circumstances, if curable (the “Cure Period”). If the Participant does not terminate his or her employment for Good Reason within a reasonable period of time, not to exceed three months after the end of the Cure Period, then the Participant will be deemed to have waived his or her right to terminate for Good Reason with respect to such grounds.

“Non-CIC Severance Benefits” means any severance payments or benefits a Participant may become entitled to receive pursuant to any other Company plan, agreement or arrangement in the event of an Anticipatory Qualifying Termination.

“Parachute Payments” has the meaning set forth in Section 6.01.

“Participant” has the meaning set forth in Section 3.01.

“Person” has the meaning ascribed to it in Section 13(d)(3) of the Exchange Act.

“Plan” means this [Outdoor Products Spinco Inc.] Income Security Plan, as may be amended and/or restated from time to time.

“PPACA” has the meaning set forth in Section 4.01(d).

“Qualifying Termination” means the termination of a Participant’s employment during the period beginning on the occurrence of a Change in Control and ending on the second anniversary of such Change in Control that occurs during the term of this Plan either:

(a) by the Company without Cause (but not due to the Participant’s death or Disability); or

(b) by the Participant for Good Reason.

“Reduced Amount” has the meaning set forth in Section 6.01(a).

“Release” has the meaning set forth in Section 5.01(b).

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“Severance Benefits” has the meaning set forth in Section 4.01.

“Section 16 Officer” means any executive officer of the Company required to file reports of beneficial ownership with the Securities and Exchange Commission pursuant to Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.

“Section 409A” has the meaning set forth in Section 9.14(a).

“Unpaid Compensation” has the meaning set forth in Section 4.01(a).

ARTICLE III

PARTICIPATION

Section 3.01. Participants. The Administrator shall designate, on an annual basis, each Eligible Employee chosen by the Administrator to participate in this Plan, which, for the avoidance of doubt, shall include the Company’s Section 16 Officers in any given year, subject, for the avoidance of doubt, to such Section 16 Officer being an Eligible Employee (each, a “Participant”). Appendix A of this Plan, as it may be updated from time to time by the Administrator, shall at all times contain a current list of Participants.

Section 3.02. Removal. The Administrator may remove a Participant from participating in this Plan and/or reduce a Participant’s Applicable Severance Multiplier by providing at least 90 days’ advance written notice to the Participant; provided that no such removal or reduction will be effective if made during the Covered Period.

ARTICLE IV

SEVERANCE BENEFITS

Section 4.01. Qualifying Termination. In the event a Participant experiences a Qualifying Termination, subject to Article V, the Participant shall be entitled to receive the following (collectively, along with all payments and benefits provided for in this Article IV, referred to herein as the “Severance Benefits”):

(a) accrued amounts, consisting of (i) any unpaid base salary, accrued vacation pay and unreimbursed business expenses owed to such Participant through the date of such Qualifying Termination and (ii) any amounts earned by such Participant under any Company annual or long-term incentive plan for any completed performance period, to the extent not previously paid (clauses (i) and (ii), the “Unpaid Compensation”), payable in a lump-sum no later than the 30th calendar day following such Qualifying Termination; provided, however, that notwithstanding the foregoing, payment of the Unpaid Compensation will not be subject to execution of a Release;

(b) a lump-sum cash payment on the 60th calendar day following such Qualifying Termination equal to the product of the Participant’s Applicable Severance Multiplier and the sum of (i) the Participant’s annual base salary computed at the Participant’s highest rate of annual base salary in effect during the six-month period immediately preceding such Qualifying Termination, and (ii) the Participant’s target annual cash bonus for the fiscal year in which such Qualifying Termination occurs;

(c) a lump-sum cash payment on the 60th calendar day following such Qualifying Termination equal to the product of (i) either (A) the target annual cash bonus for the fiscal year in which such Qualifying Termination occurs, if such Qualifying Termination occurs during the first three quarters of such fiscal year, or (B) the greater of the target annual cash bonus for the fiscal year in which such Qualifying Termination occurs and the annual cash bonus that the Participant would have earned for the entire fiscal year in which such Qualifying Termination occurs determined based on projected actual performance for such year, as determined by the Administrator in its sole discretion at the time of such Qualifying Termination, if such Qualifying Termination occurs during the last quarter of such fiscal year; and (ii) a fraction, the numerator of which is the number of days the Participant was employed by the Company during the fiscal year in which such Qualifying Termination occurs and the denominator of which is the total number of days in such fiscal year;

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(d) accelerated vesting of any outstanding long-term incentive awards (whether in the form of equity or cash), with any performance-based awards deemed earned at target level. Any long-term incentive awards that vest pursuant to this Section 4.01(d) shall be settled on the 60th calendar day following the occurrence of such Qualifying Termination; and

(e) in the event that, upon such Qualifying Termination, a Participant elects to receive health and dental continuation coverage under COBRA, the Company shall pay the cost of such COBRA continuation coverage for 18 months following such Qualifying Termination in an amount equal to the excess, if any, of the cost of such COBRA continuation coverage over the cost payable for health and dental benefits by active employees of the Company (such excess, the “COBRA Amount”); provided that the Company’s obligations pursuant to this Section 4.01(e) shall cease upon a Participant’s becoming eligible for substantially equivalent health and dental coverage from a subsequent employer. Notwithstanding anything in this Plan to the contrary, if the COBRA continuation coverage provided in this Section 4.01(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the “PPACA”), the Company shall reform this Section 4.01(e) in a manner as is necessary to comply with the PPACA.

Section 4.02. Anticipatory Qualifying Termination. Upon an Anticipatory Qualifying Termination no more than six months prior to a Change in Control, subject to Article V and the occurrence of such Change in Control, in addition to any Non-CIC Severance Benefits the Participant shall be entitled to:

(a) a lump-sum cash payment on the 60th calendar day following the Change in Control in an aggregate amount equal to the excess, if any, of (i) the amounts payable to the Participant pursuant to Section 4.01(b) and Section 4.01(c) over (ii) any cash Non-CIC Severance Benefits payable to the Participant that are based on or related to the Participant’s base salary and annual cash bonus;

(b) accelerated vesting of any Conditional Awards, with any performance-based awards deemed earned at target level. Notwithstanding anything in this Plan or any other Company plan, agreement or arrangement to the contrary, (i) any long-term incentive awards (whether in the form of equity or cash) that, pursuant to their terms or pursuant to any Company plan, agreement or arrangement applicable to the Participant, would otherwise have been forfeited as of such Anticipatory Qualifying Termination shall not be forfeited and, instead, shall be subject to the provisions of this Section 4.02 (such awards, the “Conditional Awards”), (ii) during the period from the date of such Anticipatory Qualifying Termination to the six-month anniversary of such date (such period, the “Anticipatory Period”), the Conditional Awards shall not be capable of vesting or becoming exercisable, if applicable, other than upon the occurrence of a Change in Control and (iii) if a Change in Control does not occur prior to the expiration of the Anticipatory Period then, upon expiration of the Anticipatory Period, the Conditional Awards shall automatically terminate and be forfeited. Any Conditional Awards that are long-term incentive awards that vest pursuant to this Section 4.02(b) shall be settled on the 60th calendar day following the occurrence of the Change in Control;

(c) in the event that, upon such Anticipatory Qualifying Termination, a Participant elects to receive health and dental continuation coverage under COBRA, the Company shall (i) provide the Participant with a lump-sum cash payment on the 60th calendar day following the Change in Control equal to the COBRA Amount in respect of the period from the date of such Anticipatory Qualifying Termination to the occurrence of the Change in Control and (ii) pay the COBRA Amount from the date of the Change in Control until the 18-month anniversary of such Anticipatory Qualifying Termination; provided that the Company’s obligations pursuant to this Section 4.02(c) shall cease upon the Participant’s becoming eligible for substantially equivalent health and dental coverage from a subsequent employer. Notwithstanding anything in this Plan to the contrary, if the COBRA continuation coverage provided in this Section 4.02(c) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties under the PPACA, the Company shall reform this Section 4.02(c), as applicable, in a manner as is necessary to comply with the PPACA; and

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(d) any Unpaid Compensation through the date of such Anticipatory Qualifying Termination, payable in a lump-sum no later than the 30th calendar day following such Anticipatory Qualifying Termination; provided, however, that notwithstanding the foregoing, payment of the Unpaid Compensation will not be subject to execution of a Release as set forth in Section 5.01(b).

For the avoidance of doubt, if the Participant is entitled to the payments and benefits under this Section 4.02, the Participant shall not be entitled to any payments or benefits under Section 4.01.

Section 4.03. Termination due to Disability or Death. If a Participant’s employment with the Company is terminated due to Disability or death during the Covered Period and the term of this Plan, the Company will pay any Unpaid Compensation through the date of such termination to the Participant or his or her designated beneficiaries (or, if there are no such designated beneficiaries, to the Participant’s estate), respectively. The payment of any other amounts or benefits to the Participant or his or her beneficiaries or estate will be determined in accordance with any compensation or benefit plans and programs of the Company then in effect at the time such payments are due. The Company will have no further obligations to such Participant under this Plan.

Section 4.04. Termination for Cause or by the Participant without Good Reason. If a Participant’s employment with the Company is terminated during the Covered Period and the term of this Plan either by the Company for Cause or voluntarily by such Participant without Good Reason, the Company will pay the Participant any Unpaid Compensation through the date of such termination. The payment of any other amounts to the Participant will be determined in accordance with any compensation or benefit plans and programs of the Company then in effect at the time such payments are due. The Company will have no further obligations to such Participant under this Plan.

Section 4.05. Notice of Termination. Any termination of a Participant’s employment by the Company for Cause or by the Participant for Good Reason will be communicated by written notice indicating the specific provision in this Plan relied upon for the termination of employment of any Participant in accordance with the provisions of this Plan. Such notice will set forth in reasonable detail the facts and circumstances claimed to provide the basis for such termination pursuant to such provision and will be delivered to such Participant or the Administrator, as the case may be.

ARTICLE V

CONDITIONS

Section 5.01. Conditions. A Participant’s entitlement to any severance benefits under Article IV will be subject to:

(a) the Participant having a Qualifying Termination or an Anticipatory Qualifying Termination, as applicable, and the occurrence of a Change in Control; and

(b) the Participant executing a release of claims in favor of the Company, its Affiliates and their respective officers and directors (the “Release”) and such Release becoming effective and irrevocable no later than 55 calendar days following the Participant’s Qualifying Termination or, in the case of an Anticipatory Qualifying Termination, the Change in Control; provided that, for the avoidance of doubt, payment of any Unpaid Compensation will not be subject to execution of a Release.

In the event that the Release is not executed, or is revoked, on or prior to the 55th calendar day after the Qualifying Termination or the Change in Control, as applicable, the Participant will forfeit all entitlement to the severance amounts described in this Plan (other than, for the avoidance of doubt, the Unpaid Compensation). All references to a Release in this Plan shall mean a release substantially in the form attached as Appendix B.

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Section 5.02. Restrictive Covenants. The Company’s obligation to provide the severance benefits under Article IV to a Participant will be conditioned on the Participant’s continuing compliance with the confidentiality, non-disparagement, non-competition and non-solicitation covenants set forth in the Release.

ARTICLE VI

SECTION 280G

Section 6.01. Reduction. Notwithstanding any other provision of this Plan or any other plan, agreement or arrangement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its Affiliates to a Participant or for a Participant’s benefit pursuant to the terms of this Plan or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Article VI, be subject to the excise tax imposed under Section 4999 of the Code or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either:

(a) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”); or

(b) payable in full if the Participant’s receipt on a net after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the Participant receiving an amount greater than the Reduced Amount.

Section 6.02. Order of Reduction. In the event of a reduction of benefits under this Article VI, the Covered Payments shall be reduced in the order that results in the greatest economic benefit to the Participant in a manner that would not result in subjecting the Participant to additional taxation under Section 409A of the Code.

Section 6.03. Determinations. Any determination required under this Article VI shall be made in writing in good faith by a nationally recognized accounting firm selected by the Company (the “Accountants”). For purposes of making the calculations required by this Article VI, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably require in order to make a determination under this Article VI. The Accountants’ determinations shall be final and binding on the Company and the Participant. The Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Article VI.

Section 6.04. No Gross-Up. For the avoidance of doubt, in no event shall the Participant be entitled under this Plan to a gross up from the Company to cover any Excise Tax to which he or she may be subject.

ARTICLE VII

CLAIMS PROCEDURES

Section 7.01. Original Claim. Any Participant, former Participant, or beneficiary of such Participant or former Participant, if he or she so desires, may file with the Administrator a written claim for Severance Benefits under this Plan. Within 90 days after the filing of such a claim, the Administrator will notify the claimant in writing whether the claim is upheld or denied (in whole or in part), or will furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than 180 days from the date the claim was filed) to reach a decision on the claim. If the claim is denied in whole or in part, the Administrator will state in writing:

(a) the specific reason or reasons for the denial of the Participant’s claim;

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(b) references to the specific Plan provisions on which the denial of the Participant’s claim was based; and

(c) a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary.

Section 7.02. Review of Denied Claims. Within 60 days after receipt of notice that the claim has been denied in whole or in part, the claimant may file with the Administrator a written request for a review and may, in conjunction therewith, submit written issues and comments. Within 60 days after the filing of such a request for review, the Administrator shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than 120 days from the date the request for review was filed) to reach a decision on the request for review.

Section 7.03. General Rules. The following general rules will apply to all claims for Severance Benefits:

(a) no inquiry or question from a Participant regarding Severance Benefits will be deemed to be a claim or request for review of a denied claim, unless made in accordance with the procedures described in Section 7.01. The Administrator may require that any claim for benefits be filed on forms to be furnished to the claimant upon request;

(b) all decisions on claims and requests for review of denied claims will be made by the Administrator;

(c) the Administrator may, in its discretion, hold one or more hearings on a claim or request for review of a denied claim;

(d) a claimant may be represented by a lawyer or other representative (at the claimant’s own expense), but the Administrator reserves the right to require the claimant to furnish written notice that such lawyer or other representative is authorized to represent the claimant;

(e) the decision of the Administrator on a claim or request for review of a denied claim will be provided to the claimant in writing. If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim will be deemed to have been denied; and

(f) prior to filing a claim or request for review of a denied claim, the claimant or his or her lawyer or other representative will have a reasonable opportunity to review a copy of this Plan and all other pertinent documents in the possession of the Company.

Section 7.04. Legal Fees. The Company will pay all reasonable legal fees, costs of litigation, prejudgment interest and other expenses that are incurred in good faith by a Participant as a result of (a) the Company’s refusal to provide the Severance Benefits to which the Participant becomes entitled under this Plan, (b) the Company (or any third party) contesting the validity, enforceability or interpretation of this Plan or (c) any conflict between the Participant and the Company pertaining to this Plan; provided, however, that if a court determines that the Participant’s claims were brought without a reasonable belief in the merits of such claims, the Company will have no obligations under this Section 7.04.

ARTICLE VIII

ADMINISTRATION AND AMENDMENT

Section 8.01. Administration. The Administrator has the exclusive right, power and authority, in its sole and absolute discretion, to administer and interpret this Plan. The Administrator has all powers reasonably necessary to carry out its responsibilities under this Plan including (but not limited to) the sole and absolute discretionary authority to:

(a) administer this Plan according to its terms and to interpret Plan policies and procedures;

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(b) resolve and clarify inconsistencies, ambiguities and omissions in this Plan and among and between this Plan and other related documents;

(c) take all actions and make all decisions regarding questions of eligibility and entitlement to benefits, and benefit amounts;

(d) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan;

(e) process and approve or deny all claims for benefits; and

(f) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection with this Plan.

The decision of the Administrator on any disputes arising under this Plan, including (but not limited to) questions of construction, interpretation and administration shall be final, conclusive and binding on all persons having an interest in or under this Plan. Any determination made by the Administrator shall be given deference in the event the determination is subject to judicial review and shall be overturned by a court of law only if it is arbitrary and capricious.

Section 8.02. Amendment. Any provision of this Plan may be amended or modified (which modification may include the termination of any Participant’s participation in this Plan) by the Administrator at any time; provided, however, that (a) during the period beginning on the date of a Change in Control and ending on the second anniversary date of such Change in Control, no provision of this Plan may be amended or modified (unless such modification or waiver is agreed to in writing by any affected Participant) and (b) if a Change Event occurs during the 12-month period immediately prior to the date of a Change in Control, any amendment or modification to this Plan during such 12-month period will be deemed null and void (unless such modification or amendment is agreed to in writing by any affected Participant).

ARTICLE IX

GENERAL PROVISIONS

Section 9.01. At-will Employment. This Plan does not alter the status of each Participant as an at-will employee of the Company. This Plan is not, and nothing herein will be deemed to create, an employment contract between the Participant and the Company. The Company may at any time change any Participant’s compensation, title, employment responsibilities, job location and any other aspect of the Company’s employment relationship with such Participant, or terminate such Participant’s employment prior to a Change in Control (subject to such termination being determined to be an Anticipatory Qualifying Termination and entitling the Participant to Severance Benefits pursuant to Section 4.02).

Section 9.02. Effect on Other Plans, Agreements and Benefits.

(a) This Plan contains the entire understanding of the Company and the Participant with respect to the subject matter hereof.

(b) Any Severance Benefits payable to a Participant under this Plan will be reduced by any severance benefits (i) to which the Participant would otherwise be entitled under any other plan, arrangement or policy maintained by the Company or any agreement between the Participant and the Company that provides for severance benefits (unless the plan, arrangement, policy or agreement expressly provides for severance benefits to be in addition to those provided under this Plan); and (ii) to which the Participant is entitled by operation of a statute or government regulations.

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Section 9.03. Payment, Mitigation and Offset.

(a) This Plan establishes in a Participant a right to the Severance Benefits to which such Participant is entitled hereunder, subject to the conditions of Article V and to the Administrator’s right to terminate or amend this Plan in accordance with Sections 1.03 and 8.02. The Company’s obligation to make the payments or distributions with respect to Severance Benefits will not be affected by any circumstances (including, without limitation, any offset, counterclaim, recoupment, defense or other right which the Company may have against the Participant). Notwithstanding the foregoing sentence, the Company will have no obligation to make any payment to any Participant under this Plan to the extent (but only to the extent) that such payment is prohibited by the terms of any final order of a federal or state court or regulatory agency of competent jurisdiction. Such final order will not affect, impair or invalidate any provision of this Plan not expressly subject to such order.

(b) A Participant will not be obligated to seek other employment in mitigation of the Severance Benefits the Company is required to provide under this Plan, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to provide Severance Benefits under this Plan.

Section 9.04. Severability. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan. If any provision of this Plan is held by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, such provision shall be deemed modified, amended and narrowed to the extent necessary to render such provision legal, valid and enforceable, and the other remaining provisions of this Plan shall not be affected but shall remain in full force and effect.

Section 9.05. Notices. All notices, requests, demands, and other communications hereunder will be sufficient if in writing and will be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to the Participant at the last address he or she has filed in writing with the Company, or, in the case of the Company, at its principal executive offices.

Section 9.06. Includable Compensation. Severance Benefits provided hereunder will not be considered “includable compensation,” “recognized compensation,” “recognized earnings” or “final average earnings” for purposes of determining the Participant’s benefits under any other plan, policy or program of the Company, unless otherwise expressly provided in such other plan, policy or program.

Section 9.07. Headings and Subheadings. Headings and subheadings contained in this Plan are intended solely for convenience and no provision of this Plan is to be construed by reference to the heading or subheading of any section or paragraph.

Section 9.08. Unfunded Obligations. The amounts to be paid to Participants under this Plan are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Participants shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor.

Section 9.09. Successors; Assignment.

(a) This Plan shall inure to the benefit of and be binding upon the Company, its successors and assigns. The Company will require any successor to the Company (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such an agreement to such express assumption is obtained, this Plan will be binding upon any successor in accordance with the operation of law, and such successor will be deemed to be the “Company” for purposes of this Plan.

(b) The rights and benefits under this Plan are personal to a Participant and without the prior written consent of the Company shall not be assignable by the Participant, and any assignment in violation of this Plan

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shall be void. This Plan shall inure to the benefit of and be enforceable by the Participant’s heirs, successors, assigns and legal representatives. If the Participant dies while any amount would still be payable to such Participant had he or she continued to live, all such amounts will be paid in accordance with the terms of this Plan to such Participant’s designated (or, if there are no such designated beneficiaries, to the Participant’s estate).

Section 9.10. Waiver. Any party’s failure to enforce any provision or provisions of this Plan will not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of this Plan.

Section 9.11. Governing Law. To the extent not pre-empted by federal law, this Plan shall be construed in accordance with and governed by the laws of Delaware without regard to conflicts of law principles. Any action or proceeding to enforce the provisions of this Plan will be brought in the state courts of Delaware, located in Wilmington, Delaware and each party consents to the venue and jurisdiction of such court. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

Section 9.12. Clawback. Any amounts payable under this Plan are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Participant, including pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.

Section 9.13. Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation with respect to any payments made to a Participant, whether or not paid pursuant to this Plan.

Section 9.14. Section 409A.

(a) It is intended that the provisions of this Plan comply with Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither a Participant nor any of his or her creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Plan or under any other plan, policy, arrangement or agreement of or with the Company or any of its Affiliates (this Plan and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Participant or for a Participant’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by such Participant to the Company or any of its Affiliates.

(c) If, at the time of a Participant’s separation from service (within the meaning of Section 409A), (i) such Participant is a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under the Company Plans constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date, but shall instead accumulate such amount and pay it, without interest, on the first business day after such six-month period. To the extent required by Section 409A, any payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of a Participant’s employment, shall only be paid or provided to such Participant upon his or her separation from service (within the meaning of Section 409A).

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(d) For purposes of Section 409A, each payment under this Plan will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

(e) Except as specifically permitted by Section 409A or as otherwise specifically set forth in this Plan, the benefits and reimbursements provided to a Participant under this Plan and any Company Plan during any calendar year shall not affect the benefits and reimbursements to be provided to a Participant under the relevant section of this Plan or any Company Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1) (iv) or any successor thereto. Further, in the case of reimbursement payments, reimbursement payments shall be made to a Participant as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

(f) The Company makes no representations concerning the tax consequences of a Participant’s participation in this Plan under Section 409A of the Code or any other Federal, state or local tax law. A Participant’s tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A, to the relevant facts and circumstances.

(g) Notwithstanding any provision in this Plan to the contrary, if the 55-day period for making and not revoking the Release ends in a calendar year commencing after the Participant’s Qualifying Termination or the Change in Control, as applicable, no Severance Benefit payable under Section 4.01 or Section 4.02 (excluding, for the avoidance of doubt, the Unpaid Compensation) shall be payable earlier than the first day of the calendar year following such Qualifying Termination or Change in Control, as applicable.

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EX-10.7

Exhibit 10.7

	[Outdoor Products Spinco Inc.]
[Outdoor Products Spinco Inc.] (“[Outdoor Products]” or the “Company”) provides a severance benefit to eligible Executives who are involuntarily terminated for convenience or due to a layoff or reduction in workforce. Note that severance is not available in other types of terminations including voluntary resignation or termination for cause nor is severance available when a participant is reassigned to another position or offered other employment by a successor or acquiring company. This document constitutes the [Outdoor Products] Executive Severance Plan (the “Plan”), and also serves as the summary plan description (“SPD”) for eligible employees adopted by the Company effective [●], 2023. A Change in Control does not trigger any benefits under this Plan. A severance payment is contingent upon a signed (and unrescinded) general release of all claims against [Outdoor Products] and its affiliates in a form acceptable to [Outdoor Products]. Upon official notification of termination, an individual will have a period of time to consider whether to accept and sign the general release. The form of release may vary from state to state and it may be changed from time to time.	Executive Severance Plan Effective [●], 2023
Questions
Contact Outdoor Products’ Chief Human Resources Officer (each reference to the Chief Human Resources Officer shall mean the Chief Human Resources Officer, or if there is no such position, the Head of Human Resources) if you have questions about this Plan. You may obtain a printed copy of this SPD from Outdoor Products’ Human Resources Department.
Reservation of rights
Outdoor Products reserves the right to change, amend or terminate this Plan or to change the severance benefit available under this Plan at any time in Outdoor Products’ sole discretion.	Summary Plan Description (SPD) for Executives at Outdoor Products and its associated companies. [●], 2023

Plan highlights
Plan feature	How it works
Plan participation	You automatically become a participant in this Plan when you become an Executive (as defined below). If at any time you are demoted or otherwise removed from an Executive position, then you are disqualified from participation in this Plan. Persons in contractor or consultant positions are not eligible for benefits under this Plan.
Plan cost	[Outdoor Products] will pay the entire cost of severance benefits paid under this Plan out of its general funds.
Benefit eligibility	You may be offered a severance benefit if you are involuntarily terminated for convenience or due to layoff or reduction in workforce as determined by [Outdoor Products] and all other conditions of this Plan are met.
Form of Benefit	If eligible, you will be provided at least two weeks’ notice of your termination date, or pay in lieu of notice, and a severance benefit that includes a lump-sum severance payment in an amount set forth in this Plan, plus an additional lump-sum payment to offset costs to continue healthcare, and outplacement services.
Benefit amount	The amount of severance is equal to 12 months of base salary. Note that this Plan has a non-duplication of severance benefit provision.
General Release	You are required to sign a general release of all employment-related claims prior to receiving a severance payment. This agreement includes post-employment restrictions relating to competition and non-solicitation of workforce.
When benefit is payable	Severance is payable after the termination of your employment and after the rescission period set in your signed general release, if any, has elapsed.

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Table of contents
Cover note	1
Reservation of rights	1
Plan highlights	2
About this Plan	4
Introduction	4
Plan eligibility	4
Benefit eligibility	5
Coordination with employment agreements and other separation benefits	6
Form of severance benefit	6
Notice	6
Severance Payment	6
Other Severance Benefits	7
General provisions	7
General Release	7
Post-Employment Restrictions	7
Pro-rata benefit for part-time employees	8
Non-duplication provision	8
Medical or disability leave	8
Plan may be amended or terminated	8
Section 409A of the Internal Revenue Code of 1986	9
Administration (ERISA)	9

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About this Plan

• This document constitutes the Executive Severance Plan (the “Plan”), and also serves as the summary plan description (“SPD”). It explains who is eligible, what the benefit is, and how and when the benefit may be distributed.

• See the Administration section for additional administrative information, including your rights under the Employee Retirement Income Security Act (ERISA).

Introduction

The [Outdoor Products] severance benefit is designed to provide you with advance notice of termination, a lump sum severance payment, and other benefits described herein, if you are involuntarily terminated for convenience or due to a layoff or reduction in workforce from active regular full-time or regular part-time employment with [Outdoor Products] or any of its associated companies.

The amount of severance is equal to 12 months of base salary.

Plan eligibility

You are eligible to participate in this Plan if (i) you are an active regular full-time or regular part-time salaried employee currently in an Executive position and (ii) you are not otherwise party to an

individual agreement with [Outdoor Products] or any of its associated companies that provides for

payments and benefits in connection with an involuntarily termination for convenience or due to a

layoff or reduction in workforce.

• You are in an Executive position if you are a Vice President that reports directly to the Chief Executive Officer (the “CEO”), an employee with greater seniority than a Vice President that reports directly to the CEO or a “Section 16 Officer” (i.e., an executive officer elected by the [Outdoor Products] Board of Directors and required to file reports of beneficial ownership with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder).

If you are eligible to participate in this Plan, you will remain a participant in this Plan until the earliest of the following events occur:

• You voluntarily terminate your employment. (As used in this Plan, a voluntary termination of employment excludes a formal Request for Layoff Consideration, which may be periodically offered);

• You are terminated for cause by [Outdoor Products];

• You die, retire, or receive all severance benefits provided for under this Plan, or you no longer qualify to receive benefits under this Plan; or

• [Outdoor Products] no longer offers this Plan.

For purposes of this Plan, termination for cause shall include termination for (i) any material failure by you to perform your duties, (ii) your gross negligence or willful or intentional wrongdoing or misconduct, (iii) a material breach by you of any confidentiality agreement with the Company or duty of loyalty to the Company, (iv) your commission of an act of personal dishonesty which involved material personal profit in connection with the Company, or (v) your conviction or guilty plea by you of a felony offense or a crime involving moral turpitude. If [Outdoor Products] so terminates your employment for cause, then you will not be eligible for any payments or benefits under this Plan.

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You are not eligible to participate in this Plan if:

• You are classified as other than a regular employee, e.g., temporary status, independent contractor, temporary agency employee, consultant, etc.; or

• You are not an Executive of [Outdoor Products] or an associated company.

In addition, you are disqualified from participation in this Plan if you are not actively at work as of the effective date of your termination. Generally, you are not considered actively at work if you are on a leave of absence in excess of 90 consecutive calendar days, and you are not being paid wages or Paid Time Off. (Note: Employees on military leave of absence covered by the Uniformed Services Employment and Reemployment Rights Act (USERRA) are not disqualified from receiving a severance benefit.)

Benefit eligibility

If you are eligible to participate in this Plan, you may qualify for a severance benefit when all of the following conditions are met:

• You are involuntarily terminated for convenience or due to a layoff or reduction in workforce;

• You have signed a general release of all employment-related claims or potential claims against [Outdoor Products] after you are officially notified of termination and within the consideration period set in your general release; and

• The rescission period set in your general release, if any, has elapsed.

For purposes of this Plan, termination for convenience shall mean an involuntary termination of your employment by [Outdoor Products] at any time without cause. If [Outdoor Products] so terminates your employment, then you may be eligible for severance.

Even if you are eligible, you will not qualify for a severance benefit if:

• You refuse to work during the notice period or fail to satisfactorily perform your job until your termination date, as determined in the sole discretion of [Outdoor Products];

• You refuse to comply with a confidentiality agreement or non-compete agreement or you disclose [Outdoor Products] trade secrets or confidential or proprietary information;

• You intentionally damage or refuse to return [Outdoor Products] or customer property;

• You engage in conduct or behavior that would otherwise lead to termination of your employment such as disclosing confidential information, disparaging the Company, mistreating or harassing other employees, or violating other workplace rules or [Outdoor Products’] code of conduct; or

• You are a participant in [Outdoor Products’] change-in-control severance plan and your termination of employment will entitle you to severance payments under that plan. Under no circumstances will you receive benefits under both the change-in-control severance plan and this Plan as a result of the termination of your employment.

Severance benefits are not paid under this Plan in the following situations:

• You are placed on a directed leave of absence or a temporary layoff status, as determined by the Company; or operations have been temporarily interrupted due to a maintenance or vacation shutdown, material shortage, etc.;

• Your location, business unit, or work function is sold, transferred, outsourced, or merged with a third party and you are offered employment by or you are transferred to the purchaser or other third party, whether or not you accept such employment;

• Your termination is for cause;

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• A Change in Control occurs;

• You are transferred from one [Outdoor Products] location to a different [Outdoor Products] location;

• Your position is eliminated and you are offered a comparable position with [Outdoor Products] within the same geographic area;

• You voluntarily terminate, resign, abandon your position (e.g., refuse to work until your termination date), or fail to return from an approved leave of absence; or

• You are not eligible to participate in this Plan on the effective date of your termination of employment with [Outdoor Products].

Even if severance benefits have commenced, all remaining benefits will be forfeited and your severance benefit will be terminated automatically if [Outdoor Products] determines in its sole discretion that:

•  You should have been disqualified or ineligible from receiving benefits under this Plan because of one of the conditions listed above;

•  You engage in any conduct that damages [Outdoor Products’] business or defames or slanders [Outdoor Products’] name or business reputation; or

•  You violate any provisions of your signed general release.

Coordination with employment agreements and other separation benefits

[Outdoor Products] retains the right to enter into side agreements with you that amend your rights under this Plan. This Plan does not supersede any additional rights you may have pursuant to an employment agreement or under federal or state law. However, if you are entitled to any other severance or termination of employment benefits, other than those provided by this Plan, then your benefits under this Plan will be reduced by the amounts of such other payments. In that event, if such other payments are made at a time or in a form different from the time and form for payments under this Plan, and residual amounts are payable under this Plan, then such residual amounts shall be paid at the same time and in the same form as such other payments. In addition, to the extent you waive your rights under this Plan pursuant to such an agreement, in no event will you receive any payment hereunder.

Forms of severance benefit

If you meet the Plan eligibility and benefit eligibility requirements contained in this Plan and you are eligible for a severance benefit, your severance benefit may include the following:

Notice

You will normally be given up to two weeks’ notice of your termination date. Unless otherwise directed by [Outdoor Products], you are expected to work through your termination date. Failure to work during the notice period may disqualify you from receiving severance benefits. Layoff notification paperwork will include the length of the notice period. [Outdoor Products] retains the right to offer you two weeks’ pay in lieu of notice.

Severance Payment

• Your severance payment will be paid in a lump sum and will include:

• An amount equal to 12 months of base salary, regardless of length of service or time in position,

• Plus an additional lump sum of $15,000 to offset the cost of continuing healthcare coverage.

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• Subject to your signing and not revoking a general release as described below, your severance payment will be made no later than 2 ¹⁄₂ months following your termination of employment.

• The number of months or weeks of base salary, as applicable, to which you are entitled is referred to as your “Severance Period” for purposes of this Plan.

Additional notes:

• Taxes and other required or authorized payroll deductions will be withheld.

• None of your severance payment will be considered pensionable earnings (for example, it is not “Earnings” or “Recognized Compensation”) for purposes of any [Outdoor Products] qualified or non-qualified retirement plan.

• Except as expressly provided in this Plan, severance payments under this Plan will be reduced by payments payable to you under any other [Outdoor Products] severance plans or your employment agreement, as applicable.

• Any money you owe [Outdoor Products] that has not been repaid as of your termination date will be withheld from your severance payment.

Other Severance Benefits

Outplacement Services: [Outdoor Products] will provide you with outplacement services, the scope and provider of which will be determined by [Outdoor Products]. You must utilize these outplacement services within six months of your termination date. You may not receive a cash payment in lieu of this benefit.

Note

[Outdoor Products] Equity-Based Awards: This Plan does not affect how stock incentives or bonuses such as stock options, restricted stock, restricted stock units or performance-based equity awards are treated upon a termination of employment. The terms of your individual award agreements and the plans that govern such awards will govern in the event of a termination of your employment. Payments for [Outdoor Products] equity-based awards will not be deducted from your severance benefit under this Plan.

General provisions

General Release

You are required to sign a general release of all employment-related claims prior to receiving any severance benefit. This general release includes a release of all claims and causes of action arising, or which may have arisen, out of or in connection with your employment or termination from employment with [Outdoor Products]. If you are eligible for a severance payment, you will have up to 45 calendar days to consider signing the general release. After you sign the general release, you will have up to 15 calendar days during which to rescind the general release. The specific length of the consideration period and rescission period, if any, will be set in your individual general release.

Post-Employment Restrictions

• Competition Restrictions. In order to protect [Outdoor Products’] legitimate interests, including, but not limited to, confidential information, trade secrets, and customer/vendor relationships, you will not, during the Severance Period, directly or indirectly, personally engage in, nor shall you own, manage, operate, join, control, consult with, participate in the ownership, operation or control of, be employed by, or be connected in any manner with any person or entity that develops, manufactures, distributes, markets or sells services or products competitive with those that [Outdoor Products] manufactures, markets or sells

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to any customer anywhere in the world, during the Severance Period. If during your Severance Period, you wish to obtain other non-competitive employment, you agree to meet and confer in good faith with [Outdoor Products] prior to accepting such employment. You will provide [Outdoor Products] with the name of any potential future employer and give [Outdoor Products] the right to provide a copy of this provision to such potential employer.

• Non-Solicitation. During the Severance Period, you will not, directly or indirectly, solicit any of [Outdoor Products’] employees for the purpose of hiring them or inducing them to leave their employment with [Outdoor Products], nor will you own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with any person or entity that engages in the conduct proscribed by this paragraph during the Severance Period.

• Breach. If in [Outdoor Products’] sole determination, you breach any of these Post-Employment Restrictions, [Outdoor Products] will be entitled to injunctive relief in addition to any other legal or equitable remedies. At that time, [Outdoor Products] will immediately discontinue any remaining severance benefits. Further, [Outdoor Products] is entitled to repayment of the percentage of your severance benefits providing consideration for these provisions. This percentage will be identified in your General Release of Claims agreement.

Pro rata benefit for part-time employees

If on the date your employment terminates you are classified as a regular part-time employee, your severance benefit is prorated, based on your current base pay and average number of hours worked over the past six months.

Non-duplication provision

For purposes of determining your severance benefit under this Plan, your full years of service are measured from your most recent hire date. Subject to the section above entitled “Years of Service,” you will not receive a severance benefit for any previous period of employment, regardless of whether you previously received severance under this Plan or under the plan of a predecessor or affiliated company. If due to a unique circumstance, you received severance pay or paid leave in lieu of service since your most recent hire date under this Plan or under the plan of a predecessor or affiliated company, then the years of service used to calculate the severance benefit amount you received will be subtracted from any future severance benefit.

Medical or disability leave

Like other employees who are not actively at work for more than 90 days, employees not at work due to a medical or disability leave generally are not eligible for severance when their job position is eliminated. If the leave of absence qualifies for Short-Term Disability or the employee is in the first six months of Long-Term Disability, and the employee is able to return to work prior to exhausting Short-Term Disability or the first six months of Long-Term Disability, but there is no job position to return to, then [Outdoor Products] may offer the employee a severance benefit.

Plan may be amended or terminated

At any time prior to a Change in Control, [Outdoor Products], through [Outdoor Products’] Compensation Committee of the Board of Directors (the “Committee”), has the sole discretion to change, amend or terminate this Plan or to change the severance benefit available under the Plan at any time.

For purposes of this Plan, Change in Control has the same meaning as “Change in Control” in the [Outdoor Products] Income Security Plan, as such may be amended from time to time.

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In the event of a Change in Control, this Plan may not be amended, changed or terminated for a period of one year from the effective date of a Change in Control in a manner that would adversely affect eligible Plan participants unless 80 percent of such participants provide written consent.

Section 409A of the Internal Revenue Code of 1986

It is intended that the provisions of this Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A”), and all provisions of this Plan will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If, at the time of your separation from service (within the meaning of Section 409A), you are a specified employee (within the meaning of Section 409A), amounts constituting deferred compensation (within the meaning of Section 409A) that are payable under this Plan on account of your separation from service will be paid, without interest, on the first day of the seventh month following such separation from service. Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Plan may not be reduced by, or offset against, any amount owing by you to [Outdoor Products]. For the purposes of Section 409A, each payment under this Plan will be deemed to be a separate payment. Notwithstanding any provision of this Plan to the contrary, [Outdoor Products] reserves the right to make amendments to this Plan as [Outdoor Products] deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you are solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on your or for your account in connection with this Plan (including any taxes and penalties under Section 409A).

Administration

The Employee Retirement Income Security Act of 1974 (ERISA) requires that you be given certain information to help you answer administrative questions about this Plan. Also detailed in this section is the appeal process if your claim for benefits is denied, as well as your legal rights under ERISA.
Name of Plan	[Outdoor Products Spinco Inc.] [●]
Plan Sponsor and Plan Administrator	[Outdoor Products Spinco Inc.] [●] [●]
Administration	Responsibility for administration of this Plan and interpretation of this Plan’s provisions rests with [Outdoor Products], acting through its officers and employees. Except with respect to Executives who are “Section 16 Officers” (as described in this Plan under “Introduction—Plan eligibility”), the Committee may delegate to [Outdoor Products’] Chief Human Resources Officer the authority to make final determinations regarding Plan eligibility and to provide conclusive interpretation of Plan provisions. The Committee decides appeals of denied claims. The Committee also has final discretionary authority to decide claim appeals under this Plan. Correspondence regarding this Plan should be directed to the Chief Human Resources Officer at the Company address shown above.
Employer Identification Number	[●]
Plan Number	[●]

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Type of Plan	Welfare plan, Severance
Plan Eligibility	As defined in the “Introduction—Plan eligibility” section of this Plan
Plan Funding	Unfunded—Benefits are paid from Employer’s general assets.
Plan Year	Plan year begins on January 1 and ends on December 31.
Agent for Legal Process	General Counsel [Outdoor Products Spinco Inc.] [●]

CLAIMS

If you believe you may be entitled to benefits, or you disagree with any decision regarding your benefit, you should present a written claim / appeal to [Outdoor Products] at the following address. (An oral claim or request for review is not sufficient.)

[Outdoor Products Spinco Inc.]

Attn: Chief Human Resources Officer

[●]

If you do not file a written claim or follow the claims procedures, you may give up legal rights.

A Claim for Benefits

A “claim” for benefits is a request for benefits under this Plan filed in accordance with this Plan’s claims procedures. To make a claim or request review of a denied claim, you must file a written claim with [Outdoor Products] at the address shown above. An oral claim or request for review is not sufficient.

Steps in Filing a Claim

Time for Filing a Claim. You must file your written claim with [Outdoor Products] within one year after the date you knew or reasonably should have known of the facts behind your claim.

Filing a Claim. You must file your claim with [Outdoor Products] at the address noted above. You must include the facts and arguments that you want considered during the claims procedure.

Response from [Outdoor Products]. Within 90 days of the date [Outdoor Products] receives your claim, you will receive a written or electronic notice of the decision or a notice describing the need for additional time (up to 90 additional days) to reach a decision. If [Outdoor Products] (or in the case of a Section 16 Officer, the Committee notifies you that it needs additional time, the notice will describe the special circumstances requiring the extension and the date by which it expects to reach a decision. If [Outdoor Products] (or in the case of a Section 16 Officer, the Committee) denies your claim, in whole or in part, you will receive a notice specifying the reasons, the Plan provisions on which it is based, a description of additional material (if any) needed to perfect the claim, your right to file a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if your claim is denied upon review, and it will also explain your right to request a review.

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Steps in Filing a Request for Review.

Time for Filing a Request for Review. If [Outdoor Products] (or in the case of a Section 16 Officer, the Committee) denies your claim, you may request a review of your claim by [Outdoor Products’] Chief Human Resources Officer (or in the case of a Section 16 Officer, the Committee). [Outdoor Products] must receive actual delivery of your written request for review within 60 days after the date you receive notice that your claim was denied.

Filing a Request for Review of a Denied Claim. You may file a request for review of a denied claim with [Outdoor Products], which will be forwarded to the Chief Human Resources Officer (or in the case of a Section 16 Officer, the Committee). Your request must include issues that you want considered in the review. You may submit written comments, documents, records, and other information relating to your claim. Upon request, you are entitled to receive free of charge reasonable access to and copies of the relevant documents, records, and information used in the claims process.

Response from [Outdoor Products] or Compensation Committee on Review. Within 60 days after the date [Outdoor Products] receives your request, you will receive a written or electronic notice of the decision or a notice describing the need for additional time (up to 60 additional days) to reach a decision. If you are notified that the Chief Human Resources Officer (or in the case of a Section 16 Officer, the Committee) needs additional time, the notice will describe the special circumstances requiring the extension and the date by which a decision is expected to be reached. If the Chief Human Resources Officer (or in the case of a Section 16 Officer, the Committee) affirms the denial of your claim, in whole or in part, you will receive a notice specifying the reasons, the Plan provisions on which it is based, notice that upon request you are entitled to receive free of charge reasonable access to and copies of the relevant documents, records, and information used in the claims process, and your right to file a civil action under section 502(a) of ERISA.

If the Committee Requests Further Information Regarding Your Claim on Review. If the Committee determines that further information is needed to complete the review of your denied claim, you will receive a written notice describing the additional information necessary to make the decision. You will then have 60 days from the date you receive the notice requesting additional information to provide it to the Committee. The time between the date the Committee sends the request to you and the date of receipt of the requested additional information from you shall not count against the 60-day period in which the Committee has to decide your claim on review. If the Committee does not receive a response, then the period by which the Committee must reach a decision shall be extended by the 60-day period provided to you to submit the additional information. Note: If special circumstances exist, this period may be further extended.

In General. The Committee will make all decisions on claims and review of claims. With respect to the review of original and denied claims, the Committee has the sole discretion, final authority, and responsibility to decide all factual and legal questions under this Plan. This includes interpreting and construing this Plan and any ambiguous or unclear terms, and determining whether a claimant is eligible for benefits and the amount of the benefits, if any, a claimant is entitled to receive. The Committee may hold hearings and reserves the right to delegate its authority to make decisions. The Committee may rely on any applicable statute of limitations as a basis to deny a claim. The Committee’s decisions are conclusive and binding on all parties. You may, at your own expense, have an attorney or representative act on your behalf, but the Committee reserves the right to require a written authorization for a person to act on your behalf.

Time Periods. The time period for review of your claim begins to run on the date [Outdoor Products] receives your written claim. Similarly, if you file a timely request for review, the review period begins to run on the date [Outdoor Products] receives your written request. In both cases, the time period begins to run regardless of whether you submit comments or information that you would like to be considered on review.

Limitations Period. If you file your claim within the required time, complete the entire claims procedure, and the Committee denies your claim after you request a review, you may sue over your claim (unless you have

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executed a release on your claim). You must, however, commence that suit within 30 months after you knew or reasonably should have known of the facts behind your claim or, if earlier, within six months after the claims procedure is completed.

Exhaustion of Administrative Remedies. Before commencing legal action to recover benefits, or to enforce or clarify rights, you must completely exhaust this Plan’s claim and review procedures.

Administrative Safeguards. This Plan uses the claims procedures outlined herein and the review by the Committee as administrative processes and safeguards to ensure that this Plan’s provisions are correctly and consistently applied. The Committee has the sole discretion, authority, and responsibility to decide all factual and legal questions under this Plan. This includes interpreting and construing this Plan document and any ambiguous or unclear terms within this Plan document, and determining whether a claimant is eligible for benefits under this Plan and the amount of the benefits, if any, a claimant is entitled to receive. The Committee’s decisions are conclusive and binding on all parties.

Your legal rights. As a participant in this Plan, you are entitled to certain rights and protections under ERISA. ERISA requires that all Plan participants shall be entitled to:

• Examine all Plan documents, including insurance contracts and collective bargaining agreements that govern this Plan, and a copy of the latest annual report (Form 5500) filed by this Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration (“EBSA”). These documents are available for inspection at no charge in the Plan Administrator’s office, and other specified locations, such as worksites and union halls.

• Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of this Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may charge a reasonable amount for the copies.

• Receive a summary of the annual financial report for any plan that pertains to you. The Plan Administrator is required to furnish you with financial summaries called Summary Annual Reports (SARs).

Prudent Actions by Plan Fiduciaries

In addition to creating certain rights for plan participants, ERISA imposes certain duties on the people who are responsible for the operation of the employee benefit plans. The people who operate this Plan, called “fiduciaries” of this Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries.

No one including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charges and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request in writing a copy of plan documents or the latest annual report from this Plan and do not receive them within 30 days, you may file suit in Federal court. In such a case, the court may require the Plan Administrator to provide the materials to you and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

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If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with this Plan’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse this Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person or entity you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees (for example, if the court finds your claim frivolous).

Assistance with Your Questions

If you have any questions about your benefits, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefit Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington DC 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

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EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

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”).

WHEREAS, the Company desires to employ the Executive as chief executive officer of the Outdoor Products Segment (“Outdoor Products” or the “Segment”) of the Company (such position, “Chief Executive Officer”) and the Executive desires to serve as Chief Executive Officer, in each case, pursuant to the terms and conditions hereof; and

WHEREAS, the Company intends to separate the Segment from the remainder of the Company through a spin-off or other transaction (the “Separation”) pursuant to which the Segment would be operated as a separate publicly listed company (“PubCo”) and that, following the Separation, the Executive would continue to be employed as the chief executive officer of PubCo.

NOW, THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:

1. TERM OF EMPLOYMENT AS CHIEF EXECUTIVE OFFICER.

1.1 The Company agrees to employ the Executive as Chief Executive Officer, and the Executive hereby accepts employment as Chief Executive Officer, upon the terms set forth in this Agreement, for the period commencing on the Commencement Date (as defined below) and ending on the fourth anniversary of the Commencement Date (the “End Date”), unless earlier terminated or extended pursuant to the provisions of Section 4 (such period, the “Employment Period”). “Commencement Date” shall mean the date on which the Executive commences employment as Chief Executive Officer and which is anticipated to occur on or about August 21, 2023; provided, however, that, if the Commencement Date does not occur prior to September 30, 2023, this Agreement shall be null and void ab initio.

1.2 In connection with the Separation, the Company shall assign this Agreement to, and all the Company’s obligations hereunder shall be assumed by, PubCo (the “Assignment”). Following the Assignment, unless otherwise explicitly provided herein, all references to the Company shall refer instead to PubCo and references to the Company’s Board of Directors (the “Company Board”) (or any committee thereof) shall refer instead to PubCo’s Board of Directors (the “PubCo Board”) (and equivalent committee thereof). For the avoidance of doubt, in connection with the Assignment, the Executive’s employment as Chief Executive Officer shall be transferred to PubCo and the Employment Period shall continue without interruption or modification.

2. TITLE; CAPACITY.

2.1 During the Employment Period, the Executive shall serve as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate.

2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that nothing herein shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the Company, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them.

Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segment.

3. COMPENSATION AND BENEFITS.

3.1 Base Salary. Beginning on the Commencement Date, the Company shall pay the Executive, in periodic installments in accordance with the Company’s customary payroll practices, a base salary at the annualized rate of $1,200,000 (the “Base Salary”). The Executive’s base salary shall be reviewed periodically in accordance with the Company’s compensation guidelines for senior executives, and may be upwardly adjusted to the extent, if any, deemed appropriate by the Compensation Committee of the Company Board (the “Compensation Committee”) and the full Company Board.

3.2 Annual Incentive Bonus. Beginning with the Company’s 2024 fiscal year ending March 31, 2024, the Executive shall have an annual incentive bonus opportunity based on a target (“Target Bonus”) of one hundred percent (100%) and a maximum of two hundred percent (200%), in each case, of the Executive’s then current Base Salary for the incentive year (the “Annual Bonus”), subject to the performance criteria set forth below; provided, however, that for the 2024 fiscal year, Executive’s Annual Bonus opportunity shall not be prorated unless the Commencement Date is after September 30, 2023. For each fiscal year thereafter that this Agreement is in effect, the Executive’s Target Bonus shall be reviewed periodically in accordance with the Company’s compensation philosophy, market conditions and other factors deemed relevant by the Compensation Committee, and upwardly adjusted to the extent, if any, deemed appropriate by the Compensation Committee and the Board. The corporate performance criteria and targets to be used for purposes of the annual management incentive plan (the “Annual Performance Plan”) bonus shall be determined and established by the Compensation Committee and the Company Board and shall be substantially the same as similarly situated senior executives of the Company, recognizing the Executive will also have reasonably attainable individual performance objectives determined and established by the Compensation Committee and the Company Board following discussion with the Executive, which may be unique to the Executive. Actual bonus awards shall be determined in the discretion

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of the Compensation Committee pursuant to the terms of the Company’s Annual Performance Plan that is applicable to the Executive.

3.3 Long-Term Incentive. The Executive shall participate in the Company’s long-term incentive program and shall, beginning in the Company’s 2024 fiscal year (with such grant anticipated to be made promptly after the Commencement Date), have a target annual long-term incentive award level equal to 400% of Base Salary; awards to be made with a mix of 60% performance share units and 40% restricted stock units, in each case with a three-year service vesting period. For each fiscal year after 2024 that this Agreement remains in effect, the Executive’s target long-term incentive award levels shall be reviewed periodically in accordance with the Company’s compensation philosophy, market conditions and other factors deemed relevant by the Compensation Committee, and may be upwardly adjusted to the extent, if any, deemed appropriate by the Compensation Committee and the Company Board. The forms and amounts of the awards for such subsequent fiscal years may be substantially in the same proportion as awards made to other senior executives of the Company, or the mix of awards may be unique to the Executive as Chief Executive Officer, in the discretion of the Compensation Committee and the Company Board, provided that the performance goals and the forms and amounts of the awards for such subsequent fiscal years shall be no less favorable to the Executive than those applicable to other senior executives of the Company.

The Company shall also grant to the Executive promptly after the Commencement Date a one-time sign-on grant of restricted stock units, having a grant date value of $3,000,000 (“Sign-On Grant”) and a three-year cliff vesting schedule. Notwithstanding the three-year cliff vesting schedule, the Sign-On Grant will immediately and fully vest upon the Executive’s death, Disability (as defined below), termination by the Company without Cause (as defined below) (either with or without a Change in Control (as defined below)), or termination by the Executive for Good Reason (as defined below) (either with or without a Change in Control).

3.4 Benefits. The Executive shall be entitled to participate in all benefit programs that the Company establishes and makes available to its senior executives to the extent that the Executive’s position, tenure, salary and other qualifications make the Executive eligible to participate therein, including but not limited to the Company’s group life insurance, short and long term disability insurance, paid time off, medical, dental, defined contribution and deferred compensation programs for salaried executives, as in effect from time-to-time. The Executive shall be entitled to indemnification for liabilities arising from or incurred in connection with his performance of services for the Company that is no less favorable than the indemnification provided to any other senior executive of the Company.

3.5 Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his duties and responsibilities under this Agreement, in accordance with the policies and procedures, and subject to the limitations, adopted by the Company from time to time.

3.6 Clawback Policy. The Executive understands and agrees that all incentive compensation to which he is or becomes entitled shall be subject to the terms of any clawback policy that may be adopted by the Company Board from time to time for application to the senior executives of the Company.

3.7 Withholding. All compensation payable to the Executive shall be subject to applicable taxes and withholding.

4. TERMINATION OF EMPLOYMENT PERIOD.

4.1 This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following:

a) Expiration of the Employment Period;

b) At the election of the Company for Cause, pursuant to the provisions set forth below;

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c) At the election of the Executive for Good Reason, pursuant to the provisions set forth below;

d) Upon the death or Disability of the Executive;

e) At the election of the Company without Cause, upon not less than thirty (30) days’ prior written notice of termination (the “Notice Period”), provided, however, that the Company may, in its sole discretion, in lieu of all or part of the Notice Period, pay the Executive an amount equal to the portion of the Base Salary that would otherwise have been payable to the Executive had the Executive remained employed for the duration of the Notice Period (in which case the Executive’s termination will become effective on the date set forth in the Company’s written notice of termination (the “Early Termination Date”), and the Executive will be paid an amount equal to the portion of the Base Salary the Executive would have received had the Executive remained employed by the Company between the Early Termination Date and the end of the Notice Period (the “Early Termination Payment”), with the Early Termination Payment to be made no later than the 30th day following the end of the Notice Period); or

f) At the election of the Executive without Good Reason, upon not less than fifteen (15) days’ prior written notice of termination by the Executive.

4.2 For the avoidance of doubt, the Executive’s employment shall not be deemed to have terminated solely as a result of the Assignment or the Separation.

5. EFFECT OF TERMINATION.

5.1 Any Termination. For any termination of employment, the Executive shall be paid (a) any amount of the Base Salary for service already rendered to the Company, to the extent not already paid, (b) accrued but unused paid time off not taken as of the Date of Termination, (c) any vested amounts under any other plans or programs as of the Executive’s date of termination of employment (the “Date of Termination”), and (d) the applicable target Annual Bonus for the most recently completed fiscal year in the Employment Period, to the extent not already paid (regardless of whether such annual bonus has been determined as of the Date of Termination), which bonus will be determined by the Compensation Committee and the Company Board in accordance with the terms of the Annual Performance Plan. In addition, the Executive shall receive any applicable payments or benefits set forth in the following sections of this Agreement.

5.2 Termination by the Company Without Cause or by the Executive for Good Reason Within 24 Months Following a Change in Control. If, within twenty-four (24) months following a Change in Control, either the Executive’s employment is terminated by the Company without Cause (other than due to his Disability or death) or the Executive resigns for Good Reason, then, following the Date of Termination and subject to the conditions stated in Section 6 and in accordance with the timing and payment terms stated in Sections 6 and 7:

(a) the Company shall, on the Payment Commencement Date (as defined below), pay to the Executive an amount equal to two (2) times the Executive’s then current Base Salary as severance;

(b) the Company shall, on the Payment Commencement Date, pay to the Executive an amount equal to two (2) times the Executive’s Target Bonus under the Annual Performance Plan;

(c) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (x) the end of the 18th month that begins after the Date of Termination, (y) the date the covered individual’s COBRA continuation coverage otherwise expires, or (z) the date the Executive commences new employment and is eligible for equivalent medical and dental benefits through his new employer; provided, that if the Company’s payments under this subsection (c) are taxable to the Executive, the Company will also pay to the Executive such additional compensation as is necessary (after taking into account all federal and state income taxes payable by the Executive as a result of the receipt of such

4

additional compensation) to place the Executive in the same after-tax position the Executive would have been such payments not been taxable; and

(d) there shall be acceleration of vesting of, and lapse of restrictions on, all unexpired, unvested time-based restricted stock units (including, but not limited to, the Sign-On Grant referenced in Section 3.3 herein), such that said restricted stock units shall become fully vested as of the Date of Termination. In addition, to the extent the Executive is the holder of any contingent performance share awards (or other performance-based equity awards), he shall be entitled to the number of shares of common stock, if any, that would have been earned had the Executive’s employment not ended, based on assumed achievement of the applicable performance goals at 100% of the target level during the full relevant performance period. For a termination governed under this Section 5.2 there shall not be any proration of awards of restricted stock units or performance share units to reflect that the full performance period was not completed prior to the Date of Termination. All such restricted stock units and performance share awards (or other performance-based equity awards) are collectively referred to as “Awards”. Any shares, or cash in lieu thereof, to be distributed pursuant to an Award in accordance with this Section 5.2(d) shall be provided to the Executive in a manner set forth under the terms of the Company’s 2020 Stock Incentive Plan or any successor plan governing future equity awards, including any equity incentive plan of PubCo following the Separation (collectively, the “Equity Plan”), except as provided herein. The Executive may not exercise or dispose of any portion of an Award or related shares of common stock or cash in lieu thereof that vest or become exercisable under this Section 5.2(d) until such time as the Executive Release (as defined below) becomes irrevocable (and any amounts that were unvested or unexercisable as of the Date of Termination shall immediately expire upon the 45th day following the Date of Termination if the Executive Release has not then become irrevocable). All shares, or cash in lieu thereof, to be distributed pursuant to any of the foregoing awards shall be provided to the Executive within fifteen (15) days after the date the Executive Release executed by the Executive has become irrevocable, except as may be required under Section 7 or Section 11.11 hereof.

Notwithstanding the foregoing, in the event the applicable Change in Control does not constitute a “change in control event” (within the meaning of Code Section 409A), any portion of the payments set forth in Section 5.2(a) that constitute non-exempt deferred compensation within the meaning of Code Section 409A shall instead be paid on the same schedule as set forth in Section 5.3(a). For the avoidance of doubt, the foregoing sentence shall not affect the amount of severance payments to which the Executive is entitled in accordance with this Agreement.

5.3 Termination by the Company Without Cause or by the Executive for Good Reason Prior to, or More than 24 Months Following, a Change in Control. If, prior to a Change in Control or more than twenty-four (24) months following a Change in Control, either the Executive’s employment is terminated by the Company without Cause (other than for Disability or death) or the Executive resigns for Good Reason, then, following the Date of Termination and subject to the provisions of Section 6 and in accordance with the payment terms set forth in Section 6:

(a) the Company shall, for a period of eighteen (18) months beginning on the Payment Commencement Date, continue to pay to the Executive, in accordance with the Company’s customary payroll practices, his then current Base Salary as severance;

(b) the Company shall, on the Payment Commencement Date, pay to the Executive an amount equal to one and one-half (1¹⁄₂) times the Executive’s target Annual Bonus;

(c) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (x) the end of the 18th month after the Date of Termination, (y) the date the covered individual’s COBRA continuation coverage otherwise expires, or (z) the date the Executive commences new employment and is eligible for equivalent medical and dental benefits

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through his new employer; provided, that if the Company’s payments under this subsection (c) are taxable to the Executive, the Company will also pay to the Executive such additional compensation as is necessary (after taking into account all federal and state income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been such payments not been taxable; and

(d) Pursuant to the Executive’s restricted stock unit (“RSU”) award agreements, accelerated vesting of the portion of the Executive’s time-based restricted stock units that would have vested based on continued employment through the date that is twelve (12) months following the Date of Termination, and full vesting of the RSUs awarded pursuant to the Sign-On Grant referenced in Section 3.3 herein, with settlement of all such RSUs within thirty (30) days following the Date of Termination. In addition, the Executive shall become vested in a pro rata portion of any unvested contingent performance share awards (or other performance-based equity awards) held by the Executive (based on the portion of the Measuring Period (as defined in the applicable award agreement) during which the Executive was an active employee) and earned based on performance determined following the last day of the Measuring Period, as determined in accordance with the applicable award agreements and the Equity Plan governing such awards. Any such restricted stock units and performance share awards (or other performance-based equity awards) are collectively referred to as “Awards”. Any shares, or cash in lieu thereof, to be distributed pursuant to an Award in accordance with this Section 5.3(d) shall be provided to the Executive in the manner set forth under the Equity Plan, except as provided herein. The Executive may not exercise or dispose of any portion of an Award or related shares of common stock or cash in lieu thereof that vest or become exercisable under this Section 5.3(d) until such time as the Executive Release (as defined below) becomes irrevocable (and any amounts that were unvested or unexercisable as of the Date of Termination shall immediately expire upon the 45th day following the Date of Termination if the Executive Release has not then become irrevocable). All shares, or cash in lieu thereof, to be distributed pursuant to any of the foregoing Awards shall be provided to the Executive within fifteen (15) days after the date the Executive Release executed by the Executive has become irrevocable, except as may be required under Section 7 or Section 11.11 hereof.

5.4 Termination by the Company for Cause, by the Executive Without Good Reason, or Due to Expiration of the Employment Period. If (i) the Company terminates the Executive’s employment for Cause, (ii) the Executive resigns without Good Reason, or (iii) the Employment Period expires on the End Date, then the Company’s obligations under this Agreement shall immediately cease and the Executive shall be entitled to only the compensation and benefits described in Section 5.1. The Executive shall not be entitled to any other compensation or consideration that the Executive may have received had the Employment Period not ended, and all restricted stock units and contingent performance share awards granted to the Executive shall be treated as provided in the relevant agreements and plans. Notwithstanding the foregoing, in the event of termination due to expiration of the Employment Period, if (i) the Company does not offer in writing to extend the Employment Period on terms and conditions at least as favorable as those set forth in this Agreement (taking into account any increases to Base Salary or Target Bonus in effect as of immediately prior to the expiration of the Employment Period) for an additional period of at least one year following the End Date, and (ii) the parties cannot otherwise mutually agree upon the terms of an agreement pursuant to which the Executive would remain employed following the End Date, then, following the Date of Termination and subject to the conditions of Section 6, for a period of eighteen (18) months beginning on the Payment Commencement Date, the Company shall (a) continue to pay to the Executive, in accordance with the Company’s customary payroll practices, his then current Base Salary as severance and (b) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (x) the end of the 18th month after the Date of Termination, (y) the date the covered individual’s COBRA continuation coverage otherwise expires, or (z) the date the Executive commences new employment and is eligible for equivalent medical and dental benefits through his new employer; provided, that if the Company’s payments described in this clause (b) are taxable to the Executive, the Company will also pay to the Executive such additional compensation as is necessary (after taking into account all federal and state income taxes payable by the Executive as a result of the

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receipt of such additional compensation) to place the Executive in the same after-tax position the Executive would have been such payments not been taxable.

5.5 Termination due to the Executive’s Death or Disability. If the Executive’s employment is terminated due to his death or Disability: (i) the Executive (or his estate, in the event of Executive’s death) will receive an amount equal to the Annual Bonus that would have been otherwise payable to the Executive for the fiscal year in which the Date of Termination occurs based on the actual performance of the Company for such year, and assuming the Executive’s employment had not terminated prior to the payment date for such bonus, multiplied by a fraction, the numerator of which is the number of days elapsed in the fiscal year through the Date of Termination, and the denominator of which is 365, to be paid at the same time as such bonuses are paid to senior executives of the Company (but in no event earlier than the Payment Commencement Date), (ii) the Executive shall become vested in a pro rata portion of any unvested restricted stock units as of the Date of Termination, computed by multiplying the full number of any unvested restricted stock units as of the Date of Termination by a fraction, the numerator of which is the number of days in the remaining Vesting Period (as defined in the applicable award or grant agreement) after the most recent Annual Vesting Date (as defined in the applicable award or grant agreement) that has been achieved, if any (i.e., the number of days elapsed since the Grant Date (as defined in the applicable award grant) or any later Annual Vesting Date that has occurred) which have already elapsed as of the Date of Termination, inclusive of such date, and the denominator of which is the total number of days in the vesting period remaining since either the Grant Date or any later Annual Vesting Date that has occurred, (iii) notwithstanding the foregoing, the Executive shall become fully vested in the Sign-On Grant referenced in Section 3.3 herein, and (iv) the Executive shall become vested in a pro rata portion of any unvested contingent performance share awards (or other performance-based equity awards) held by the Executive (based on the portion of the Measuring Period (as defined in the applicable award agreement) during which the Executive was an active employee) and earned based on performance determined following the last day of the Measuring Period, as determined in accordance with the applicable award agreements and the Equity Plan governing such awards.

5.6 No Other Severance. The Executive shall not be entitled to any benefits beyond those provided for in this Section 5 by virtue of termination of his employment or this Agreement, including pursuant to any generally applicable Company plan, policy, or agreement (including the Executive Severance Plan and Income Security Plan or any successor plan of the Company or PubCo).

5.7 Other Effects of Termination. Upon termination of the Executive’s employment for any reason, the Executive shall resign effective as of such date from any position he may then hold as a Company Board member or officer of the Company or any subsidiary or affiliate of the Company.

6. RELEASE.

The obligation of the Company to make the payments and provide the benefits to the Executive under Section 5.2, 5.3, 5.4, or 5.5 (for Section 5.4 only in connection with the Company’s failure to extend the Employment Period) is conditioned upon the Executive signing and delivering to the Company a severance and release of claims agreement in a form to be provided by the Company (which will include, at a minimum, a release of all releasable claims and confidentiality, non-disparagement and cooperation obligations by the Executive in favor of the Company, but in no event shall such release provide any restrictive covenants that are more restrictive than those set forth in this Agreement) (the “Executive Release”), which Executive Release must become irrevocable within forty-five (45) days following the Date of Termination. The Company shall commence or make, as applicable, the payments under Section 5.2, 5.3, 5.4, or 5.5 on the first payroll period (but not more than sixty (60) days) following the date the Executive Release becomes irrevocable (such date, the “Payment Commencement Date”); provided, however, that if the 60th day following the Date of Termination falls in the calendar year following the year of the Executive’s termination of employment, the Payment Commencement Date shall be no earlier than the first payroll period of such later calendar year; and provided further that the payment of any amounts pursuant to Section 5.1, 5.2, 5.3, 5.4, or 5.5 shall be subject to the terms and conditions set forth in Section 11.11.

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7. SECTION 280G.

7.1 Reduction. Notwithstanding any other provision of this Agreement or any other plan, agreement or arrangement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or othferwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to time together with any regulations promulgated thereunder (“Code”), and would, but for this Section 7, be subject to the excise tax imposed under Section 4999 of the Code or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either:

a) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”); or

b) payable in full if the Executive’s receipt on a net after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the Executive receiving an amount greater than the Reduced Amount

7.2 Order of Reduction. In the event of a reduction of benefits under this Section 7, the Covered Payments shall be reduced in the order that results in the greatest economic benefit to the Executive in a manner that would not result in subjecting the Executive to additional taxation under Section 409A of the Code.

7.3 Determinations. Any determination required under this Section 7 shall be made in writing in good faith by a nationally recognized accounting firm selected by the Company (the “Accountants”). For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require in order to make a determination under this Section 7. The Accountants’ determinations shall be final and binding on the Company and the Executive. The Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 7.

7.4 No Gross-Up. For the avoidance of doubt, in no event shall the Executive be entitled under this Agreement to a gross up from the Company to cover any Excise Tax to which he or she may be subject.

8. NON-COMPETITION AND NON-SOLICITATION.

8.1 During the Restricted Period (as defined below), the Executive shall not, in the geographical area in which the Company does business or has done business at the time of his employment termination, engage in any business or enterprise that would be competitive with any business of the Segment (or, after the Separation, PubCo) in existence as of the Date of Termination (a “Competitive Business”). This obligation shall preclude any involvement in a Competitive Business, whether on a direct or indirect basis, and whether as an owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the passive holder of not more than 1% of the outstanding stock of a publicly-held company. Notwithstanding the foregoing and notwithstanding any other non-competition restrictions the Executive is asked to execute in the future, if the Executive is considering employment or other involvement with another business or enterprise that would be potentially deemed a Competitive Business during the Restrictive Period (as defined below), the Company will consider in good faith any request the Executive makes of the Company to be released from the Executive’s Non-Compete Restrictions in connection with potentially accepting such alternative employment. The Company will not unreasonably deny such a request.

The Executive acknowledges that, in addition to the non-compete restrictions set forth in this Section 8.1, he may become subject to similar non-competition restrictions in the future, including in connection

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with future equity grants (collectively these non-competition provisions are referred to as the “Non-Compete Restrictions”). Those Non-Compete Restrictions shall be no more restrictive upon the Executive (whether in time, geography, or scope) than, and shall be amended to mirror, the Non-Compete Restrictions set forth herein.

8.2 During the Restricted Period, the Executive shall not, directly or indirectly, either alone or in association with others, (a) solicit, recruit, induce, attempt to induce or permit any organization directly or indirectly controlled by the Executive to solicit, recruit, induce or attempt to induce any employee of the Segment (or, after the Separation, PubCo) to leave the employ of the Segment (or, after the Separation, PubCo), or (b) solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, any person who is employed by the Segment (or, after the Separation, PubCo) or who was employed by the Segment (or, after the Separation, PubCo) at any time during the term of the Executive’s employment with the Company or PubCo, provided that this clause (b) shall not apply to any individual whose employment with the Company (or, after the Separation, PubCo) has been terminated for a period of six (6) months or longer.

8.3 During the Restricted Period, the Executive shall not, directly or indirectly, either alone or in association with others, solicit, divert or take away, or attempt to solicit, divert or take away, or permit any organization directly or indirectly controlled by the Executive to solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts of the Segment (or, after the Separation, PubCo), which were contacted, solicited or served by the Segment (or, after the Separation, PubCo) at any time during the Executive’s employment with the Company (or, after the Separation, PubCo).

8.4 The “Restricted Period” shall mean the twelve-month period after the Executive’s employment with the Segment (or, after the Separation, PubCo) ends for any reason.

8.5 The geographic scope of this Section 8 shall extend to anywhere the Company (or, after the Separation, PubCo) is doing business at the time of termination or expiration of this Agreement. If any restriction set forth in this Section 8 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

8.6 The Executive acknowledges that the restrictions contained in this Section 8 are necessary for the protection of the business and goodwill of the Company (or, after the Separation, PubCo) and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 8 will cause substantial and irrevocable damage, and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company (or, after the Separation, PubCo) shall have the right to obtain and receive specific performance and injunctive relief without posting a bond or other security. The Executive acknowledges and agrees that the Company’s offer of employment pursuant to this Agreement, the grant of the Sign-On Grant and the other compensation opportunities described herein constitute mutually-agreed-upon consideration between the Executive and the Company to support the enforcement of restrictions contained in this Section 8.

8.7 If it is determined by a court of law that the Executive violated any of the provisions of Section 8.1, 8.2, or 8.3, he shall continue to be bound by the restrictions set forth therein until a period equal to the Restricted Period has expired without any violation of such provisions, and the Company (or, after the Separation, PubCo) shall be entitled to cease making any severance payments that may otherwise be owed to Executive pursuant to the terms of this Agreement.

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9. ABSENCE OF RESTRICTIONS.

9.1 The Executive represents and warrants that he is not bound by any employment contracts, restrictive covenants or other restrictions that are in any way inconsistent with any of the terms of this Agreement. The Company acknowledges that the Executive is bound by certain restrictive covenants with his former employer, including non-solicitation and confidentiality covenants, and the Executive represents and warrants to abide by those covenants for the duration of time that they remain in legal force and effect.

10. DEFINITIONS.

10.1 For purposes of this Agreement, the following terms shall have the following meanings:

a) “Cause” shall mean, prior to, or more than two years following, a Change in Control, (a) the Executive’s refusal to perform (i) the Executive’s assigned duties for the Company; or (ii) the Executive’s obligations under this Agreement; (b) gross negligence or willful or intentional wrongdoing or misconduct, (c) a material breach by the Executive of any confidentiality agreement with the Company or duty of loyalty to the Company, (d) the Executive’s commission of an act of personal dishonesty which involved material personal profit in connection with the Company or (e) the Executive’s conviction or guilty plea by the Executive of a felony offense or a crime involving moral turpitude; provided, however, that the Company may not terminate the Executive’s employment for Cause unless (x) the Company gives written notice of its intent to terminate the Executive’s employment (including the reasons therefor) and (y) the Executive fails to cure such refusal or material breach (if the breach is subject to cure) within thirty (30) days of the Executive’s receipt of such written notice (which, if so cured within such 30-day period, shall no longer be a grounds for termination of the Executive’s employment for “Cause”). The Company’s financial performance or the financial performance of operating units for which the Executive is responsible shall not in and of itself constitute a basis for the Company to terminate the Executive for Cause or refuse to provide any severance benefits under this Agreement. Notwithstanding the foregoing, within two (2) years following a Change in Control, “Cause” shall be defined as in the Company’s Income Security Plan.

b) “Change in Control” has the meaning in the Company’s 2020 Stock Incentive Plan. Notwithstanding the foregoing, (i) where required to avoid extra taxation under Section 409A of the Code, a Change in Control must also satisfy the requirements of Treas. Reg. Section 1.409A-3(a)(5) and (ii) in no event shall the Assignment, the Separation or any transaction or event in connection therewith be deemed a Change in Control.

c) “Disability” means the Executive’s inability, due to a physical or mental disability, for a period of one hundred and eighty (180) consecutive days, to perform the services contemplated under this Agreement, with reasonable accommodation. A determination of Disability shall be made by a physician selected by the Company and reasonably satisfactory to the Executive.

d) “Good Reason” means, prior to, or more than two years following, a Change in Control, termination by the Executive of his employment due to (a) prior to the Separation, the Executive ceases to serve as Chief Executive Officer of the Segment, no longer reports directly to the Company Board or is required to report to any other corporate officer or executive or (b) following the Separation, the Executive no longer serves as Chief Executive Officer of PubCo, no longer reports to the PubCo Board or is required to report to any other corporate officer or executive. Notwithstanding the foregoing, within two (2) years following a Change in Control, “Good Reason” shall be defined as set forth in the Company’s Income Security Plan. Notwithstanding the provisions of this Section 10.1(d), the Executive may not terminate his employment for “Good Reason” unless (i) he gives written notice of his intent to terminate his employment under this provision (including the reasons therefor) within thirty (30) days of the event giving rise to the right to terminate, and (ii) the Company fails to cure the material reduction or material breach of a material provision, or restore the Executive’s title within thirty (30) days of its receipt of the Executive’s written notice, which, if so cured within such 30-day period, shall no longer be a grounds by the Executive for terminating his employment with “Good Reason.”

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11. MISCELLANEOUS.

11.1 Entire Agreement; Modification. This Agreement and the Company’s form of Confidentiality and Invention Assignment Agreement, which is being executed simultaneously herewith, constitute the entire understanding and agreement between the parties hereto with regard to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. The Executive is not relying on any representations other than those set forth in this Agreement.

11.2 Notices. Any notice delivered under this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, to the Company at its principal headquarters and to the Executive at the address most recently shown on the personnel records of the Company. Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section 11.2.

11.3 Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

11.4 Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive and approved by the Board.

11.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without reference to the conflicts of laws provisions thereof). Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of Delaware (or, if appropriate, a federal court located within Delaware), and the Company and the Executive each consents to the jurisdiction of such a court. The Company and the Executive each hereby irrevocably waives any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.

11.6 Successors and Assigns. Without limiting Section 1.2 This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business; provided, however, that the Executive’s obligations are personal and shall not be assigned by the Executive. Unless such result is achieved by operation of law, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “the Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11.7 Waivers. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

11.8 Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

11.9 Severability. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

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11.10 Executive’s Acknowledgments. The Executive acknowledges that he: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; and (iv) is fully aware of the legal and binding effect of this Agreement. The Executive further acknowledges and agrees that this Agreement shall be null and void ab initio if (i) prior to the Commencement Date, he fails to provide satisfactory U.S. Immigration documentation or fails to satisfy the Company’s customary background and reference checks or (ii) the Company determines that he provided information during the hiring and background check process that was not accurate or complete in any material respect.

11.11 Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and this Agreement shall be interpreted consistently therewith. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(a) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred, provided that any tax gross-ups may be reimbursed by the end of the calendar year following the calendar year in which such taxes are remitted to the taxing authorities. For purposes of Code Section 409A, each payment hereunder shall be treated as a separate payment and the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. Termination of employment as used herein shall mean separation from service within the meaning of Code Section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent required by Code Section 409A, if the Executive is considered a “specified employee” for purposes of Code Section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code Section 409A, payments of such amounts shall be delayed as required by Code Section 409A, and the accumulated amounts shall be paid in a lump sum payment within ten (10) days after the end of the six (6)-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. The Company is not making any representation or warranty to the Executive with respect to the treatment of this Agreement under Code Section 409A and shall have no liability to Executive or any other person with respect to payments or benefits under this Agreement should any payments or benefits under this Agreement be determined to constitute nonqualified deferred compensation subject to Code Section 409A but not satisfying the conditions of such section.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

VISTA OUTDOOR, INC.
By:	/s/ Robert M. Tarola	Date:	July 20, 2023
Name:	Robert M. Tarola
Title:	Director of Vista Outdoor, Inc. and Chair of the Management Development and Compensation Committee
EXECUTIVE:
	/s/ Eric Nyman	Date:	July 20, 2023
	Eric Nyman

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF OUTDOOR PRODUCTS SPINCO INC.

All subsidiaries listed below are 100% owned except where noted.

Name of Subsidiary	Country or State of Incorporation or Organization
Advanced Arrow S. de R.L. de C.V.	Mexico
Bee Stinger, LLC	Delaware
Bell Sports (Asia) Limited	Hong Kong
Bell Sports Corp.	Delaware
Bell Sports EU Limited	Ireland
Bell Sports, Inc.	California
BG Sports EUROPE Sarl	Switzerland
Bushnell Corporation of Canada	Canada
Bushnell Group Holdings, Inc.	Delaware
Bushnell Holdings, Inc.	Delaware
Bushnell Inc.	Delaware
Bushnell Performance Optics Asia Limited	Hong Kong
Bushnell Performance Optics Mexico, S.A. de C.V.	Mexico
CamelBak Acquisition Corp.	Delaware
CamelBak International, LLC	California
CamelBak Products, LLC	Delaware
Eagle Industries Del Caribe, Inc.	Puerto Rico
Eagle Industries Unlimited, Inc.	Missouri
FASTCO Asia Ltd.	Hong Kong
Fiber Energy Products AR, LLC	Arkansas
Fox (Parent) Holdings, Inc.	Delaware
Fox Head Britain Limited	England & Wales
Fox Head Canada, Inc.	Canada
Fox Head Europe S.L.U.	Spain
Fox Head France SAS	France
Fox Head Germany GmbH	Germany
Fox Head Netherlands B.V.	Netherlands
Fox Head Nordic A.B.	Switzerland
Fox Head, Inc.	California
Gold Tip, LLC	Delaware
Hydrosport, S. de R.L. de C.V.	Mexico
Logan Outdoor Products, LLC	Utah
Northstar Outdoors, LLC	California
Outdoor Products Spinco Inc.	Delaware
Ozark Hardwood Pellets, L.L.C.	Missouri
QuietKat, Inc.	Delaware
Simms Fishing Products LLC	Delaware
Stone Glacier, Inc.	Montana
The Rivers Edge Outfitters, LLC	Montana
Vista Outdoor Operations LLC	Delaware
VO Management Services Company, S. de R.L. de C.V.	Mexico
WAWGD Newco, LLC	California

EX-99.1

Exhibit 99.1

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 2023

INFORMATION STATEMENT

Outdoor Products Spinco Inc.

[                    ]

Common Stock

(par value $0.01)

We are sending you this Information Statement in connection with Vista Outdoor Inc.’s spin-off (the “Spin-Off”) of its wholly owned subsidiary, Outdoor Products Spinco Inc., or “Outdoor Products.” To effect the Spin-Off, Vista Outdoor Inc., or “Vista Outdoor,” will distribute all shares of Outdoor Products common stock on a pro rata basis to the holders of Vista Outdoor common stock. We expect that the distribution of Outdoor Products common stock will be tax-free to Vista Outdoor stockholders for U.S. federal income tax purposes, except for cash that stockholders receive in lieu of fractional shares. You should consult your own tax advisor as to the tax consequences of the distribution to you, including potential tax consequences under state, local and non-U.S. tax laws.

If you are a record holder of Vista Outdoor common stock as of the close of business on [                    ], 202[     ], which is the record date for the distribution, for every one share of Vista Outdoor common stock you hold on that date, you will be entitled to receive one share of Outdoor Products common stock. Vista Outdoor will distribute the shares of Outdoor Products common stock in book-entry form, which means that we will not issue physical stock certificates. The distribution agent will not distribute any fractional shares of Outdoor Products common stock. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to each holder (net of any required withholding for taxes applicable to such holder) who would otherwise have been entitled to receive a fractional share in the distribution. As discussed in the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 61 of this Information Statement, if you sell your shares of Vista Outdoor common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of Outdoor Products common stock in connection with the distribution.

We expect that the distribution will be effective as of 12:01 a.m., New York City time, on [                    ], 202[     ]. Immediately after the distribution becomes effective, Outdoor Products will be an independent, publicly-traded company.

Vista Outdoor stockholders are not required to vote on or take any other action in connection with the Spin-Off. We are not asking you for a proxy, and request that you do not send us a proxy. Vista Outdoor stockholders will not be required to pay any consideration for the shares of Outdoor Products common stock they receive in the Spin-Off, and they will not be required to surrender or exchange their shares of Vista Outdoor common stock or take any other action in connection with the Spin-Off.

Outdoor Products is currently a wholly owned subsidiary of Vista Outdoor. Accordingly, no trading market for Outdoor Products common stock currently exists. We expect, however, that a limited trading market for Outdoor Products common stock, commonly known as a “when-issued” trading market, will develop shortly before the distribution date, and we expect “regular-way” trading of Outdoor Products common stock will begin on the distribution date. We intend to list Outdoor Products common stock on the New York Stock Exchange under the ticker symbol “[                    ].” Following the distribution, Vista Outdoor will be renamed The Kinetic Group, Inc., and its common stock will trade on the New York Stock Exchange under the ticker symbol “HUNT”.

In reviewing this Information Statement, you should carefully consider the matters described in the section entitled “Risk Factors” beginning on page 30 of this Information Statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense.

This Information Statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this Information Statement is [                    ], 202[     ].

Confidential Treatment Requested by Outdoor Products Spinco Inc.

Pursuant to 17 C.F.R. Section 200.83

TABLE OF CONTENTS

	Page
INDUSTRY AND MARKET DATA		1
TRADEMARKS AND COPYRIGHTS		2
SUMMARY		3
RISK FACTORS		30
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		52
THE SPIN-OFF		54
DIVIDEND POLICY		64
CAPITALIZATION		65
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		66
BUSINESS		76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		88
MANAGEMENT		102
EXECUTIVE COMPENSATION		108
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		138
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		140
DESCRIPTION OF OUR INDEBTEDNESS		145
DESCRIPTION OF OUR CAPITAL STOCK		146
WHERE YOU CAN FIND MORE INFORMATION		150
INDEX TO COMBINED FINANCIAL STATEMENTS		F-1

INDUSTRY AND MARKET DATA

This Information Statement includes information concerning our industry and the markets in which we operate that is based on information from public filings, internal company sources, various third-party sources and management estimates. Management estimates regarding Outdoor Products’s position, share and industry size are derived from publicly available information and our internal research, and are based on assumptions we made upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. While we are not aware of any misstatements regarding any industry data presented in this Information Statement and believe such data to be accurate, we have not independently verified any data obtained from third-party sources and cannot assure you of the accuracy or completeness of such data. Such data involve uncertainties and are subject to change based on various factors, including those discussed in the section entitled “Risk Factors” beginning on page 30 of this Information Statement.

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TRADEMARKS AND COPYRIGHTS

We own or have rights to various trademarks, logos, service marks and trade names that we use in connection with the operation of our business. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, logos, service marks, trade names and copyrights referred to in this Information Statement are listed without the ^™, ® or © symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, logos, service marks, trade names and copyrights included or referred to in this Information Statement.

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SUMMARY

This summary highlights selected information from this Information Statement and provides an overview of our company, our separation from Vista Outdoor and Vista Outdoor’s distribution of our common stock to its stockholders. For a more complete understanding of our business and the Spin-Off, you should read the entire Information Statement carefully, particularly the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 30 and 88, respectively, of this Information Statement, and our combined financial statements and the notes to those financial statements appearing elsewhere in this Information Statement.

Prior to Vista Outdoor’s distribution of the shares of our common stock to its stockholders, Outdoor Products will undertake a series of internal transactions, following which Outdoor Products will hold, directly or through its subsidiaries, the businesses (collectively, the “Outdoor Products Business”) constituting Vista Outdoor’s current “Outdoor Products” reporting segment. These businesses design, develop, manufacture and distribute outdoor and lifestyle gear, equipment and apparel to enhance the outdoor experiences of hikers, campers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, golfers, anglers and hunters. We refer to this series of internal transactions, which is described in more detail under “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement,” beginning on page 140 of this Information Statement, as the “Internal Transactions.”

In this Information Statement, unless the context otherwise requires:

• “Outdoor Products,” “Company,” “we,” “our” and “us” refer to Outdoor Products Spinco Inc. and its combined subsidiaries after giving effect to the Spin-Off (as defined below);

• “Vista Outdoor” refers to Vista Outdoor Inc. and its consolidated subsidiaries other than, for all periods following the Spin-Off, Outdoor Products and its combined subsidiaries;

• the “Distribution” refers to the distribution by Vista Outdoor to its stockholders of all shares of our common stock;

• the “Distribution Date” refers to the date on which the Distribution occurs;

• the “Spin-Off” refers to the Distribution and related transactions pursuant to which we will be separated from Vista Outdoor;

• “Sporting Products” refers to the “Sporting Products” reporting segment of Vista Outdoor;

• “audited combined financial statements” refers to our audited historical combined financial statements, which are included elsewhere in this Information Statement;

• “unaudited condensed combined financial statements” refers to our unaudited historical condensed combined financial statements, which are included elsewhere in this Information Statement;

• “combined financial statements” refers collectively to our audited combined financial statements and our unaudited condensed combined financial statements; and

• acquisitions are considered “organic businesses” twelve months after acquisition.

Our Company

Outdoor Products is a leading platform of iconic consumer product brands that serve a diverse range of outdoor enthusiasts around the world. We design, develop, manufacture, source and distribute outdoor and lifestyle gear, equipment and apparel to enhance the experiences of hikers, campers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, golfers, anglers and hunters. Given our broad product offering across our diversified portfolio of outdoor brands, we believe that our business is well-positioned to continue to capture lifestyle shifts toward outdoor recreation.

We are headquartered in [                    ] and have manufacturing and distribution facilities in the U.S., Canada, Mexico and Puerto Rico along with international customer service, sales and sourcing operations in Asia and Europe. We have a robust global distribution network serving customers in over 100 countries.

We believe that over the past eight years, we have earned a reputation in the outdoor products industry as the acquirer of choice. We believe that founders and management of companies we acquire attribute value to our ability to provide operating

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expertise and resources on a scale that can significantly accelerate the growth of their companies. We work closely with founders and management throughout the due diligence process to understand their culture and goals for their business and then execute on a strategy designed to achieve their vision. This has led to many proprietary acquisition opportunities (by which we mean acquisition opportunities that are not offered to a wider potential acquirer group), with over 50% of our acquisitions since 2021 being proprietary in nature. Successful acquisitions and subsequent integrations we have completed include Foresight Sports, QuietKat, Stone Glacier, Fiber Energy Products, Camp Chef, CamelBak, Bell, Giro, Simms Fishing and Fox Racing. We believe that our M&A Center of Excellence, combined with our repeatable, sophisticated due diligence and integration model, will continue to provide us with a competitive advantage as we drive growth through identification and consummation of strategic acquisition opportunities.

Our brands are well known market leaders in their respective product categories. Many of our brands have a rich, long-standing heritage and connection to their core consumer markets, such as CamelBak, Bell, Giro, Camp Chef, Bushnell, Fox Racing and Simms Fishing. Our portfolio also includes newer, high-growth brands that are capturing changing consumer preferences and leading technological advances in their respective fields, such as our golf technology brand, Foresight Sports, our e-bike brand, QuietKat, and our back-country hunting gear, packs and apparel brand, Stone Glacier.

Our Reportable Segments and Verticals

• Performance Sports. Our Performance Sports reportable segment consists of our Golf vertical and our Outdoor Accessories vertical.

^○  Golf. Our Golf vertical is comprised of the Bushnell Golf and Foresight Sports brands. The primary Golf product lines include launch monitors, laser rangefinders, GPS devices, golf simulators and other technology products. The Bushnell Golf brand is #1 in GPS and rangefinders, and the Bushnell Golf and Foresight Sports brands, on a combined basis, are #2 in launch monitors.

^○  Outdoor Accessories. Our Outdoor Accessories vertical is comprised of 18 brands in the hunting and broader outdoor recreation space. Our market-leading brands in this vertical include Bushnell, Blackhawk, Champion, Gold Tip, Primos and RCBS. The primary Outdoor Accessories product lines include sport optics and archery and hunting accessories.

• Action Sports. Our Action Sports reportable segment consists of our Action Sports vertical.

^○  Action Sports. Our Action Sports vertical is comprised of the Bell, Blackburn, Copilot, Fox Racing, Giro, Krash!, QuietKat and Raskullz brands. The primary Action Sports product lines include e-bikes, helmets, goggles and accessories for cycling, snow sports, motocross and power sports. The Bell, Fox Racing and Giro brands, on a combined basis, are #1 in helmets, and the Giro brand is #2 in snow goggles and #2 in snow helmets.

• Outdoor Recreation. Our Outdoor Recreation category consists of our Hydration vertical, our Outdoor Cooking vertical, our Fishing vertical and our Technical Gear and Apparel vertical.

^○  Hydration. Our Hydration vertical is comprised of the CamelBak brand. The primary Hydration product lines include hydration packs, water bottles, drinkware and coolers. The CamelBak brand is #1 in bike and hike hydration packs and #1 in bike water bottles.

^○  Outdoor Cooking. Our Outdoor Cooking vertical is comprised of the Camp Chef and Fiber Energy Products brands. The primary Outdoor Cooking product lines include pellet grills, cookware, pellets and camp stoves. The Camp Chef brand is #2 in camp stoves and #4 in pellet grills.

^○ Fishing. Our newest vertical, Fishing, is comprised of the Simms Fishing brand. The primary Fishing product lines include waders, sportswear, outerwear, footwear and fishing tools and accessories. The Simms Fishing brand is #1 in waders for the independent retailer market and has a strong position as a premium angling brand.

^○ Technical Gear and Apparel. Our Technical Gear and Apparel vertical is comprised of the Stone Glacier brand. The primary Technical Gear and Apparel product lines include packs, camping equipment and technical apparel.

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Competitive Strengths

One of the Largest Portfolios in the Outdoor Products Space, Comprised of Iconic and Highly Sought-After Brands

Our portfolio includes iconic, market-leading brands and is one of the largest collections in the industry, consisting of 34 brands that design, manufacture and market outdoor products. We serve a broad and diverse range of consumers around the globe, including hikers, campers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, golfers, anglers and hunters. Many of our brands have a rich, long-standing heritage and connection to their core consumer markets, such as CamelBak, Bell, Giro, Camp Chef, Bushnell, Fox Racing and Simms Fishing. Our portfolio also includes newer, high-growth brands that are capturing changing consumer preferences and leading technological advances in their respective fields, such as our golf technology brand, Foresight Sports, our e-bike brand, QuietKat, and our back-country hunting gear, packs and apparel brand, Stone Glacier. We believe this diverse brand portfolio is a source of strength for our company and helps us maintain leading market share positions in multiple product categories, while also nimbly responding to changes in consumer preferences and technology.

Our operating model leverages our shared resources and Centers of Excellence (described below) across brands to achieve levels of performance that would be out of reach for any one brand on its own. To maintain the strength of our brands and drive revenue growth, we invest our shared resources in product innovation and seek to continuously improve the performance, quality and affordability of our products. Our scale and expertise allow us to provide our brands with top tier operational capabilities in digital marketing and e-commerce, supply chain management, distribution and customer support for our retail partners and end consumers. Furthermore, our scale enables us to leverage our cumulative consumer insights and achieve greater negotiating power with respect to vendors, suppliers and retailers to provide a competitive advantage to our brands.

Proven, Repeatable Acquisition and Integration Process

We focus on four main criteria when evaluating acquisition targets, which has allowed us to build and apply a consistent, repeatable acquisition and integration process:

1. Acquire in existing and adjacent spaces.

2. Acquire great brands that resonate with consumers.

3. Acquire businesses where we can add value and have a clear path to synergies.

4. Acquire businesses at attractive multiples that are accretive to our company valuation.

As part of Vista Outdoor, we have completed seven acquisitions since the end of calendar year 2020 to add scale, expand our addressable market and add new capabilities. Our M&A strategy follows a disciplined process in which we allocate capital to attractive markets and complementary brands to build upon our extensive portfolio and broaden our base of consumers. At the same time, we maintain a founder’s mentality in which we give brands the autonomy to continue running and growing their businesses while leveraging the shared resources of our Centers of Excellence. Focusing on companies operating in existing and adjacent spaces ensures our ability to efficiently integrate new brands into our portfolio and enables rapid scaling by leveraging common systems, pre-existing consumer insights and competitive knowledge to improve performance and achieve synergies among our businesses. Moving forward, we expect that these learned skills and capabilities will continue to be a key differentiator for Outdoor Products. Set forth below are illustrative examples of how we have applied our corporate operating expertise to several recently acquired companies.

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Date Acquired:	September 28, 2021	August 5, 2022	August 22, 2022
How did Outdoor Products add expertise?	•  Invested heavily in talent (e.g., engineering, finance and procurement) •  Leveraged Supply Chain CoE to ensure supply continuity •  Implemented tailored operational enhancement plan	•  Utilized Supply Chain CoE to reduce facility footprints, build stronger strategic relationships with suppliers and consolidate contracts •  Consolidated back office while combining teams to fuel innovation	•  Engaged with leadership at other Vista Outdoor brands to improve go-to-market sales process •  Assistance from the Supply Chain CoE improved currency and other costs
What were the results?	•  Well-positioned to become a sizeable golf technology business based on sales •  Meaningful go-to-market synergies with Bushnell Golf business	•  Achieved economies of scale and meaningful back office and go-to-market synergies •  Enhanced collaboration and creativity while investing to strengthen our brands for more impact	•  Enhanced clarity and desired outcomes of the go-to-market strategy •  Meaningful reduction to cost of goods sold in fiscal year 2023 to support gross margin improvements

Culture of Innovation Drives Robust New Product Pipeline

In the highly competitive businesses in which we operate, new product innovation is critical to our brands’ success. Our scale and shared resources allow us to continue to invest in new product innovation at all points in the economic cycle. We employ approximately 125 dedicated design and product development professionals across our brands. By applying our engineering and manufacturing expertise, we have been able to bring new and innovative products to market that maintain product differentiation, deliver improved margins and meet the demanding requirements of our enthusiast consumers. Recent examples of our innovative, market-leading products include:

• Stone Glacier, a leading manufacturer of premium outdoor equipment, recently announced its complete, systematic line of technical gloves and mittens. The brand’s versatile lineup includes its Chinook Merino Gloves, Mirka Gloves, Graupel Fleece Gloves, Altimeter Gloves and Altimeter Mitts – providing comfort through dexterity in varying backcountry conditions.

• Bushnell, an industry leader in performance optics, released the Fusion X Rangefinding Binoculars and Prime 1800 Laser Rangefinder, both featuring ActivSync technology that automatically transitions readouts from black to red depending on lighting conditions. Last year, Bushnell also introduced the Broadhead Laser Rangefinder, the most accurate consumer grade rangefinder on the market with 0.3-yard accuracy out to 150 yards.

• QuietKat, a leader in innovation within the off-road e-bike industry, introduced a brand new e-bike model, the Lynx. The Lynx represents the latest in full-suspension electric bicycles with an innovative design that pushes the envelope of style and high-performance for the brand. The Lynx establishes a new category for QuietKat, as it takes its proven off-road capabilities and blends it with a café moto style in a fun and powerful ride that is aimed at the discerning user who demands the latest technology and a premium ride. Able to tear up the road in style, then go further when the pavement ends, the Lynx is a fully capable off-road technical machine that can tackle the roughest terrain.

• Fox Racing, a leader in motocross industry and a growing brand in the mountain bike category, has entered the mountain bike shoe category with the launch of the Union shoes series. With this offering, Fox Racing now provides mountain bike and motocross riders offerings for head-to-toe protection and apparel. From world champions to everyday trailblazers, the new Union shoes deliver a real connection to the bike with grip, durability and superb fit offered across all three versions to suit multiple ride styles and rider needs.

• CamelBak recently launched new and redesigned hiking hydration packs as part of its Spring 2023 collection. These models include the all-new Fourteener collection, a fully redesigned Octane 22 and two new sizes in the Octane family. The new and redesigned hydration packs blend technical features with premium materials to provide hikers with a range of size options and styles suitable for any environment and length of day hike.

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• For avid golfers, Bushnell Golf has continued to build off the success of the previous generation of products and revolutionize golf laser rangefinders with the feature rich Pro X3. The Pro X3 has taken our best-performing rangefinder and taken it to the next level, offering accuracy and performance unmatched by other laser rangefinders. The Pro X3 also features a new, patent-pending Locking Slope-Switch, significantly reducing the user’s risk of accidentally putting the unit into Slope mode during tournament play. The Pro X3 is our most advanced and best performing rangefinder to date and is the model preferred and used by many PGA Tour players.

Centers of Excellence Provide Significant Scale Advantage

We have developed a methodical approach to sharing our expertise in supply chain, e-commerce and M&A, which we refer to as our Centers of Excellence, across our verticals. Our Centers of Excellence provide our brands with significant shared resources that can be leveraged to drive growth in revenue and profitability, including expertise in sourcing, global distribution, enhanced purchasing power, sophisticated e-commerce systems, advanced analytics and a proven M&A playbook. We believe that our Centers of Excellence enable us to manufacture and distribute products in a more efficient and strategic manner than our competitors. Additionally, our Centers of Excellence enable our brands to dedicate a greater portion of their time to creating new, innovative products for consumers and better experiences for customers, enabling us to better serve their needs and capture market share. With our Centers of Excellence, we have the ability to realize the full potential of the businesses we acquire. This has become a compelling aspect of our value proposition, which has positioned us as the acquirer of choice in the outdoor industry. As we invest in our business and acquire more brands, the power of our Centers of Excellence will continue to grow as we scale and build on these competencies, driving further operating leverage.

Integrated supply chain management is a core focus of our company. We source finished product both domestically and internationally for global distribution and have teams of local sourcing and quality assurance experts on the ground where our largest suppliers are located. We continuously seek to improve our vendor base as well as our in-country support and oversight, and through our integrated supply chain management process, we seek to provide year-over-year reductions in product costs. We believe the scope and scale of our sourcing network would be difficult for many of our competitors to replicate. As a result of the COVID-19 pandemic, supply chain interruption impacted our company beginning in 2020. Our team worked to mitigate these impacts including by increasing output from our current suppliers and identifying alternatives. As of 2023, this risk has largely been abated and we do not expect supply chain issues to have a material impact in the near future.

Our supply chain and logistics infrastructure gives us the ability to serve a broad array of wholesale and retail customers, many of whom rely on us for services such as category management, marketing campaigns, merchandising and inventory replenishment. We believe our strong wholesale and retail relationships and diverse product offering provide us with a unique competitive advantage.

E-commerce has been a focus of our business, and we have gained meaningful traction with our various initiatives. We have found that e-commerce not only enables us to achieve higher margins, but also benefits the customer by providing the convenience of accessing our full portfolio of products wherever and whenever they want to shop.

We maintain strong relationships with our retail partners based on trust and professionalism. Our long-standing commitment to our customers, diverse product offering and focus on profitability for both our company and our retail partners have enabled us to gain shelf space and secure premium placement of our products at many major retailers. Our management team interfaces directly with the executives of many of our top retail partners to ensure we are delivering the products our retailers need to meet the demands of the end consumer in the most efficient and profitable manner possible. Furthermore, we believe our scale allows us to leverage our resources to efficiently and profitably service our largest retail customers. For example, we work with our key retail customers to develop marketing and advertising campaigns, provide inventory replenishment support and organize product category merchandising plans.

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Visionary and Experienced Management Team

We have a highly experienced and proven management team that drives accountability and discipline throughout our organization, resulting in successful execution of the Company’s strategy.

We pride ourselves on our culture and our people. We are committed to upholding a diverse and inclusive work environment with meaningful opportunities for career development and leadership roles.

Robust Strategy for Continued Growth

Our strategy focuses on five strategic pillars that we believe will deliver sustainable and profitable growth, solidifying our position as the outdoor recreation market leader.

• Talent and Culture: Invest in talent and foster our culture of agility, efficiency and innovation.

• Organic Growth: Identify and capture opportunities for organic growth and market share expansion by:

^○  allocating capital to our brands to aid in their development of new and innovative products that serve the needs and preferences of their core consumers while also expanding product offerings to new end markets and consumers;

^○  leveraging and expanding our distribution channels to increase the commercial presence of all of our brands and efficiently deliver product to meet consumer demand;

^○  utilizing our differentiated knowledge and expertise from our E-commerce Center of Excellence to help brands grow quickly and scale the business faster than they are able to alone; and

^○  expanding our presence internationally by leveraging our existing footprint to capture additional geographies, markets and consumers.

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• Centers of Excellence: Leverage our shared resources, expertise and scale to achieve a level of excellence that would be out of reach for our individual brands, with a focus on:

^○  operational excellence to improve margins, supply chain resiliency and agility;

^○  e-commerce, direct-to-consumer and digital marketing capabilities; and

^○  acquisition target relationships and selection, deal execution and integration.

• Acquisitions: Acquire complementary businesses in the highly fragmented outdoor recreation products market and deploy our shared resources and expertise to accelerate their growth and profitability.

• Capital Allocation:

^○  Maintain a healthy balance sheet, strong margins and robust cash flow generation to provide financial flexibility and enable us to thrive and grow at all points in the market demand cycle.

^○  Dynamic process based on rigorous analysis that prioritizes long-term returns for our stockholders through:

• organic growth opportunities;

• opportunistic share repurchases when valuation is highly attractive; and

• selective acquisitions at attractive multiples that are accretive to our company valuation and that have achievable and tangible synergies.

Risk Factors

Ownership of Outdoor Products common stock is subject to numerous risks, including risks relating to the Spin-Off. The following list of risk factors is not exhaustive. Please read the information in the section entitled “Risk Factors” beginning on page 30 of this Information Statement for a more thorough description of these and other risks.

Risks Relating to Our Business

• We may not be able to successfully implement the acquisition component of our growth strategy, particularly if we are unable to raise the capital necessary to finance acquisitions.

• General economic conditions may adversely affect our business, results of operations and financial condition, including by creating the potential for future impairments of goodwill and other intangible and long-lived assets.

• Significant supplier capacity constraints, supplier production disruptions, supplier quality issues or price increases could increase our operating costs and adversely impact the competitive positions of our products.

• Shortages of, and price increases for, labor, components, parts and other supplies, as well as commodities used in the manufacturing and distribution of our products, may delay or reduce our sales and increase our costs, thereby harming our results of operations.

• Our business could be adversely impacted by inflation and rising interest rates.

• Seasonality and weather conditions may cause our results of operations to vary from quarter to quarter.

• Our revenues and results of operations may fluctuate unexpectedly from quarter-to-quarter, which may cause our stock price to decline.

• Goodwill and intangible assets represent a significant portion of our total assets, and any impairment of these assets could negatively impact our results of operations and parent company equity.

• Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products.

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• A disruption or a significant increase in the cost of our primary delivery and shipping services for our products and component parts or a significant disruption at shipping ports could have a negative impact on our business.

• Failure to attract and retain key personnel could have an adverse effect on our results of operations.

• Our sales are highly dependent on purchases by several large customers, and we may be adversely affected by the loss of, or any significant decline in sales to, one or more of these customers.

• Insolvency, credit problems or other financial difficulties that could confront our retailers or distributors could expose us to financial risk.

• Competition in our industry may hinder our ability to execute our business strategy, maintain profitability or maintain relationships with existing customers.

• Our success depends upon our ability to introduce new compelling products into the marketplace and respond to customer preferences.

• An inability to expand our e-commerce business could reduce our future growth.

• Our business is highly dependent upon our brand recognition and reputation, and the failure to maintain or enhance our brand recognition or reputation would likely have an adverse effect on our business.

• We manufacture, source and sell products that create exposure to potential product liability, warranty liability or personal injury claims and litigation.

Risks Relating to the Spin-Off

• We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off, which could materially adversely affect our business, financial condition and results of operations.

• If the Distribution does not qualify as a transaction that is tax-free for U.S. federal income tax purposes, Vista Outdoor or holders of Vista Outdoor common stock who receive shares of Outdoor Products common stock in connection with the Spin-Off could be subject to significant tax liability.

• We could have an indemnification obligation to Vista Outdoor if the Distribution were determined not to qualify for non-recognition treatment for U.S. federal income tax purposes, which could materially adversely affect our business, financial condition and results of operations.

• We intend to agree to numerous restrictions to preserve the non-recognition treatment of the Distribution, which may reduce our strategic and operating flexibility.

• We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent, publicly-traded company, and we may experience increased costs after the Spin-Off.

Risks Relating to Our Common Stock

• No market for our common stock currently exists, and an active trading market may not develop or be sustained after the Spin-Off. Following the Spin-Off our stock price may fluctuate significantly.

• Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline.

• We do not anticipate paying any dividends on our common stock for the foreseeable future, and as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

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The Spin-Off

Background

On May 5, 2022, Vista Outdoor announced that its Board of Directors, which we refer to as the “Vista Outdoor Board,” approved preparations for the separation of Vista Outdoor’s Outdoor Products and Sporting Products segments into two independent, publicly-traded companies via a spin-off of the Outdoor Products segment.

To effect the separation, first, Vista Outdoor will undertake the Internal Transactions described under the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement” beginning on page 140 of this Information Statement. Vista Outdoor will subsequently distribute all of Outdoor Products’s common stock to Vista Outdoor stockholders, and Outdoor Products, holding the Outdoor Products Business, will become an independent, publicly-traded company.

Prior to completion of the Spin-Off, we intend to enter into a Separation and Distribution Agreement and several other agreements with Vista Outdoor related to the Spin-Off. These agreements will govern the relationship between Vista Outdoor and us up to and after completion of the Spin-Off and allocate between Vista Outdoor and us various assets, liabilities and obligations, including those related to employees and compensation and benefits plans and programs and tax-related assets and liabilities. See the section entitled “Certain Relationships and Related-Party Transactions” beginning on page 140 of this Information Statement for more detail. No approval of Vista Outdoor stockholders is required in connection with the Spin-Off, and Vista Outdoor stockholders will not have any appraisal rights in connection with the Spin-Off.

Completion of the Spin-Off is subject to the satisfaction, or the waiver by the Vista Outdoor Board, of a number of conditions. If the Vista Outdoor Board waives any condition prior to the effectiveness of the Registration Statement on Form 10 of which this Information Statement is a part, and the result of such waiver is material to Vista Outdoor stockholders, we will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the Vista Outdoor Board waives a condition after the Registration Statement on Form 10 of which this Information Statement is a part becomes effective and such waiver is material to Vista Outdoor stockholders, we will file a Current Report on Form 8-K describing the change. In addition, Vista Outdoor has the right not to complete the Spin-Off if, at any time, the Vista Outdoor Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Vista Outdoor or its stockholders, or is otherwise not advisable. See the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 62 of this Information Statement for more detail.

Reasons for the Spin-Off

A wide variety of factors were considered by the Vista Outdoor Board in evaluating the Spin-Off. Among other things, the Vista Outdoor Board considered a number of potential benefits of the Spin-Off, including:

• Enhanced strategic focus with supporting resources. Enhanced strategic focus with resources to support each company’s specific operational needs and growth drivers.

• Tailored capital allocation priorities. Tailored capital allocation philosophies that are better suited to support each company’s distinctive business model and long-term goals.

• Strengthened ability to attract and retain top talent. Enhanced ability to attract and retain top talent that is ideally suited to execute each company’s strategic and operational objectives.

• Compelling value for stockholders. Differentiated and compelling investment opportunity based on each company’s particular business model. Vista Outdoor anticipates that, as separate, independent companies, Outdoor Products and Sporting Products will each be better positioned to be more appropriately valued by the market.

• Expanded strategic opportunities. Improved focus will allow Outdoor Products to further cement its reputation as the acquirer of choice through continued M&A in the outdoor recreation products marketplace and enable Sporting Products to secure attractive partnerships with other manufacturers.

The Vista Outdoor Board also considered potential risks associated with the Spin-Off. Following an in-depth analysis of the potential benefits and risks relating to the Spin-Off, the Vista Outdoor Board determined that the Spin-Off provided the best

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opportunity to enhance stockholder value. Neither Vista Outdoor nor Outdoor Products can assure you that, following the Spin-Off, any of the benefits described above or otherwise will be realized to the extent anticipated or at all. For additional information, see the sections entitled “Risk Factors” and “The Spin-Off—Reasons for the Spin-Off” beginning on pages 30 and 54, respectively, of this Information Statement.

Outdoor Products Indebtedness

In connection with the Spin-Off, Outdoor Products expects to enter into a revolving credit facility. Information regarding Outdoor Products’s indebtedness following the Spin-Off will be provided in a subsequent amendment to this Information Statement.

Other Information

We are a Delaware corporation. Our principal executive offices are located at [                    ]. Our telephone number is [                    ]. Our website address is [                    ]. Information contained on, or connected to, our website or Vista Outdoor’s website does not and will not constitute part of this Information Statement or the Registration Statement on Form 10 of which this Information Statement is a part, or any other filings with, or any information furnished or submitted to, the Securities and Exchange Commission, which we refer to as the “SEC.”

Reasons for Furnishing This Information Statement

We are furnishing this Information Statement solely to provide information to Vista Outdoor stockholders who will receive shares of our common stock in the Distribution. Vista Outdoor stockholders are not required to vote on the Distribution. Therefore, you are not being asked for a proxy and you are not required to send a proxy to Vista Outdoor. You do not need to pay any consideration, exchange or surrender your existing shares of Vista Outdoor common stock or take any other action to receive your shares of Outdoor Products common stock. You should not construe this Information Statement as an inducement or encouragement to buy, hold or sell any of our securities or any securities of Vista Outdoor. We believe that the information contained in this Information Statement is accurate as of the date set forth on the cover. Changes to the information contained in this Information Statement may occur after that date, and neither we nor Vista Outdoor undertakes any obligation to update the information except in the normal course of our and Vista Outdoor’s respective public disclosure obligations and practices.

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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

The following provides only a summary of certain information regarding the Spin-Off. You should read this Information Statement in its entirety for a more detailed description of the matters described below.

Q: Why am I receiving this Information Statement?

A: Vista Outdoor is making this Information Statement available to you because you are a holder of shares of Vista Outdoor common stock. If you are a holder of shares of Vista Outdoor common stock as of the Record Date (as defined below), for every one share of Vista Outdoor common stock that you hold as of the Record Date, you will be entitled to receive one share of Outdoor Products common stock. This Information Statement will help you understand how the Spin-Off will affect your post-Distribution ownership in Vista Outdoor and Outdoor Products.

Q: What is the Spin-Off?

A: The Spin-Off is the method by which we will separate from Vista Outdoor. In the Spin-Off, Vista Outdoor will distribute to its stockholders all the outstanding shares of our common stock in a transaction, which we refer to as the “Distribution.” Following the Spin-Off, we will be an independent, publicly-traded company, and Vista Outdoor will not retain any ownership interest in us. Vista Outdoor will be renamed The Kinetic Group, Inc. and continue as an independent, publicly-traded company primarily focused on its Sporting Products business, and its common stock will trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “HUNT”.

Q: Will the number of Vista Outdoor shares I own change as a result of the Spin-Off?

A: No, the number of shares of Vista Outdoor common stock you own will not change as a result of the Spin-Off.

Q: What are the reasons for the Spin-Off?

A: A wide variety of factors were considered by the Vista Outdoor Board in evaluating the Spin-Off. Among other things, the Vista Outdoor Board considered a number of potential benefits of the Spin-Off, including:

• Enhanced strategic focus with supporting resources. Enhanced strategic focus with resources to support each company’s specific operational needs and growth drivers.

• Tailored capital allocation priorities. Tailored capital allocation philosophies that are better suited to support each company’s distinctive business model and long-term goals.

• Strengthened ability to attract and retain top talent. Enhanced ability to attract and retain top talent that is ideally suited to execute each company’s strategic and operational objectives.

• Compelling value for stockholders. Differentiated and compelling investment opportunity based on each company’s particular business model. Vista Outdoor anticipates that, as separate, independent companies, Outdoor Products and Sporting Products will each be better positioned to be more appropriately valued by the market.

• Expanded strategic opportunities. Improved focus will allow Outdoor Products to further cement its reputation as the acquirer of choice through continued M&A in the outdoor recreation products marketplace and enable Sporting Products to secure attractive partnerships with other manufacturers.

The Vista Outdoor Board also considered potential risks associated with the Spin-Off. After an in-depth analysis of the potential benefits and risks relating to the Spin-Off, the Vista Outdoor Board determined that the Spin-Off provided the best opportunity to enhance stockholder value. Neither Vista Outdoor nor Outdoor Products can assure you that, following the Spin-Off, any of the benefits described above or otherwise will be realized to the extent anticipated or at all. For additional information, see the sections entitled “Risk Factors” and “The Spin-Off—Reasons for the Spin-Off” beginning on pages 30 and 54, respectively, of this Information Statement.

Q: Why is the separation of Outdoor Products structured as a spin-off?

A: Vista Outdoor believes that a tax-free distribution of our shares is the most efficient way to separate our business from Vista Outdoor in a manner that will achieve the benefits that the Vista Outdoor Board considered in evaluating the Spin-Off.

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Q: What will I receive in the Spin-Off in respect of my shares of Vista Outdoor common stock?

A: As a holder of Vista Outdoor common stock, for every one share of Vista Outdoor common stock you hold on the Record Date, you will receive a dividend of one share of Outdoor Products common stock. The distribution agent will distribute only whole shares of our common stock in the Spin-Off. See “—How will fractional shares be treated in the Distribution?” beginning on page 16 of this Information Statement for more information on the treatment of the fractional shares you may be entitled to receive in the Distribution. Your proportionate interest in Vista Outdoor will not change as a result of the Spin-Off.

Q: What is being distributed in the Spin-Off?

A: Vista Outdoor will distribute approximately 57,997,650 shares of our common stock in the Spin-Off, based on the approximately 57,997,650 shares of Vista Outdoor common stock outstanding as of June 25, 2023. The actual number of shares of our common stock that Vista Outdoor will distribute will depend on the total number of shares of Vista Outdoor common stock outstanding on the Record Date. The shares of our common stock that Vista Outdoor distributes will constitute all of the issued and outstanding shares of our common stock immediately prior to the Distribution. For more information on the shares being distributed in the Spin-Off, see the section entitled “Description of Our Capital Stock—Common Stock” beginning on page 146 of this Information Statement.

Q: What is the record date for the Distribution?

A: Vista Outdoor will determine record ownership as of the close of business on [                    ], 202[    ], which we refer to as the “Record Date.”

Q: When will the Distribution occur?

A: The Distribution will be effective as of 12:01 a.m., New York City time, on [                    ], 202[    ], which we refer to as the “Distribution Date.” On or shortly after the Distribution Date, the whole shares of our common stock will be credited in book-entry accounts for Vista Outdoor stockholders entitled to receive the shares in the Distribution. See “—How will Vista Outdoor distribute shares of our common stock?” beginning on page 16 of this Information Statement for more information on how to access your book-entry account or your bank, brokerage or other account holding the Outdoor Products common stock you receive in the Distribution on and following the Distribution Date.

Q: What do I have to do to participate in the Distribution?

A: All holders of Vista Outdoor common stock as of the Record Date will participate in the Distribution. You are not required to take any action in order to participate, but we urge you to read this Information Statement carefully. Holders of Vista Outdoor common stock on the Record Date will not need to pay any cash or deliver any other consideration, including any shares of Vista Outdoor common stock, in order to receive shares of our common stock in the Distribution. In addition, no stockholder approval of the Distribution is required. We are not asking you for a vote and request that you do not send us a proxy card.

Q: If I sell my shares of Vista Outdoor common stock before the Distribution Date, will I still be entitled to receive shares of Outdoor Products common stock in the Distribution?

A: If you sell your shares of Vista Outdoor common stock before the Record Date, you will not be entitled to receive shares of Outdoor Products common stock in the Distribution. If you hold shares of Vista Outdoor common stock on the Record Date and decide to sell them before the Distribution Date, you may be able to choose to sell your Vista Outdoor common stock with or without your entitlement to the Outdoor Products common stock to be distributed in the Spin-Off. You are encouraged to consult with your bank, broker or other nominee, as applicable, and your financial advisor regarding your options and the specific implications of selling your shares of Vista Outdoor common stock prior to or on the Distribution Date. See the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 61 of this Information Statement for more information.

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Q: Is the completion of the Spin-Off subject to the satisfaction or waiver of any conditions?

A: Yes, the completion of the Spin-Off is subject to the satisfaction, or the Vista Outdoor Board’s waiver, of the following conditions:

• the Vista Outdoor Board shall have authorized and approved the Internal Transactions (as described in the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement” beginning on page 140 of this Information Statement) and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of our common stock to Vista Outdoor stockholders;

• the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party to those agreements;

• our common stock shall have been accepted for listing on the NYSE or another national securities exchange approved by Vista Outdoor, subject to official notice of issuance;

• the SEC shall have declared effective our Registration Statement on Form 10 of which this Information Statement is a part under the Exchange Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

• Vista Outdoor shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect, that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, warranties and covenants, the Distribution will qualify as a distribution to which Section 355 and Section 361 of the Internal Revenue Code apply;

• the Vista Outdoor Board shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of Vista Outdoor prior to the Spin-Off and each of Vista Outdoor and Outdoor Products after the consummation of the Spin-Off;

• the Internal Transactions, including any related debt financing, shall have been completed;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of Vista Outdoor shall have occurred or failed to occur that prevents the consummation of the Distribution;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the Vista Outdoor Board, makes it inadvisable to effect the Spin-Off and other related transactions;

• prior to the Distribution Date, notice of Internet availability of this Information Statement or this Information Statement shall have been mailed to the holders of Vista Outdoor common stock as of the Record Date;

• Vista Outdoor shall have duly elected as members of our post-Distribution Board of Directors the individuals listed in this Information Statement, and such individuals shall be the members of our Board of Directors, which we refer to as the “Board,” immediately after the Distribution; and

• immediately prior to the Distribution Date, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Registration Statement on Form 10 of which this Information Statement is a part, shall be in effect.

Vista Outdoor and Outdoor Products cannot assure you that any or all of these conditions will be met, or that the Distribution will be consummated even if all of the conditions are met. Vista Outdoor may at any time prior to the Distribution Date decide to abandon the Distribution or modify or change the terms of the Distribution. If the Vista Outdoor Board waives any condition prior to the effectiveness of the Registration Statement on Form 10 of which this Information Statement is a part, and the result of such waiver is material to Vista Outdoor stockholders, we will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the Vista Outdoor Board waives a condition after the Registration Statement on Form 10 of which this Information

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Statement is a part becomes effective and such waiver is material to Vista Outdoor stockholders, we will file a Current Report on Form 8-K describing the change. For a complete discussion of all of the conditions to the Distribution, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 62 of this Information Statement.

Q: Can Vista Outdoor decide to cancel the Distribution even if all the conditions have been satisfied?

A: Yes. The Vista Outdoor Board may, in its sole discretion and at any time prior to the Distribution Date, decide to terminate or abandon the Distribution even if all the conditions to the Distribution have been satisfied if the Vista Outdoor Board determines that the Distribution is not in the best interests of Vista Outdoor or its stockholders or is otherwise not advisable. For a more detailed description, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 62 of this Information Statement.

Q: How will Vista Outdoor distribute shares of our common stock?

A: Registered stockholders: If you are a registered stockholder (meaning you own your shares of Vista Outdoor common stock directly through Vista Outdoor’s transfer agent, Computershare Trust Company, N.A., which we refer to as “Computershare”), our distribution agent will credit the whole shares of our common stock you receive in the Distribution to a new book-entry account with our transfer agent, Computershare, on or shortly after the Distribution Date. Our distribution agent will mail you a book-entry account statement that reflects the number of whole shares of our common stock you own. You will be able to access information regarding your book-entry account holding the Outdoor Products shares at www-us.computershare.com/investor or by calling 1-800-736-3001, option 1 (U.S.) 1-781-575-3100, option 1 (non-U.S.).

“Street name” or beneficial stockholders: If you own your shares of Vista Outdoor common stock beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our common stock you receive in the Distribution on or shortly after the Distribution Date. Please contact your bank, broker or other nominee for further information about your account.

We will not issue any physical stock certificates to any stockholders, even if requested. See the section entitled “The Spin-Off—When and How You Will Receive Outdoor Products Shares” beginning on page 56 of this Information Statement for a more detailed explanation.

Q: How will fractional shares be treated in the Distribution?

A: The distribution agent will not distribute any fractional shares of our common stock in connection with the Spin-Off. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of Vista Outdoor stockholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). We anticipate that the distribution agent will make these sales in the “when-issued” market, and “when-issued” trades will generally settle within two trading days following the Distribution. See “—How will Outdoor Products common stock trade?” beginning on page 17 of this Information Statement for additional information regarding “when-issued” trading and the section entitled “The Spin-Off—Treatment of Fractional Shares” beginning on page 56 of this Information Statement for a more detailed explanation of the treatment of fractional shares. The distribution agent will, in its sole discretion, without any influence by Vista Outdoor or us, determine precisely when, how, through which broker-dealer and at what price to sell the whole shares of Outdoor Products common stock. The distribution agent is not, and any broker-dealer used by the distribution agent will not be, an affiliate of either Vista Outdoor or us.

Q: What are the U.S. federal income tax consequences to me of the Distribution?

A: For U.S. federal income tax purposes, no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder (as defined in the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 58 of this Information Statement) as a result of the Distribution, except with respect to any cash received by Vista Outdoor stockholders in lieu of fractional shares. After the Distribution, Vista Outdoor stockholders generally will allocate their aggregate tax basis in their Vista Outdoor common stock held immediately before the Distribution between their Vista Outdoor common stock and our common stock in proportion to their relative fair market values on the date of the Distribution (subject to certain adjustments). See the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 58 of this Information Statement for more information regarding the potential tax consequences to you of the Spin-Off.

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We urge you to consult your tax advisor as to the specific tax consequences of the Distribution to you, including the effect of any U.S. federal, state, local or foreign tax laws and of changes in applicable tax laws.

Q: Does Outdoor Products intend to pay cash dividends?

A: We intend to retain future earnings for use in the operation of our business and to fund future growth, including through acquisitions. We do not anticipate paying any dividends on our common stock for the foreseeable future. See the section entitled “Dividend Policy” beginning on page 64 of this Information Statement for more information.

Q: Will Outdoor Products incur any debt prior to or at the time of the Distribution?

A: In connection with the Spin-Off, Outdoor Products expects to enter into a revolving credit facility. See the section entitled “Description of Our Indebtedness” beginning on page 145 of this Information Statement for more detail. Additional information regarding Outdoor Products’s indebtedness following the Spin-Off will be provided in a subsequent amendment to this Information Statement.

Q: How will Outdoor Products common stock trade?

A: Currently, there is no public market for our common stock. We intend to list our common stock on the NYSE under the ticker symbol “[                    ].”

We anticipate that trading in our common stock will begin on a “when-issued” basis shortly before the Distribution Date and will continue up to but not including the Distribution Date. “When-issued” trading in the context of a spin-off refers to a sale or purchase made conditionally before the Distribution Date because the securities of the spun-off entity have not yet been distributed. “When-issued” trades generally settle within two trading days after the Distribution. On the Distribution Date, any “when-issued” trading of our common stock will end and “regular-way” trading will begin. “Regular-way” trading refers to trading after the security has been distributed and typically involves a trade that settles on the second full trading day following the date of the trade. See the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 61 of this Information Statement for more information. We cannot predict the trading prices for our common stock before, on or after the Distribution Date.

Q: What will happen to the listing of Vista Outdoor common stock?

A: Following the Distribution, Vista Outdoor will be renamed The Kinetic Group, Inc., and its common stock will trade on the NYSE under the ticker symbol “HUNT”.

Q: Will the Spin-Off affect the trading price of my Vista Outdoor common stock?

A: We expect the trading price of shares of Vista Outdoor common stock immediately following the Distribution to be lower than the trading price immediately prior to the Distribution because the trading price will no longer reflect the value of the Outdoor Products Business. Furthermore, until the market has fully analyzed the value of Vista Outdoor without the Outdoor Products Business, the trading price of shares of Vista Outdoor common stock may fluctuate and result in a higher volatility in stock price. We cannot assure you that, following the Distribution, the combined trading prices of the Vista Outdoor common stock and the Outdoor Products common stock will equal or exceed what the trading price of Vista Outdoor common stock would have been in the absence of the Spin-Off.

It is possible that after the Spin-Off, the combined equity value of Vista Outdoor and Outdoor Products will be less than Vista Outdoor’s equity value before the Spin-Off.

Q: What will happen to Vista Outdoor equity-based awards in connection with the Spin-Off?

A: We expect that outstanding equity awards held by Outdoor Products employees and non-employee directors immediately following the Spin-Off will be treated as follows at the time of the Spin-Off:

Restricted Stock Unit Awards Held by Outdoor Products Employees. We expect that each Vista Outdoor restricted stock unit award held on the Distribution Date by any employee of Outdoor Products immediately following the Spin-Off (an

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“Outdoor Products Employee Holder”) will convert into an Outdoor Products restricted stock unit award (a “Substitute RSU Award”) in a manner that preserves the fair value of the award following the Spin-Off. After the Spin-Off, the Substitute RSU Award will be subject to substantially the same terms and conditions as the original Vista Outdoor restricted stock unit award to which it relates, except that the vesting of the award will be based on continued service with Outdoor Products.

Performance-Based Restricted Stock Unit Awards. We expect that each Vista Outdoor performance-based restricted stock unit award that is held on the Distribution Date by an Outdoor Products Employee Holder, other than each Specified Vista Outdoor PSU Award (as defined below), will convert into a Substitute RSU Award, with performance conditions deemed achieved as of the Distribution Date, as applicable, at (i) 100% of target performance, in respect of fiscal years 2022-2024 and 2024-2026 awards and (ii) 33.33% of target performance, in respect of fiscal years 2023-2025 awards. After the Spin-Off, the Substitute RSU Award will be subject to substantially the same terms and conditions as the original Vista Outdoor performance-based restricted stock unit award to which it relates, except as provided above, and the vesting of the award will be based on continued service with Outdoor Products.

We expect that each of certain Vista Outdoor performance-based restricted stock unit awards (“Specified Vista Outdoor PSU Awards”) will be converted into an Outdoor Products performance-based restricted stock unit award (a “Substitute Outdoor Products PSU Award”) in a manner that preserves the fair value of the target Specified Vista Outdoor PSU Award following the Spin-Off. After the Spin-Off, the Substitute Outdoor Products PSU Award will be subject to substantially the same terms and conditions as the Specified Vista Outdoor PSU Award to which it relates.

Stock Option Awards. We expect that each Vista Outdoor stock option award that is held on the Distribution Date by an Outdoor Products Employee Holder will convert into an Outdoor Products stock option award in a manner that preserves the fair value of the award following the Spin-Off. After the Spin-Off, the Outdoor Products stock option award will be subject to substantially the same terms and conditions as the original Vista Outdoor stock option award to which it relates, except that the vesting of the award will be based on continued service with Outdoor Products.

Deferred Stock Unit Awards and Restricted Stock Unit Awards Held by Non-Employee Directors. We expect that each Vista Outdoor deferred stock unit award held by a non-employee director of Vista Outdoor on the Distribution Date will convert into an award in respect of both shares of Vista Outdoor common stock and shares of Outdoor Products common stock. The number of shares of Vista Outdoor common stock subject to each post-Spin-Off Vista Outdoor award will continue to be the same as the number subject to the award prior to the Spin-Off. The number of shares of Outdoor Products common stock subject to the Outdoor Products deferred stock unit award or Substitute RSU Award, as applicable, will be determined based on a conversion ratio that preserves the fair value of the award following the Spin-Off. After the Spin-Off, the Outdoor Products deferred stock unit award and Substitute RSU Award will be subject to substantially the same terms and conditions as the original Vista Outdoor award to which it relates. Solely for purposes of such awards, following the Spin-Off, (i) service to Outdoor Products will be treated as service to Vista Outdoor and (ii) service to Vista Outdoor will be treated as service to Outdoor Products.

For additional information on the treatment of Vista Outdoor’s equity-based awards in the Spin-Off, see the section entitled “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 57 of this Information Statement.

Q: What will Outdoor Products’s relationship be with Vista Outdoor following the Spin-Off?

A: Following the Distribution, Outdoor Products and Vista Outdoor will be separate companies with separate management teams and separate boards of directors, and Vista Outdoor will not own any shares of our common stock. Outdoor Products will enter into a Separation and Distribution Agreement with Vista Outdoor to effect the separation and provide a framework for the relationship between Outdoor Products and Vista Outdoor after the Spin-Off, and will enter into certain other agreements, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement. These agreements will allocate between Outdoor Products and Vista Outdoor the assets, employees, liabilities and obligations of Vista Outdoor and its subsidiaries attributable to periods prior to, at and after the Distribution, provide for certain services to be delivered on a transitional basis and govern the relationship between Outdoor Products and Vista Outdoor following the Spin-Off. In addition to the aforementioned agreements, we are also currently party to, or intend to enter into, various other agreements with Vista Outdoor and its subsidiaries that are intended to continue post-Distribution subject to their existing terms or terms and conditions to be negotiated and agreed to, and we do not consider these agreements to be material to Outdoor Products and its subsidiaries. For additional information regarding the Separation

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and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement and Employee Matters Agreement, see the sections entitled “Risk Factors—Risks Relating to the Spin-Off” and “Certain Relationships and Related-Party Transactions” beginning on pages 43 and 140, respectively, of this Information Statement.

Q: Who will manage Outdoor Products following the Spin-Off?

A: Outdoor Products will be led by Eric Nyman, who will be Outdoor Products’s Chief Executive Officer. For more information regarding Outdoor Products’s directors and management, see the section entitled “Management” beginning on page 96 of this Information Statement.

Q: Do I have appraisal rights in connection with the Spin-Off?

A: No. Holders of Vista Outdoor common stock are not entitled to appraisal rights in connection with the Spin-Off.

Q: Who is the transfer agent and registrar for Outdoor Products common stock?

A: Computershare Trust Company, N.A., which we also refer to as “Computershare” in this Information Statement.

Q: Are there risks associated with owning shares of Outdoor Products common stock?

A: Yes. Our business faces both general and specific risks and uncertainties. Our business also faces risks relating to the Spin-Off. Following the Spin-Off, we will also face risks associated with being an independent, publicly-traded company. Accordingly, you should read carefully the information set forth in the section entitled “Risk Factors” beginning on page 30 of this Information Statement.

Q: Where can I get more information?

A: If you have any questions relating to the mechanics of the Distribution, you should contact the distribution agent at:

Computershare, Inc.

150 Royall Street

Canton, MA 02021

Phone: 1-866-395-6416 or 1-781-575-4352 (U.S. & Canada)

   1-201-680-6578 (outside the U.S. & Canada)

Before the Spin-Off, if you have any questions relating to the Spin-Off, you should contact Vista Outdoor at:

Investor Relations,

Vista Outdoor Inc.

1 Vista Way

Anoka, MN 55303

Phone: (612) 518-5406

E-mail: investor.relations@vistaoutdoor.com

After the Spin-Off, if you have any questions relating to Outdoor Products, you should contact us at:

[                    ]

A link to our investor relations website and additional contact information will be made available at [                    ] (which we expect to be operational on or prior to the Distribution Date). Information contained on, or connected to, our website or Vista Outdoor’s website does not and will not constitute part of this Information Statement or the Registration Statement on Form 10 of which this Information Statement is a part, or any other filings with, or any information furnished or submitted to, the SEC.

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SUMMARY OF THE SPIN-OFF

Distributing Company Vista Outdoor Inc., a Delaware corporation that holds all of the issued and outstanding common stock of Outdoor Products prior to the Distribution. After the Distribution, Vista Outdoor will not own any shares of Outdoor Products common stock.

Distributed Company Outdoor Products Spinco Inc., a Delaware corporation and a wholly owned subsidiary of Vista Outdoor. At the time of the Distribution, we will hold, directly or through our subsidiaries, the assets and liabilities of the Outdoor Products Business. After the Spin-Off, we will be an independent, publicly-traded company.

Distributed Securities All shares of Outdoor Products common stock owned by Vista Outdoor, which will be 100% of Outdoor Products’s issued and outstanding common stock immediately prior to the Distribution. Based on the approximately 57,997,650 shares of Vista Outdoor common stock outstanding as of June 25, 2023, and applying the distribution ratio pursuant to which, for every one share of Vista Outdoor common stock, one share of Outdoor Products common stock will be distributed, approximately 57,997,650 shares of Outdoor Products common stock will be distributed.

Record Date The Record Date is the close of business on [                    ], 202[    ].

Distribution Date The Distribution Date is [                    ], 202[    ].

Distribution Ratio For every one share of Vista Outdoor common stock each Vista Outdoor stockholder holds on the Record Date, it will receive one share of our common stock. The distribution agent will distribute only whole shares of our common stock in the Spin-Off. See the section entitled “The Spin-Off—Treatment of Fractional Shares” beginning on page 56 of this Information Statement for more detail. Please note that if you sell your shares of Vista Outdoor common stock before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our common stock to be distributed in respect of the Vista Outdoor shares that you sold. For more information, see the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 61 of this Information Statement.

The Distribution On the Distribution Date, Vista Outdoor will release the shares of our common stock to the distribution agent to distribute to Vista Outdoor stockholders. Vista Outdoor will distribute our shares in book-entry form and thus we will not issue any physical stock certificates. You will not be required to make any payment, surrender or exchange your shares of Vista Outdoor common stock or take any other action to receive your shares of our common stock.

Fractional Shares The distribution agent will not distribute any fractional shares of our common stock to Vista Outdoor stockholders. Instead, the distribution agent will first aggregate fractional shares into whole shares, then sell the whole shares in the open market at prevailing market prices on behalf of Vista Outdoor stockholders entitled to receive a fractional share, and finally distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). If you receive cash in lieu of fractional shares, you will not be entitled to any interest on the payments. The cash you receive in lieu of fractional shares generally will, for U.S. federal income tax purposes, be taxable as described under the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 58 of this Information Statement.

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Conditions to the Spin-Off Completion of the Spin-Off is subject to the satisfaction, or the Vista Outdoor Board’s waiver, of the following conditions:

• the Vista Outdoor Board shall have authorized and approved the Internal Transactions (as described in the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement” beginning on page 140 of this Information Statement) and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of our common stock to Vista Outdoor stockholders;

• the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party to those agreements;

• our common stock shall have been accepted for listing on the NYSE or another national securities exchange approved by Vista Outdoor, subject to official notice of issuance;

• the SEC shall have declared effective our Registration Statement on Form 10 of which this Information Statement is a part under the Exchange Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

• Vista Outdoor shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect, that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, warranties and covenants, the Distribution will qualify as a distribution to which Section 355 and Section 361 of the Internal Revenue Code apply;

• the Vista Outdoor Board shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of Vista Outdoor prior to the Spin-Off and each of Vista Outdoor and Outdoor Products after the consummation of the Spin-Off;

• the Internal Transactions, including any related debt financing, shall have been completed;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of Vista Outdoor shall have occurred or failed to occur that prevents the consummation of the Distribution;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the Vista Outdoor Board, makes it inadvisable to effect the Spin-Off and other related transactions;

• prior to the Distribution Date, notice of Internet availability of this Information Statement or this Information Statement shall have been mailed to the holders of Vista Outdoor common stock as of the Record Date;

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• Vista Outdoor shall have duly elected as members of our post-Distribution Board of Directors the individuals listed in this Information Statement, and such individuals shall be the members of our Board of Directors immediately after the Distribution; and

• immediately prior to the Distribution Date, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Registration Statement on Form 10 of which this Information Statement is a part, shall be in effect.

The fulfillment of the foregoing conditions will not create any obligation on the part of Vista Outdoor to complete the Spin-Off. We are not aware of any material U.S. federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listing of our common stock and the SEC’s declaration of the effectiveness of the Registration Statement on Form 10 of which this Information Statement is a part, in connection with the Distribution. If the Vista Outdoor Board waives any condition prior to the effectiveness of the Registration Statement on Form 10 of which this Information Statement is a part, and the result of such waiver is material to Vista Outdoor stockholders, we will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the Vista Outdoor Board waives a condition after the Registration Statement on Form 10 of which this Information Statement is a part becomes effective and such waiver is material to Vista Outdoor stockholders, we will file a Current Report on Form 8-K describing the change. For a complete discussion of all of the conditions to the Distribution, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 62 of this Information Statement. In addition, Vista Outdoor has the right not to complete the Spin-Off if, at any time, the Vista Outdoor Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Vista Outdoor or its stockholders, or is otherwise not advisable.

Trading Market and Ticker Symbol We intend to file an application to list our common stock on the NYSE under the ticker symbol “[                    ].” We anticipate that, shortly before the Distribution Date, trading of shares of our common stock will begin on a “when-issued” basis and will continue up to but not including the Distribution Date, and we expect that “regular-way” trading of our common stock will begin on the Distribution Date.

We also anticipate that, shortly before the Distribution Date, there will be two markets in Vista Outdoor common stock: (i) a “regular-way” market on which shares of Vista Outdoor common stock will trade with an entitlement for the purchaser of Vista Outdoor common stock to receive shares of our common stock to be distributed in the Distribution, and (ii) an “ex-distribution” market on which shares of Vista Outdoor common stock will trade without an entitlement for the purchaser of Vista Outdoor common stock to receive shares of our common stock. For more information, see the section entitled “The Spin-Off—Trading Prior to the Distribution Date” beginning on page 61 of this Information Statement.

Tax Consequences to Vista Outdoor Stockholders For U.S. federal income tax purposes, no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder (as defined in the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 58 of this Information Statement) as a result of the Distribution, except with respect to any cash received by Vista Outdoor stockholders in lieu of fractional shares. After the Distribution, Vista Outdoor stockholders generally will

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allocate their aggregate tax basis in their Vista Outdoor common stock held immediately before the Distribution between their Vista Outdoor common stock and our common stock in proportion to their relative fair market values on the date of the Distribution (subject to certain adjustments). See the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 58 of this Information Statement for more information regarding the potential tax consequences to you of the Spin-Off.

We urge you to consult your tax advisor as to the specific tax consequences of the Distribution to you, including the effect of any U.S. federal, state, local or foreign tax laws and of changes in applicable tax laws.

Relationship with Vista Outdoor After the Spin-Off We intend to enter into several agreements with Vista Outdoor related to the Spin-Off, which will govern the relationship between Vista Outdoor and us up to and after completion of the Spin-Off and allocate between Vista Outdoor and us various assets, liabilities, rights and obligations. These agreements include:

• a Separation and Distribution Agreement that will set forth Vista Outdoor’s and our agreements regarding the principal actions that both parties will take in connection with the Spin-Off and aspects of our relationship following the Spin-Off;

• a Transition Services Agreement pursuant to which Vista Outdoor and we will provide each other with specified services on a transitional basis to help ensure an orderly transition following the Spin-Off;

• a Tax Matters Agreement that will govern the respective rights, responsibilities and obligations of Vista Outdoor and us after the Spin-Off with respect to all tax matters and will include restrictions to preserve the tax-free status of the Distribution; and

• an Employee Matters Agreement that will address employment, compensation and benefits matters, including the allocation and treatment of assets and liabilities relating to employees and compensation and benefits plans and programs in which our employees participate.

In addition to the above agreements, we are also currently party to, or intend to enter into, various other agreements with Vista Outdoor and its subsidiaries that are intended to continue post-Distribution subject to their existing terms or terms and conditions to be negotiated and agreed to, and we do not consider these agreements to be material to Vista Outdoor and its subsidiaries. We describe these arrangements in greater detail under the section entitled “Certain Relationships and Related-Party Transactions” beginning on page 140 of this Information Statement and describe some of the risks of these arrangements under the section entitled “Risk Factors—Risks Relating to the Spin-Off” beginning on page 43 of this Information Statement.

Dividend Policy We intend to retain future earnings for use in the operation of our business and to fund future growth, including through acquisitions. We do not anticipate paying any dividends on our common stock for the foreseeable future. See the section entitled “Dividend Policy” beginning on page 64 of this Information Statement for more information.

Transfer Agent Computershare Trust Company, N.A., which we also refer to as “Computershare” in this Information Statement.

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Risk Factors Our business faces both general and specific risks and uncertainties. Our business also faces risks relating to the Spin-Off. Following the Spin-Off, we will also face risks associated with being an independent, publicly-traded company. Accordingly, you should read carefully the information set forth under the section entitled “Risk Factors” beginning on page 30 of this Information Statement.

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Summary of Historical and Unaudited Pro Forma Condensed Combined Financial Data

The following tables set forth summary combined financial data as of June 25, 2023, March 31, 2023 and March 31, 2022 and for the three months ended June 25, 2023 and June 26, 2022 and the years ended March 31, 2023, March 31, 2022 and March 31, 2021 that have been derived from the combined financial statements and the unaudited pro forma condensed combined financial statements, which are included elsewhere in this Information Statement.

For each of the periods presented, we were a wholly owned subsidiary of Vista Outdoor. The summary historical combined financial data does not necessarily reflect what our results of operations and financial position would have been if we had operated as an independent, publicly-traded company during the periods presented. In addition, our summary historical combined financial data does not reflect changes that we expect to experience in the future as a result of our separation from Vista Outdoor, including changes in the financing, operations, cost structure and personnel needs of our business. Further, the summary historical combined financial data includes allocations of certain Vista Outdoor corporate expenses. We believe the assumptions and methodologies underlying the allocation of these expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that we would have incurred if we had operated as an independent, publicly-traded company or of the costs expected to be incurred in the future. Accordingly, the historical results should not be relied upon as an indicator of our future performance.

The summary unaudited pro forma condensed combined income statement data has been prepared to give effect to the Pro Forma Transactions (as defined in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 66 of this Information Statement) as if the Pro Forma Transactions had occurred or became effective as of April 1, 2022, the beginning of our most recently completed fiscal year. The summary unaudited pro forma combined condensed balance sheet data has been prepared to give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of June 25, 2023, our latest balance sheet date. The summary pro forma financial data does not purport to represent what our financial position and results of operations would have been had the Spin-Off occurred on the dates indicated and is not necessarily indicative of our future financial position and future results of operations. In addition, the summary pro forma financial data is provided for illustrative and informational purposes only. The pro forma adjustments are based on available information and assumptions we believe are reasonable; however, such adjustments are subject to change.

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The summary historical and pro forma financial data presented below should be read in conjunction with our combined financial statements, and the accompanying notes thereto, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 88 of this Information Statement, and the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 66 of this Information Statement.

	Three months ended									Years ended March 31,
	Pro Forma			Historical						Pro Forma			Historical
(Amounts in thousands)	June 25, 2023			June 25, 2023			June 26, 2022			2023			2023			2022			2021
Results of Operations:
Sales, net (a)	$	316,598		$	321,443		$	296,339		$	1,468,092		$	1,339,378		$	1,322,497		$	1,119,615
Cost of sales		221,872			226,717			203,831			1,037,070			962,587			925,041			798,192
Gross profit		94,726			94,726			92,508			431,022			376,791			397,456			321,423
Operating expenses:
Research and development		10,364			10,364			6,126			37,761			36,652			21,304			16,531
Selling, general, and administrative		89,659			89,659			74,676			383,429			333,923			273,731			205,450
Impairment of goodwill and intangibles		—			—			—			374,355			374,355			—			—
Operating income (loss)		(5,297	)		(5,297	)		11,706			(364,523	)		(368,139	)		102,421			99,442
Other income (expense)		(541	)		(541	)		—			1,424			2,124			—			—
Interest income (expense)		42			42			—			173			173			1			5
Income (loss) before income taxes		(5,796	)		(5,796	)		11,706			(362,926	)		(365,842	)		102,422			99,447
Income tax (provision) benefit		438			438			(2,556	)		28,702			29,181			(24,045	)		6,943
Net income (loss)	$	(5,358	)	$	(5,358	)	$	9,150		$	(334,224	)	$	(336,661	)	$	78,377		$	106,390
Other Data:
Adjusted EBITDA (b)				$	18,610		$	30,028					$	85,008		$	162,393		$	137,650
Adjusted EBITDA margin					5.8%			10.1%						6.3%			12.3%			12.3%
Sales by Segment:
Performance Sports	$	118,965		$	123,810		$	139,458		$	524,497		$	541,999		$	641,031		$	511,328
Action Sports		116,397			116,397			90,057			601,717			495,862			401,984			364,453
Outdoor Recreation (c)		81,236			81,236			66,824			341,878			301,517			279,482			243,834
Cash Flow Data:
Cash provided by (used for) operating activities				$	63,067		$	(14,393	)				$	63,810		$	(30,925	)	$	167,285
Cash used for investing activities					(3,325	)		(2,472	)					(774,418	)		(558,535	)		(10,284	)
Cash (used for) provided by financing activities					(45,307	)		17,415						719,190			595,045			(157,638	)
Capital expenditures					(3,445	)		(2,515	)					(12,872	)		(13,099	)		(10,363	)

(a) Includes related-party sales of $4,845 and $4,355 for the three months ended June 25, 2023 and June 26, 2022, respectively, and $17,502, $15,767 and $13,847 for the fiscal years ended March 31, 2023, 2022 and 2021, respectively.

(b) Adjusted EBITDA does not reflect the estimated dis-synergies arising from Outdoor Products operating as a standalone public company following the Spin-Off.

(c) Represents our All Other category of our operating segments and brands. See Note 17, Operating Segment Information, to the audited combined financial statements included elsewhere in this Information Statement for further information regarding our segments.

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	As of
	Pro Forma		Historical
	June 25, 2023		June 25, 2023		March 31, 2023		March 31, 2022
Balance Sheet Data:
Cash and cash equivalents	$	30,409	$	30,409	$	15,541	$	7,280
Net current assets		422,275		420,547		460,029		378,909
Net property, plant, and equipment		69,019		69,019		71,344		53,015
Total assets		1,954,863		1,950,811		1,950,526		1,554,161

Non-GAAP Operating Performance Measures

Adjusted EBITDA is defined as Net income before other income (expense), interest, taxes and depreciation and amortization, adjusted for transaction and transition costs, inventory step-up expense, contingent consideration, post-acquisition compensation, executive transition costs, planned separation costs, goodwill and intangibles impairment and restructuring. We calculated “Adjusted EBITDA margin” as Adjusted EBITDA divided by Sales, net. Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under accounting principles generally accepted in the United States (“GAAP”). Accordingly, these measures should not be considered as a substitute for net income or other income data prepared in accordance with GAAP. Our management uses Adjusted EBITDA and Adjusted EBITDA margin to evaluate the operating performance of our business, to aid in period-to-period comparability, for planning and forecasting purposes and to measure results against forecasts. Our management believes that Adjusted EBITDA and Adjusted EBITDA margin may provide useful information to investors regarding our results of operations for the foregoing reasons and because securities analysts, investors and other interested parties frequently use Adjusted EBITDA and Adjusted EBITDA margin as performance measures. Because Adjusted EBITDA and Adjusted EBITDA margin excludes some, but not all, items that affect net income and may vary among companies, our Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies. The following sets forth a net income to Adjusted EBITDA and Adjusted EBITDA margin reconciliation for the periods presented:

(amounts in thousands)	Three months ended June 25, 2023
Adjusted EBITDA by segment:	Performance Sports		Action Sports			Outdoor Recreation (b)		Corporate and other reconciling items			Total
Net Income (loss) (a)	$	7,728	$	(2,033	)	$	1,401	$	(12,454	)	$	(5,358	)
Other expense, net		—		—			—		541			541
Interest income, net		—		—			—		(42	)		(42	)
Income tax benefit		—		—			—		(438	)		(438	)
Depreciation and amortization		5,584		7,887			4,108		25			17,604
Transition costs (1)		—		—			—		3,002			3,002
Post-acquisition compensation (4)		—		—			—		1,405			1,405
Executive transition costs (5)		—		—			—		488			488
Planned separation costs (6)		—		—			—		593			593
Restructuring (8)		—		—			—		815			815
Adjusted EBITDA	$	13,312	$	5,854		$	5,509	$	(6,065	)	$	18,610
Sales, net	$	123,810	$	116,397		$	81,236				$	321,443
Adjusted EBITDA margin		10.8%		5.0%			6.8%					5.8%

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(amounts in thousands)	Three months ended June 26, 2022
Adjusted EBITDA by segment:	Performance Sports		Action Sports			Outdoor Recreation (b)		Corporate and other reconciling items			Total
Net Income (loss) (a)	$	24,406	$	2,657		$	623	$	(18,536	)	$	9,150
Income tax provision		—		—			—		2,556			2,556
Depreciation and amortization		5,743		3,006			3,058		96			11,903
Transaction costs (1)		—		—			—		109			109
Post-acquisition compensation (4)		—		—			—		4,332			4,332
Planned separation costs (6)		—		—			—		1,978			1,978
Adjusted EBITDA	$	30,149	$	5,663		$	3,681	$	(9,465	)	$	30,028
Sales, net	$	139,458	$	90,057		$	66,824				$	296,339
Adjusted EBITDA margin		21.6%		6.3%			5.5%					10.1%
(amounts in thousands)	Year Ended March 31, 2023
	Performance Sports		Action Sports			Outdoor Recreation (b)		Corporate and other reconciling items			Total
Net Income (loss) (a)	$	59,883	$	(2,073	)	$	3,268		(397,739	)	$	(336,661	)
Other income, net		—		—			—		(2,124	)		(2,124	)
Interest income, net		—		—			—		(173	)		(173	)
Income tax benefit		—		—			—		(29,181	)		(29,181	)
Depreciation and amortization		22,766		25,205			14,857		55			62,883
Transaction and transition costs (1)		—		—			—		13,081			13,081
Inventory step-up expense (2)		—		—			—		9,528			9,528
Contingent consideration (3)		—		—			—		(27,120	)		(27,120	)
Post-acquisition compensation (4)		—		—			—		6,863			6,863
Executive transition costs (5)		—		—			—		2,540			2,540
Planned separation costs (6)		—		—			—		1,944			1,944
Goodwill and intangibles impairment (7)		—		—			—		374,355			374,355
Restructuring (8)		—		—			—		9,073			9,073
Adjusted EBITDA	$	82,649	$	23,132		$	18,125	$	(38,898	)	$	85,008
Sales, net	$	541,999	$	495,862		$	301,517				$	1,339,378
Adjusted EBITDA margin		15.2%		4.7%			6.0%					6.3%

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(amounts in thousands)	Year Ended March 31, 2022
Adjusted EBITDA by segment:	Performance Sports		Action      Sports		Outdoor  Recreation  (b)		Corporate and other  reconciling  items			Total
Net Income (loss) (a)	$	113,042	$	34,925	$	16,527	$	(86,117	)	$	78,377
Interest income, net		—		—		—		(1	)		(1	)
Income tax provision		—		—		—		24,045			24,045
Depreciation and amortization		17,934		11,874		10,083		2,046			41,937
Transaction and transition costs (1)		—		—		—		6,323			6,323
Inventory step-up expense (2)		—		—		—		1,991			1,991
Contingent consideration (3)		—		—		—		734			734
Post-acquisition compensation (4)		—		—		—		8,987			8,987
Adjusted EBITDA	$	130,976	$	46,799	$	26,610	$	(41,992	)	$	162,393
Sales, net	$	641,031	$	401,984	$	279,482	$	—		$	1,322,497
Adjusted EBITDA margin		20.4%		11.6%		9.5%					12.3%
(amounts in thousands)	Year Ended March 31, 2021
Adjusted EBITDA by segment:	Performance Sports		Action      Sports		Outdoor  Recreation  (b)		Corporate and other  reconciling  items			Total
Net Income (loss) (a)	$	72,317	$	38,099	$	27,526	$	(31,552	)	$	106,390
Interest income, net		—		—		—		(5	)		(5	)
Income tax benefit		—		—		—		(6,943	)		(6,943	)
Depreciation and amortization		14,193		11,917		9,479		2,214			37,803
Transaction and transition costs (1)		—		—		—		405			405
Adjusted EBITDA	$	86,510	$	50,016	$	37,005	$	(35,881	)	$	137,650
Sales, net	$	511,328	$	364,453	$	243,834	$	—		$	1,119,615
Adjusted EBITDA margin		16.9%		13.7%		15.2%					12.3%

(a) We do not calculate GAAP net income (loss) at the segment level. Segment net income does not include interest expense, income tax provision or other expense, as all these expenses are recorded at corporate. We have reconciled consolidated net income (loss) to adjusted EBITDA.

(b) Represents our operating segments and brands in the All Other category. See Note 17, Operating Segment Information, to the audited combined financial statements included elsewhere in this Information Statement for further information regarding our segments.

(1) Transaction costs, including accounting, legal and advisor fees, and transition costs, in each case incurred in connection with possible and completed transactions.

(2) Cost of goods sold related to the fair value step-up in inventory allocated from the Foresight Sports, Stone Glacier, Fox Racing and Simms Fishing acquisitions.

(3) Non-cash expenses of the change in the estimated fair value of the contingent consideration payable related to our QuietKat, Fiber Energy, Stone Glacier and Fox Racing acquisitions.

(4) Post-acquisition compensation expense related to the Venor, QuietKat, Foresight Sports and Stone Glacier acquisitions.

(5) Executive transition costs for severance, executive search fees and related costs for the transition of our CEO and General Counsel, who departed the Company during the fourth quarter of fiscal year 2023.

(6) Costs associated with the Spin-Off, including restructuring, severance, retention, advisory and legal fees.

(7) Impairment of goodwill and indefinite-lived intangible assets. See Note 11, Goodwill and Intangible Assets, to the audited combined financial statements included elsewhere in this Information Statement for further information regarding our segments.

(8) Restructuring costs related to an over $50 million cost reduction and earnings improvement program, which includes severance and asset impairments related to product line reassessments, office closures and headcount reductions across our brands and corporate teams.

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RISK FACTORS

You should carefully consider the following risks and other information in this Information Statement in evaluating Outdoor Products and Outdoor Products common stock. Any of the following risks and uncertainties could materially adversely affect our business, financial condition and results of operations. The following risks have generally been separated into three groups: risks relating to our business, risks relating to the Spin-Off and risks relating to our common stock.

Risks Relating to Our Business

We may not be able to successfully implement the acquisition component of our growth strategy, particularly if we are unable to raise the capital necessary to finance acquisitions.

Our business strategy includes growth through acquisitions. We regularly evaluate possible acquisition candidates. We may fail to identify attractive acquisition candidates, be unable to raise sufficient capital to compete for acquisition targets or may be unable to reach acceptable terms for proposed acquisitions. If we are unable to complete acquisitions in the future, our ability to grow our business at our anticipated rate will be impaired. We may also incur costs pursuing acquisitions that do not close, which could significantly impact our financial condition or results of operations.

Historically, an important source of funds for our acquisitions has been cash generated by the Sporting Products segment of Vista Outdoor. Following the completion of the Spin-Off, our ability to fund acquisitions will depend on our ongoing ability to independently generate cash from operations and obtain additional capital on acceptable terms. Our ability to generate sufficient positive cash flows from operations to support our desired acquisition growth strategy is subject to many risks and uncertainties, including future economic trends and conditions, demand for our products and other risks and uncertainties related to our business. Moreover, potential acquisitions may require us to issue additional shares of common stock or obtain new debt financing in order to supplement cash available from our operations. Adequate financing may not be available on terms acceptable to us or at all. In addition, equity financing could result in dilution to existing stockholders, and debt financing could include terms that restrict our ability to operate our business or pursue other opportunities and could subject us to meaningful debt service obligations.

Additionally, our success depends in part on our ability to successfully integrate the business and operations of companies that we acquire. We cannot assure you that the expected benefits of any future acquisitions or other transactions will be realized. After any acquisition, unforeseen issues and/or costs could arise that adversely affect our anticipated returns or that are otherwise not recoverable as an adjustment to the purchase price. Even after careful integration efforts, actual results of operations may vary significantly from initial estimates due to a variety of factors, including general economic conditions affecting the market for our products. We may also engage in other strategic business transactions, that, likewise, could result in unanticipated costs and difficulties, may not achieve intended results and may require significant time and attention from management.

Risks may also include potential delays in adopting our financial and managerial controls and reporting systems and procedures, greater than anticipated costs and expenses related to the integration of the acquired business with our business, potential unknown liabilities associated with the acquired company, employee retention, challenges inherent in effectively managing an increased number of employees in diverse locations and the challenge of creating uniform standards, controls, procedures, policies and information systems. These and other risks relating to our acquisitions could have an adverse effect on our business, financial condition or results of operations.

General economic conditions may adversely affect our business, results of operations and financial condition, including by creating the potential for future impairments of goodwill and other intangible and long-lived assets.

Our revenues are affected by general economic conditions and consumer confidence worldwide, but especially in the U.S. In times of economic uncertainty, consumers tend to defer expenditures for discretionary items, which affects demand for our products. Macroeconomic developments such as the global or regional effects of the war in Ukraine, high rates of inflation and related economic curtailment initiatives, the global COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak, evolving trade policies between the U.S. and international trade partners, or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions, could adversely affect our business, operating results, financial condition and outlook. Moreover, our businesses are cyclical in nature, and their success is impacted by general economic conditions and specific economic conditions affecting the regions and markets we serve, the overall level of consumer confidence in the economy and discretionary income levels. Any substantial deterioration in general economic conditions that diminishes consumer confidence or discretionary income could reduce our sales and adversely affect our financial results.

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Furthermore, declining economic conditions create the potential for future impairments of goodwill and other intangible and long-lived assets that may negatively impact our financial condition or results of operations, such as the impairment charges we recorded in fiscal year 2023 to our goodwill and identifiable indefinite-lived intangible assets. The impact of weak consumer credit markets, corporate restructurings, layoffs, high unemployment rates, declines in the value of investments and residential real estate, higher fuel prices and increases in federal and state taxation can also negatively affect our results of operations.

In recent periods, sluggish economies and consumer uncertainty regarding future economic prospects in our key markets have had an adverse effect on the financial health of certain of our customers, which may in turn have a material adverse effect on our results of operations and financial condition. We extend credit to our customers for periods of varying duration based on an assessment of the customer’s financial condition, generally without requiring collateral, which increases our exposure to the risk of uncollectible receivables. In addition, we face increased risk of order reduction or cancellation when dealing with financially ailing customers or customers struggling with economic uncertainty. For example, our risk of uncollectible receivables and order cancellations has been elevated due to retail store closures that occurred during the height of the global COVID-19 pandemic, which adversely affected many of our customers, and may be further elevated in the event of bank failures or credit tightening conditions affecting our customers. We may reduce our level of business with customers and distributors experiencing financial difficulties and may not be able to replace that business with other customers, which could have a material adverse effect on our financial condition, results of operations or cash flows. In times of uncertain economic conditions there is also increased risk that inventories may not be liquidated in an efficient manner and may result in us having excess levels of inventory.

Significant supplier capacity constraints, supplier production disruptions, supplier quality issues or price increases could increase our operating costs and adversely impact the competitive positions of our products.

We rely on third-party suppliers to produce a significant majority of the products we sell. Our reliance on third-party suppliers for various product components and finished goods exposes us to volatility in the availability, quality and price of these product components and finished goods. A disruption in deliveries from our third-party suppliers, including as a result of natural disasters, public health crises or other significant catastrophic events such as the global COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak, capacity constraints, production disruptions, price increases or decreased availability of raw materials or commodities could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs.

Our inability to obtain sufficient quantities of components, parts, raw materials or other supplies from independent sources necessary for the production of our products could result in reduced or delayed sales or lost orders. Any delay in or loss of sales or orders could adversely impact our results of operations. Many of the components, parts, raw materials and other supplies used in the production of our products are available only from a limited number of suppliers. We do not have long-term supply contracts with all of our suppliers. As a result, we could be subject to increased costs, supply interruptions and difficulties in obtaining materials. Our suppliers also may encounter difficulties or increased costs in obtaining the materials necessary to produce their products that we use in our products. The time lost in seeking and acquiring new sources could have an adverse effect on our business, financial condition or results of operations.

In addition, our supply contracts are generally not exclusive. As a result, supplies we may need may be allocated to other customers, such as where necessary to fulfill priority orders to the government or during times of elevated demand. Additionally, our suppliers may provide similar supplies and materials to our competitors, some of whom could potentially purchase these supplies and materials in significantly greater volume than we do. Our competitors could enter into restrictive or exclusive arrangements with these suppliers that could impair or eliminate our access to necessary supplies and materials.

Quality issues experienced by third-party suppliers could also adversely affect the quality and effectiveness of our products and result in liability and reputational harm.

Shortages of, and price increases for, labor, components, parts and other supplies, as well as commodities used in the manufacturing and distribution of our products, may delay or reduce our sales and increase our costs, thereby harming our results of operations.

We manufacture a portion of our products at plants that we operate. Shortages of, or cost increases for, labor or other inputs to the manufacturing and distribution process could delay or reduce our sales or gross margins and thereby have an adverse effect on our financial condition and results of operations.

Although we manufacture many of the components for our products, we purchase from third parties certain important components, finished goods and raw materials. The costs of these components, finished goods and raw materials are affected

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by increases in input costs and are, therefore, subject to price volatility caused by weather, market conditions, overall inflationary pressures and other factors that are not predictable or within our control, including natural disasters and public health crises or other significant catastrophic events, such as the global COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak.

Higher prices for electricity, natural gas, microchips, metals, transportation and fuel also increase our production and shipping costs. A significant shortage, increased prices or interruptions in the availability of these commodities and components would increase the costs of producing and delivering products to our customers and would be likely to negatively affect our earnings. Commodity costs have varied significantly during recent fiscal years and remain a volatile element of our costs.

Our business could be adversely impacted by inflation and rising interest rates.

General inflation in the U.S., Europe and other geographies has risen to levels not experienced in recent decades, which could have negative impacts on our business by increasing our operating costs and our borrowing costs as well as decreasing the disposable income available for consumers to purchase our products. In addition, recent interest rate increases aimed at curbing inflation could have a dampening effect on overall economic activity and could make it difficult for us to obtain financing at attractive rates, which could impair our ability to raise sufficient capital to execute our business plans, including our growth strategy and future acquisitions. As a result, our financial condition, results of operations and cash flows could be adversely affected.

Seasonality and weather conditions may cause our results of operations to vary from quarter to quarter.

Because many of the products we sell are used for seasonal outdoor activities, our results of operations may be significantly impacted by unseasonable weather conditions. For example, our winter sport accessories sales are dependent on cold winter weather and snowfall, and can be negatively impacted by unseasonably warm or dry weather. Conversely, sales of our spring and summer products, such as golf accessories, can be adversely impacted by unseasonably cold or wet weather. In addition, sales of our hunting accessories are highest during the fall hunting season and winter holidays. Accordingly, our sales results and financial condition will typically suffer when weather patterns or seasonal spending patterns do not conform to seasonal norms.

The seasonality of our sales may change in the future. Seasonal variations in our results of operations may reduce our cash on hand, increase our inventory levels and extend our accounts receivable collection periods. This in turn may cause us to increase our debt levels and interest expense to fund our working capital requirements.

Climate change may adversely impact our business.

There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Physical risks presented by climate change, including increased frequency, intensity and duration of extreme weather conditions, could, among other things, disrupt the operation of our supply chain or increase our product costs. Changes in weather patterns could also impact the types and amounts of our products that consumers purchase by adversely affecting the open spaces where consumers recreate or shortening or changing the seasons in which consumers participate in their chosen outdoor activity. Additionally, efforts to transition to a lower carbon economy could also disrupt our business, such as by increasing our product costs or increasing the costs of travel, which could affect consumer spending on outdoor recreation. As a result, the effects of climate change could have short- and long-term adverse impacts on our business and results of operations.

Our revenues and results of operations may fluctuate unexpectedly from quarter-to-quarter, which may cause our stock price to decline.

Our revenues and results of operations have fluctuated significantly in the past and may fluctuate significantly in the future due to various factors, including, but not limited to:

• market acceptance of our products and services;

• general economic conditions, including inflation and/or recession;

• the timing of large domestic and international orders;

• cancellation of existing orders;

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• the outcome of litigation;

• adverse publicity surrounding our products, the safety of our products or the use of our products;

• changes in our sales mix;

• new product introduction costs;

• high levels of retailer and distributor inventory;

• complexity in our integrated supply chain;

• increased raw material and/or other commodity expenses;

• changes in amount and/or timing of our operating expenses;

• natural disasters and public health crises or other significant catastrophic events, such as the global COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak, in markets in which we, our customers, suppliers and manufacturers operate;

• changes in laws and regulations that may affect the marketability of our products;

• the domestic political environment;

• uncertainties related to changes in macroeconomic and/or global conditions, including as a result of the war in Ukraine and the imposition of sanctions on Russia;

• risks relating to foreign trade;

• tariffs;

• import and export controls; and

• fluctuations in currency exchange rates (particularly the Euro, the British pound, the Chinese renminbi (yuan) and the Canadian dollar).

As a result of these and other factors, we believe that period-to-period comparisons of our results of operations may not be meaningful in the short term, and our performance in a particular period may not be indicative of our performance in any future period.

Goodwill and intangible assets represent a significant portion of our total assets, and any impairment of these assets could negatively impact our results of operations and parent company equity.

Our goodwill and identifiable intangible assets consist of goodwill from acquisitions, trademarks and trade names, patented technology, customer relationships and other intangible assets. Accounting rules require the evaluation of our goodwill and indefinite-lived intangible assets for impairment at least annually or upon the occurrence of events or changes in circumstances that indicate that the assets might be impaired. Such indicators include a sustained decline in our stock price or market capitalization, adverse changes in economic or market conditions or prospects and changes in our operations.

An asset is considered to be impaired when its carrying value exceeds its fair value. If, due to declining market conditions or other factors, a significant amount of our goodwill or other identifiable intangible assets were deemed to be impaired, our business, financial condition and results of operations could be negatively affected. For example, in fiscal year 2023 we recorded impairment charges to our goodwill and identifiable indefinite-lived intangible assets. In addition, Vista Outdoor has recorded impairment charges to the goodwill and identifiable indefinite-lived intangible assets of its Outdoor Products segment in recent years prior to fiscal year 2023.

Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products.

We often schedule internal production, place orders and, at times, pre-pay for products, components and materials with third-party suppliers before receiving firm orders from our customers. In addition, orders from customers are generally subject to cancellation at any time before acceptance. If we fail to accurately forecast customer demand or if orders are

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cancelled before delivery, we may experience excess inventory levels or a shortage of products to deliver to our customers. Factors that could affect our ability to accurately forecast demand for our products include:

• an increase or decrease in consumer demand for our products or for the products of our competitors;

• our failure to accurately forecast customer acceptance of new products;

• new product introductions by competitors;

• changes in our relationships with customers;

• changes in general market conditions or other factors, which may result in cancellations of orders or a reduction or increase in the rate of reorders placed by retailers, including as a result of natural disasters and public health crises or other significant catastrophic events, such as the global COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak;

• changes in laws and regulations governing the activities for which we sell products, such as hunting and shooting sports;

• weak economic conditions or consumer confidence or inflation, which could reduce demand for discretionary items such as our products; and

• the domestic political environment.

Inventory levels in excess of customer demand may result in inventory write-downs and the sale of excess inventory on less favorable terms, including discounted prices or payment terms, which could have an adverse effect on our business, financial condition or results of operations. If we underestimate demand for our products, our manufacturing facilities or third-party suppliers may not be able to create products to meet customer demand, and this could result in delays in the shipment of products and lost revenues, as well as damage to our reputation and customer relationships. We may not be able to manage inventory levels successfully to meet future order and reorder requirements.

A disruption or a significant increase in the cost of our primary delivery and shipping services for our products and component parts or a significant disruption at shipping ports could have a negative impact on our business.

We use various carriers including Federal Express (“FedEx”) for ground shipments of products to our U.S. customers. We use air carriers and ocean shipping services for most of our international shipments of products. Furthermore, many of our finished goods and many of the components we use to manufacture our products are shipped to us via air carrier and shipping services. If there is any continued or additional significant interruption in service by such providers or at airports or shipping ports in the future, we may be unable to engage alternative suppliers or to receive or ship goods through alternate sites in order to deliver our products or receive finished goods or components in a timely and cost-efficient manner. As a result, we could experience manufacturing delays, increased manufacturing and shipping costs and lost sales as a result of missed delivery deadlines and product demand cycles. Any significant interruption in FedEx services, other ground carriers, air carrier services, ship services or at airports or shipping ports could have a negative impact on our business. Furthermore, if the cost of delivery or shipping services increases significantly and the additional costs cannot be covered by product pricing, our operating results could be materially adversely affected.

We face risks relating to our international business operations that could adversely affect our business, financial condition or results of operations.

Our ability to maintain the current level of operations in our existing international markets and to capitalize on growth in existing and new international markets is subject to risks associated with our doing business internationally, including:

• issues related to managing international operations;

• potentially adverse tax developments;

• lack of sufficient protection for intellectual property in some countries;

• fluctuations in currency exchange rates (particularly the Euro, the British pound, the Chinese renminbi (yuan) and the Canadian dollar);

• tariffs;

• import and export controls;

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• social, political and economic instability in the countries in which we operate;

• changes in economic conditions;

• inflation and/or recession;

• uncertainties related to changes in macroeconomic and/or global conditions, including as a result of the war in Ukraine and the imposition of sanctions on Russia;

• the occurrence of natural disasters, public health crises or other significant catastrophic events, such as the global COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak, in countries in which we operate;

• local laws and regulations, including those governing labor, product safety and environmental protection;

• changes to international treaties and regulations; and

• limitations on our ability to efficiently repatriate cash from our foreign operations.

Any one or more of these risks could adversely affect our business, financial condition or results of operations.

Some of our products contain licensed, third-party technology that provides important product functionality and features. The loss of or inability to obtain and maintain any such licenses could have a material adverse effect on our business.

Some of our products contain technology licensed from third parties that provides important product functionality and features. We cannot assure you that we will have continued access to this technology. For example, if the licensing company ceases to exist, either as a result of bankruptcy, dissolution or purchase by a competitor, we may lose access to important third-party technology and may not be able to obtain replacement technology on favorable terms or at all. In addition, legal actions, such as intellectual property actions, brought against the licensing company could impact our future access to the technology. Any of these actions could negatively affect our technology licenses, thereby reducing the functionality and features of our products, and adversely affect our business, financial condition or results of operations.

Failure to attract and retain key personnel could have an adverse effect on our results of operations.

Our future success will depend in part on the continued service of key personnel and our ability to attract, retain and develop key managers, designers, sales and information technology professionals and others. Competition for experienced executives and skilled employees in some areas is high, and we may experience difficulty in recruiting and retaining employees, particularly given the Spin-Off. Any inability to attract qualified new employees or retain existing employees may have a material adverse effect on our financial condition, results of operations or cash flows.

Catastrophic events may disrupt our business.

A disruption or failure of our systems or operations in the event of a major earthquake, weather event, public health crisis (such as the global COVID-19 pandemic), cyber-attack, terrorist attack or other catastrophic event could cause delays in completing sales, providing services or performing other mission-critical functions. A catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems could harm our ability to conduct normal business operations and our results of operations.

In addition, damage or disruption to our manufacturing and distribution capabilities or those of our suppliers because of a major earthquake, weather event, public health crisis, cyber-attack, terrorist attack or other catastrophic event could impair our ability or our suppliers’ ability to manufacture or sell our products. If we do not take steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, such events could have a material adverse effect on our business, financial condition or results of operations, as well as require additional resources to restore our supply chain.

Our sales are highly dependent on purchases by several large customers, and we may be adversely affected by the loss of, or any significant decline in sales to, one or more of these customers.

The U.S. retail and distribution industries serving the outdoor recreation market have become relatively concentrated. Sales to our top ten customers accounted for approximately 23%, 33% and 40% of our combined net sales in fiscal years 2023, 2022 and 2021, respectively.

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No one customer contributed greater than 10% of sales in fiscal year 2023. Walmart contributed 10% and 12% of sales during fiscal years 2022 and 2021, respectively. Further consolidation in the U.S. retail industry could increase the concentration of our retail store customer base in the future.

Although we have long-established relationships with many of our customers, as is typical in the markets in which we compete, we generally do not have long-term sales agreements with our customers. As such, we are dependent on individual purchase orders. As a result, prior to acceptance these customers are able to cancel their orders, change purchase quantities from forecast volumes, delay purchases, change other terms of our business relationship or cease to purchase our products entirely. Our customers’ purchasing activity may also be impacted by general economic conditions as well as natural disasters and public health crises or other significant catastrophic events, such as the global COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak.

The loss of any one or more of our large customers or significant or numerous cancellations, reductions, delays in purchases or payments, or changes in business practices by our large customers could have an adverse effect on our business, financial condition or results of operations, including but not limited to reductions in sales volumes and profits, inability to collect receivables and increases in inventory levels.

Insolvency, credit problems or other financial difficulties that could confront our retailers or distributors could expose us to financial risk.

We sell to the large majority of retail customers on open account terms and do not require collateral or a security interest in the inventory we sell them. Consequently, our accounts receivable for our retail customers are unsecured. We also rely on third-party distributors to distribute our products to our retail and direct-to-consumer customers. Insolvency, credit problems or other financial difficulties confronting our retailers or distributors could expose us to financial risk. These actions could expose us to risks if our distributors are unable to distribute our products to our customers and/or if our retail customers are unable to pay for the products that they purchase from us in a timely matter or at all. Financial difficulties of our retailers could also cause them to reduce their sales staff, use of attractive displays, number or size of stores or the amount of floor space dedicated to our products. Any reduction in sales by, or loss of, our current retailers or customer demand, or credit risks associated with our retailers or distributors, could harm our business, results of operations and financial condition.

Competition in our industry may hinder our ability to execute our business strategy, maintain profitability or maintain relationships with existing customers.

We operate in a highly competitive industry and we compete against other manufacturers that have well-established brand names and strong market positions. Given the diversity of our product portfolio, we have various significant competitors in each of our markets, including: Hydro Flask, Contigo, Yeti, Helen of Troy and Nalgene in our Hydration vertical; Callaway, Garmin, Nikon, SkyTrak and Trackman in our Golf vertical; Schwinn, Bontrager, Smith, Specialized, Canyon, Shoei and Alpine Stars in our Action Sports vertical; Traeger, Weber, Pit Boss, Blackstone, Solo Stove and Lodge in our Outdoor Cooking vertical; Nikon, Vortex, Leupold, Feradyne, American Outdoor Brands and Good Sportsman Marketing in our Outdoor Accessories vertical; Columbia, Huk, Patagonia, Orvis and American Fishing Tackle Company in our Fishing vertical; and Kuiu, Sitka, First Lite and Mystery Ranch in our Technical Gear and Apparel vertical.

Competition in the markets in which we operate is based on a number of factors, including price, quality, product innovation, performance, reliability, styling, product features and warranties, as well as sales and marketing programs. Competition could result in price reductions, reduced profits, extensions of credit or losses or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations. Certain of our competitors may be more diversified than us or may have financial and marketing resources that are substantially greater than ours, which may allow them to invest more heavily in intellectual property, product development and advertising. Since many of our competitors also source their products from third parties, our ability to obtain a cost advantage through sourcing is limited.

Certain of our competitors may be willing to reduce prices and accept lower profit margins or extend more credit to compete with us. Further, retailers often demand that suppliers reduce their prices on mature products, which could lead to lower margins.

Our products typically face more competition internationally where foreign competitors manufacture and market products in their respective countries, which allows those competitors to sell products at lower prices, which could adversely affect our competitiveness.

In addition, our products compete with many other outdoor products for the discretionary spending of consumers. Failure to effectively compete with these competitors or alternative products could have a material adverse effect on our performance.

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Our success depends upon our ability to introduce new compelling products into the marketplace and respond to customer preferences.

Our efforts to introduce new products into the marketplace may not be successful, and any new products that we introduce may not result in customer or market acceptance. We both develop and source new products and components that we believe will match customer preferences. The development of new products is a lengthy and costly process and may not result in the development of a successful product. In addition, the sourcing of our products and components is dependent, in part, on our relationships with our third-party suppliers, some of whom are also our competitors. If we are unable to maintain these relationships, we may not be able to continue to source products at competitive prices that both meet our standards and appeal to our customers. Failure to develop or source and introduce new products that consumers want to buy could decrease our sales, operating margins and market share and could adversely affect our business, financial condition or results of operations.

Even if we are able to develop or source new products, our efforts to introduce new products may be costly and ineffective. When introducing a new product, we incur expenses and expend resources to market, promote and sell the new product. New products that we introduce into the marketplace may be unsuccessful or may be less successful than our expectations for a variety of reasons, including failure to predict market demand, delays in introduction, unfavorable cost comparisons with alternative products and unfavorable performance. Significant expenses related to new products that prove to be unsuccessful for any reason will adversely affect our results of operations. In addition, inflation and rising product costs may affect our ability to provide products in a cost-effective manner and hinder us from attracting new customers.

An inability to expand our e-commerce business could reduce our future growth.

Consumers are increasingly shopping online via e-commerce retailers, and we face intense pressure to make our products readily and conveniently available via e-commerce services. Our success in participating in e-commerce depends on our ability to effectively use our marketing resources to communicate with existing and potential customers. To increase our e-commerce sales, we may need to dedicate more resources to promotional activity, which could impact our gross margin and increase our marketing expenses. We continue to enhance our direct-to-consumer e-commerce platforms, but rely to an extent on third-party e-commerce websites to sell our products, which could lead to our e-commerce customers having some control over the pricing of our products. This in turn could harm our relationships with our brick and mortar customers as they may perceive themselves to be at a disadvantage based on the e-commerce pricing of our products. We may not be able to successfully expand our e-commerce business and respond to shifting consumer traffic patterns and direct-to-consumer buying trends.

In addition, e-commerce and direct-to-consumer operations are subject to numerous risks, including implementing and maintaining appropriate technology to support business strategies; reliance on third-party computer hardware/software and service providers; data breaches; violations of federal, state and international laws, including those relating to online privacy; credit card fraud, telecommunication failures, electronic break-ins and similar disruptions; and disruptions of Internet service. Our inability to adequately respond to these risks and uncertainties or to successfully maintain and expand our direct-to-consumer business may have an adverse impact on our operating results.

We plan to continue to expand our brand recognition and product loyalty through social media and our websites. These efforts are intended to yield greater traffic to our websites and increase our direct-to-consumer revenue. By doing so, we will become, to an extent, a competitor to our customers, reducing their revenue in the process. This could lead to adverse relationships with our online and brick and mortar retail customers, which could have an adverse impact on our operating results.

Our business is highly dependent upon our brand recognition and reputation, and the failure to maintain or enhance our brand recognition or reputation would likely have an adverse effect on our business.

Our brand recognition and reputation are critical aspects of our business. We believe that maintaining and enhancing our brands as well as our reputation are critical to retaining existing customers and attracting new customers. We also believe that the importance of our brand recognition and reputation will continue to increase as competition in the markets in which we compete continues to develop.

Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our advertising, promotion, public relations and marketing programs. These brand promotion activities may not yield increased revenue and the effectiveness of these activities will depend on a number of factors, including our ability to:

• determine the appropriate creative message, media mix and markets for advertising, marketing and promotional initiatives and expenditures;

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• identify the most effective and efficient level of spending in each market, medium and specific media vehicle; and

• effectively manage marketing costs, including creative and media expenses, in order to maintain acceptable customer acquisition costs.

We may implement new marketing and advertising strategies with significantly higher costs than our current channels, which could adversely affect our results of operations. Implementing new marketing and advertising strategies could also increase the risk of devoting significant capital and other resources to endeavors that do not prove to be cost effective. We also may incur marketing and advertising expenses significantly in advance of the time we anticipate recognizing revenue associated with such expenses, and our marketing and advertising expenditures may not generate sufficient levels of brand awareness or result in increased revenue. Even if our marketing and advertising expenses result in increased revenue, the increase in revenue might not offset our related marketing and advertising expenditures. If we are unable to maintain our marketing and advertising channels on cost-effective terms or replace or supplement existing marketing and advertising channels with similarly or more cost-effective channels, our marketing and advertising expenses could increase substantially, our customer base could be adversely affected and our business, financial condition or results of operations could be adversely impacted.

Competitors have imitated and attempted to imitate, and will likely continue to imitate or attempt to imitate, our products and technology, particularly in countries overseas where counterfeiting is more prevalent. If we are unable to protect or preserve our brand image and proprietary rights, our business may be harmed. As we increase our sales overseas, we may experience increased counterfeiting of our products.

In addition, certain of our products and brands benefit from endorsements and support from particular outdoor enthusiasts, athletes or other celebrities, and those products and brands may become personally associated with those individuals. As a result, our brands or sales of the endorsed products could be materially and adversely affected if any of those individuals’ images, reputations or popularity were to be negatively impacted.

Use of social media to disseminate negative commentary and boycotts may adversely impact our business.

There has been a substantial increase in the use of social media platforms, including blogs, social media websites and other forms of internet-based communications, which allow individuals access to a broad audience of consumers and other interested persons. Negative commentary regarding us or our brands may be posted on social media platforms at any time and may have an adverse impact on our reputation, business or relationships with third parties, including suppliers, customers, investors and lenders. Consumers value readily available information and often act on such information without further investigation and without regard to its accuracy or context. The harm may be immediate without affording us an opportunity for redress or correction.

Social media platforms also provide users with access to such a broad audience that collective action, such as boycotts, can be more easily organized. Such actions could have an adverse effect on our business, financial condition, results of operations and/or cash flows.

We manufacture, source and sell products that create exposure to potential product liability, warranty liability or personal injury claims and litigation.

Some of our products are used in applications and situations that involve risk of personal injury and death. Our products expose us to potential product liability, warranty liability and personal injury claims and litigation relating to the use or misuse of our products including allegations of defects in manufacturing, defects in design, deceptive advertising, a failure to warn of dangers inherent in the product or activities associated with the product, negligence and strict liability. If successful, such claims could have a material adverse effect on our business.

Defects in our products could reduce demand for our products and result in a decrease in sales and market acceptance and damage to our reputation.

Complex components and assemblies used in our products may contain undetected defects that are subsequently discovered at any point in the life of the product. In addition, we obtain many of our products and component parts from third-party suppliers and may not be able to detect defects in such products or component parts until after they are sold. Defects in our products may result in a loss of sales, recall expenses, delay in market acceptance, damage to our reputation and increased warranty costs, which could have a material adverse effect on our business, financial condition or results of operations.

Although we maintain product liability insurance in amounts that we believe are reasonable, we may not be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of our

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insurance coverage. In addition, our reputation may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products.

We may incur substantial litigation costs to protect our intellectual property, and if we are unable to protect our intellectual property, we may lose our competitive advantage. We may be subject to intellectual property infringement claims, which could cause us to incur litigation costs and divert management attention from our business.

Our future success depends in part upon our ability to protect our intellectual property. Our protective measures, including patents, trademarks, copyrights, trade secret protection and internet identity registrations, may prove inadequate to protect our proprietary rights and market advantage. The right to stop others from misusing our trademarks and service marks in commerce depends, to some extent, on our ability to show evidence of enforcement of our rights against such misuse in commerce. Our failure to stop the misuse by others of our trademarks and service marks may lead to our loss of trademark and service mark rights, brand loyalty and notoriety among our customers and prospective customers. The scope of any patent to which we have or may obtain rights may not prevent others from developing and selling competing products. In addition, our patents may be held invalid upon challenge, or others may claim rights in, or ownership of, our patents. Moreover, we may become subject to litigation with parties that claim, among other matters, that we infringed their patents or other intellectual property rights. The defense and prosecution of patent and other intellectual property claims are both costly and time-consuming and could result in a material adverse effect on our business and financial position.

Also, any intellectual property infringement claims against us, with or without merit, could be costly and time-consuming to defend and divert our management’s attention from our business. If our products were found to infringe a third party’s proprietary rights, we could be forced to enter into costly royalty or licensing agreements in order to be able to continue to sell our products or discontinue use of the protected technology. Such royalty and licensing agreements may not be available on terms acceptable to us or at all. Rights holders may demand payment for past infringements or force us to accept costly license terms or discontinue use of protected technology or works of authorship.

We may become involved in litigation regarding patents and other intellectual property rights. Other companies, including our competitors, may develop intellectual property that is similar or superior to our intellectual property, duplicate our intellectual property or design around our patents, and may have or obtain patents or other proprietary rights that would prevent, limit or interfere with our ability to make, use or sell our products. Effective intellectual property protection may be unavailable or limited in some foreign countries in which we sell products or from which competing products may be sold.

Unauthorized parties may attempt to copy or otherwise use aspects of our intellectual property and products that we regard as proprietary. Our means of protecting our proprietary rights in the U.S. or abroad may prove to be inadequate, and competitors may be able to develop similar intellectual property independently. If our intellectual property protection is insufficient to protect our intellectual property rights, we could face increased competition in the markets for our products.

Should any of our competitors file patent applications or obtain patents that claim inventions also claimed by us, we may choose to participate in an interference proceeding to determine the right to a patent for these inventions because our business could be harmed if we fail to enforce and protect our intellectual property rights. Even if the outcome is favorable, an interference proceeding could result in substantial costs to us and disrupt our business.

In the future, we also may need to file lawsuits to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Any such litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could have a material adverse effect on our business, financial condition or results of operations.

We are subject to extensive regulation that imposes significant compliance costs on us, and that could result in fines, penalties, business disruptions or other costs and liabilities.

Like other global manufacturers and distributors of consumer products, we are required to comply with a wide variety of federal, state and international laws, rules and regulations, including those related to consumer products and consumer protection, advertising and marketing, labor and employment, data protection and privacy, intellectual property, workplace safety, the environment, the import and export of products and tax. See the section entitled “Business—Regulatory Matters” beginning on page 85 of this Information Statement for a description of the various laws and regulations to which our business is subject. Our failure to comply with applicable federal, state and local laws and regulations may result in our being subject to claims, lawsuits, fines, business disruptions and adverse publicity that could have a material adverse effect on our business, results of operations or financial condition. These laws, rules and regulations currently impose significant compliance requirements on our business, and more restrictive laws, rules and regulations may be adopted in the future.

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Increased focus and expectations on climate change and other Environmental, Social and Governance (“ESG”) matters may impose additional costs on us or could have a material adverse effect on our business, financial condition and results of operations and damage our reputation.

Increased focus and expectations on ESG are emerging trends with governmental and non-governmental organizations, stockholders, retail customers, end consumers, communities and other stakeholders. These trends have led to, among other things, increased public and private social accountability reporting requirements relating to labor practices, climate change, human trafficking, diversity and inclusion, employee well-being and other ESG matters and greater demands on our packaging and products. The increased focus on ESG matters may also lead to increased regulation and customer, stockholder and consumer demands that may hinder access to or increase the cost of capital as investors reallocate capital or decide not to commit capital as a result of their assessment of companies’ ESG practices or reporting, or could require us to incur additional costs or make changes to our operations to comply with new regulations or address these demands. We expect that these trends will continue. If we are unable to adequately respond to, or we are not perceived as adequately responding to, existing or new requirements or demands, customers and consumers may choose to purchase products from another company or a competitor. Increased requirements and costs to comply with these requirements, such as climate change regulations and international accords, may also cause disruptions in or higher costs associated with manufacturing or distributing our products. ESG matters are currently reported in line with a variety of different reporting frameworks and by a number of sustainability ratings agencies, and these frameworks and ratings providers may not be the same as those evaluated by our stakeholders, may emphasize different aspects of ESG practices and performance or may not accurately reflect our ESG performance in certain respects. Any real or perceived failure to achieve our ESG goals or a perception of our failure to act responsibly or to effectively respond to new, or changes in, legal or regulatory requirements relating to ESG matters could adversely affect our business, financial condition, results of operations and reputation.

Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation, as well as export controls and trade sanctions, could result in fines or criminal penalties.

The international nature of our business exposes us to trade sanctions and other restrictions imposed by the U.S. and other governments. The U.S. Departments of Justice, Commerce and Treasury and other agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of the Foreign Corrupt Practices Act (“FCPA”), export controls, anti-boycott provisions and other federal statutes, sanctions and regulations and, increasingly, similar or more restrictive foreign laws, rules and regulations, which may also apply to us. In recent years, U.S. and foreign governments have increased their oversight and enforcement activities with respect to these laws and we expect the relevant agencies to continue to increase their enforcement efforts.

In foreign countries in which we have operations, a risk exists that our associates, contractors or agents could, in contravention of our policies, engage in business practices prohibited by U.S. laws and regulations applicable to us, such as the FCPA, or the laws and regulations of other countries, such as the UK Bribery Act. Prior to the completion of the Spin-Off, we will adopt a corporate policy that will prohibit such business practices. Nevertheless, we remain subject to the risk that one or more of our associates, contractors or agents, including those based in or from countries where practices that violate such U.S. laws and regulations or the laws and regulations of other countries may be customary, will engage in business practices that are prohibited by our policies, circumvent our compliance programs and, by doing so, violate such laws and regulations. Any such violations, even if prohibited by our internal policies, could adversely affect our business or financial performance and our reputation.

By virtue of these laws and regulations we may be obliged to limit our business activities, we may incur costs for compliance programs and we may be subject to enforcement actions or penalties for noncompliance. A violation of these laws, sanctions or regulations could result in restrictions on our exports, civil and criminal fines or penalties and could adversely impact our business, financial condition or results of operations.

If our efforts to protect the security of personal information about our customers and consumers are unsuccessful and unauthorized access to that personal information is obtained, or we experience a significant disruption in our computer systems or a cybersecurity breach, such as the ransomware attack experienced by Fox Racing in April 2021 prior to being acquired by us, we could experience an adverse effect on our operations, we could be subject to costly government enforcement action and private litigation and our reputation could suffer.

Our operations, especially our retail operations, involve the storage and transmission of our customers’ and consumers’ proprietary information, such as credit card and bank account numbers, and security breaches could expose us to a risk of loss of this information, government enforcement action and litigation and possible liability. Our payment services

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may be susceptible to credit card and other payment fraud schemes, including unauthorized use of credit cards, debit cards or bank account information, identity theft or merchant fraud.

If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and as a result, someone obtains unauthorized access to our customers’ and consumers’ data, our reputation may be damaged, our business may suffer, and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security occurs, the public perception of the effectiveness of our security measures could be harmed and we could lose customers and consumers, which could adversely affect our business. Prior to being acquired by us, Fox Racing experienced a ransomware attack in April 2021. The attack impacted Fox Racing’s backup systems, and Fox Racing incurred significant expense to restore access to its systems. Following the attack, Fox Racing notified the eleven individuals (located in the United Kingdom, Spain and Canada) who were affected along with regulators in the applicable jurisdictions. Although Fox Racing has taken steps to enhance its security systems in response to this incident, we cannot assure that such steps will be sufficient to prevent similar attacks in the future.

We also rely extensively on our computer systems to manage our ordering, pricing, inventory replenishment and other processes. Our systems could be subject to damage or interruption from various sources, including power outages, computer and telecommunications failures, computer viruses, cyber security breaches, vandalism, severe weather conditions, catastrophic events and human error, and our disaster recovery planning cannot account for all eventualities. If our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business, financial condition or results of operations.

Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business.

A growing number of federal, state and international data privacy and security laws and regulations have been enacted that govern the collection, use, disclosure, transfer, storage, disposal and protection of sensitive personal information, such as social security numbers, financial information and other personal information. For example, several U.S. territories and all 50 states now have data breach laws that require timely notification to individual victims, and at times regulators, if a company has experienced the unauthorized access or acquisition of sensitive personal data. Other state laws include the California Consumer Privacy Act (the “CCPA”), which gives California residents certain privacy rights in the collection and disclosure of their personal information and requires businesses to make certain disclosures and take certain other acts in furtherance of those rights. Additionally, the California Privacy Rights Act (the “CPRA”), which became effective January 1, 2023, revised and significantly expanded the scope of the CCPA. The CPRA created a new California data protection agency authorized to implement and enforce the CCPA and the CPRA, which could result in increased enforcement. Other states have considered and/or enacted similar privacy laws. For example, Virginia’s privacy laws went into effect on January 1, 2023, Colorado’s and Connecticut’s privacy laws went into effect on July 1, 2023 and Utah’s privacy law goes into effect December 31, 2023. We will continue to monitor and assess the impact of these state laws, which may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private class action litigation and carry significant potential liability for our business.

Outside of the U.S., data protection laws, including the E.U. General Data Protection Regulation (the “GDPR”), which also forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (the “UK GDPR”), also apply to some of our operations. Legal requirements in many countries relating to the collection, storage, processing and transfer of personal data continue to evolve. The GDPR imposes, among other things, data protection requirements that include strict obligations and restrictions on the ability to collect, analyze and transfer EU personal data, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and possible substantial fines for any violations. Other governmental authorities around the world are considering and, in some cases, have enacted, similar privacy and data security laws. Failure to comply with federal, state and international data protection laws and regulations could result in government enforcement actions (which could include substantial civil and/or criminal penalties), private litigation and adverse publicity and could negatively affect our operating results and business.

In addition to the risk that we fail to comply with one or more of these laws and regulations, we are likely to incur substantial costs monitoring and implementing compliance with the array of privacy and security legal regimes to which we are subject. Moreover, many of the laws and regulations in this area are relatively new and their interpretations are uncertain

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and subject to change. Combined with the frequency with which new privacy and security laws are introduced globally, this means that we may be required to make changes to our operations or practices in an effort to comply with them. Such changes may increase our costs and reduce our revenue. We may also face inconsistent legal requirements across the various jurisdictions in which we operate, further raising both costs of compliance and the likelihood that we will fail to satisfy all of our legal requirements.

Changes in U.S. and global trade policies, including new and potential tariffs on goods we import or on products we export to other countries, could increase our cost of goods or limit our access to export markets.

In recent years, protectionist trade policies have been increasing around the world, including in the U.S. It is unclear what additional tariffs, duties, border taxes or other similar assessments on imports might be implemented in the future and what effects these changes may have on retail markets or our operating performance. Additional protectionist trade legislation in either the U.S. or foreign countries, including changes in the current tariff structures, export or import compliance laws or other trade policies, could reduce our ability to sell our products in foreign markets, the ability of foreign customers to purchase our products and our ability to import components, parts and products from foreign suppliers. In particular, increases in tariffs on goods imported into the U.S. could increase the cost to us of such merchandise (whether imported directly or indirectly) and cause increases in the prices at which we sell such merchandise to our customers, which could materially adversely affect the financial performance of our business.

The global economy has been negatively impacted by the war in Ukraine. Furthermore, governments in the U.S., the United Kingdom and the European Union have imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. Although we have no operations in Russia or Ukraine, we may experience shortages in materials and increased costs for transportation, energy and raw materials due in part to the negative impact of the war in Ukraine on the global economy. Further escalation of geopolitical tensions related to war, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain. In addition, the effects of the ongoing conflict could heighten many of the other risks to our business described in this Information Statement.

Our results of operations could be impacted by unanticipated changes in tax provisions or exposure to additional income tax liabilities.

Our business operates in many locations under government jurisdictions that impose income taxes. Changes in domestic or foreign income tax laws and regulations, or their interpretation, could result in higher or lower income tax rates assessed or changes in the taxability of certain revenues or the allowance of deduction of certain expenses, thereby affecting our income tax expense and profitability. In addition, audits by income tax authorities could result in unanticipated increases in our income tax expense.

In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations. A change in authoritative interpretation to the U.S. tax code, related tax accounting guidance and regulatory guidance as well as state tax implications or other legislation changes may cause variability in our future tax rate.

Fluctuations in foreign currency exchange rates may adversely affect our financial results.

During the fiscal year ended March 31, 2023, approximately 29% of our revenue was generated from sales outside the United States. Revenues from foreign operations (and the related expense) are often transacted in foreign currencies or valued based on a currency other than U.S. dollars. For the fiscal year ended March 31, 2023, less than 10% of the Company’s total revenue was denominated in a foreign currency. For the purposes of financial reporting, this revenue is translated into U.S. dollars. Resulting gains and losses from foreign currency fluctuations are therefore included in our combined financial statements. As a result, when the U.S. dollar strengthens against certain foreign currencies, including the Euro, the British pound, the Chinese renminbi (yuan), the Canadian dollar and other major currencies, our reportable revenue in U.S. dollars generated from sales made in foreign currencies may decrease substantially. As a result, we are exposed to foreign currency exchange rate fluctuations, which could have an adverse effect on our financial condition, results of operations and cash flows.

We may need to raise capital to fund our ongoing working capital, capital expenditures and other financing requirements, and we cannot be sure that financing will be available on attractive terms or at all.

In addition to raising capital to finance the acquisition component of our growth strategy, we will need to fund our ongoing working capital, capital expenditures and other financing requirements through cash flows from operations and new

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sources of financing. Our ability to obtain future financing will depend on, among other things, our financial condition and results of operations as well as on the condition of the capital markets or other credit markets at the time we seek financing. Increased volatility and disruptions in the financial markets, including as a result of natural disasters and public health crises or other significant catastrophic events, such as the global COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak, or geopolitical events, such as the war in Ukraine, could make it more difficult and more expensive for us to obtain financing. We cannot assure you that we will have access to the capital markets or other credit markets on terms we find acceptable or at all.

Variable rate indebtedness would subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

In connection with the Spin-Off, we expect to enter into a revolving credit facility with variable rates of interest that will expose us to interest rate risks. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease. In addition, we will be exposed to the risk of rising interest rates to the extent that we fund our operations with other short-term or variable-rate borrowings. Even if we enter into interest rate swaps in the future in order to reduce future interest rate volatility, we may not fully mitigate our future interest rate risk. As a result, our financial condition could be materially negatively affected.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or change significantly, our results of operations could be harmed.

Preparing our financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the amounts reported in our combined financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of sales and expenses that are not readily apparent from other sources. Our results of operations may be harmed if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors and could result in a decline in our stock price.

Risks Relating to the Spin-Off

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off, which could materially adversely affect our business, financial condition and results of operations.

We believe that, as an independent, publicly-traded company, we will be able to, among other things:

• achieve enhanced strategic focus with resources to support our specific operational needs and growth drivers;

• establish tailored capital allocation philosophies that are better suited to support our distinctive business model and long-term goals;

• enhance our ability to attract and retain top talent that is ideally suited to execute our strategic and operational objectives;

• offer a differentiated and compelling investment opportunity based on our particular business model; and

• further cement our reputation as the acquirer of choice through continued M&A in the outdoor recreation products marketplace.

However, we may not achieve these and other anticipated benefits for a variety of reasons, including, among other things:

• the Spin-Off will require a significant amount of management’s time and effort, which may divert management’s attention from operating and growing our business;

• following the Spin-Off, we will no longer be able to use cash flow from Vista Outdoor’s Sporting Products business to fund the growth of Outdoor Products;

• following the Spin-Off, we may be more susceptible to market fluctuations, the risk of takeover by third parties and other adverse events because our business will be less diversified than Vista Outdoor’s businesses prior to the Spin-Off;

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• the Spin-Off may require us to incur significant costs, including accounting, tax, legal and other professional services costs, costs related to retaining and attracting business and operational relationships with customers, suppliers and other counterparties, recruiting and relocation costs associated with hiring key senior management personnel who are new to our company, costs to retain key management personnel, tax costs and costs to shared systems and other dis-synergy costs; and

• under the terms of the Tax Matters Agreement that we will enter into with Vista Outdoor, we will be restricted from taking certain actions that could cause the Spin-Off or other related transactions to fail to qualify as a tax-free transaction and these restrictions may limit us for a period of time from pursuing certain strategic transactions and equity issuances or engaging in other transactions that might increase the value of our business.

If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be materially adversely affected.

If the Distribution does not qualify as a transaction that is tax-free for U.S. federal income tax purposes, Vista Outdoor or holders of Vista Outdoor common stock who receive shares of Outdoor Products common stock in connection with the Spin-Off could be subject to significant tax liability.

Completion of the Spin-Off is conditioned on Vista Outdoor’s receipt of a written opinion of Cravath, Swaine & Moore LLP to the effect that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, warranties and covenants, the Distribution will qualify as a distribution to which Section 355 and Section 361 of the Code apply.

The opinion of counsel will not address any U.S. state or local or foreign tax consequences of the Spin-Off. The opinion will assume that the Spin-Off will be completed according to the terms of the Separation and Distribution Agreement and will rely on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement and certain other documents. In addition, the opinion will be based on certain representations as to factual matters from, and certain covenants by, Vista Outdoor and us. The opinion cannot be relied on if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or is violated in any material respect.

The opinion of counsel is not binding on the Internal Revenue Service, which we refer to as the “IRS,” or the courts, and we cannot assure you that the IRS or a court will not take a contrary position. Vista Outdoor has not requested, and does not intend to request, a ruling from the IRS regarding the U.S. federal income tax consequences of the Spin-Off.

If the Distribution were determined not to qualify as a distribution to which Section 355 and Section 361 of the Code apply, U.S. Holders (as defined in the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off—Consequences to U.S. Holders of Vista Outdoor Common Stock” beginning on page 58 of this Information Statement) of Vista Outdoor stock could be subject to tax liability. In this case, each U.S. Holder who receives our common stock in the Distribution would generally, for U.S. federal income tax purposes, be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would generally result in (i) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of Vista Outdoor’s current and accumulated earnings and profits; (ii) a reduction in the U.S. Holder’s basis (but not below zero) in Vista Outdoor common stock to the extent the amount received exceeds the stockholder’s share of Vista Outdoor’s earnings and profits; and (iii) a taxable gain from the exchange of Vista Outdoor common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of Vista Outdoor’s earnings and profits and the U.S. Holder’s basis in its Vista Outdoor common stock. For more information, see below and the section entitled “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 58 of this Information Statement.

We could have an indemnification obligation to Vista Outdoor if the Distribution were determined not to qualify for non-recognition treatment for U.S. federal income tax purposes, which could materially adversely affect our business, financial condition and results of operations.

If it were determined that the Distribution did not qualify as a distribution to which Section 355 and Section 361 of the Code apply, we could, under certain circumstances, be required to indemnify Vista Outdoor for the resulting taxes and related expenses. Any such indemnification obligation could materially adversely affect our business, financial condition and results of operations.

In addition, Section 355(e) of the Code generally creates a presumption that the Distribution would be taxable to Vista Outdoor, but not to stockholders, if we or our stockholders were to engage in transactions that result in a 50% or greater

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change by vote or value in the ownership of our stock during the four-year period beginning on the date that begins two years before the date of the Distribution, unless it were established that such transactions and the Distribution were not part of a plan or series of related transactions giving effect to such a change in ownership. If the Distribution were taxable to Vista Outdoor due to such a 50% or greater change in ownership of our stock, Vista Outdoor would recognize gain equal to the excess of the fair market value of our common stock distributed to Vista Outdoor stockholders over Vista Outdoor’s tax basis in our common stock and we generally would be required to indemnify Vista Outdoor for the tax on such gain and related expenses. Any such indemnification obligation could materially adversely affect our business, financial condition and results of operations. For more information, see the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Tax Matters Agreement” beginning on page 142 of this Information Statement.

We intend to agree to numerous restrictions to preserve the non-recognition treatment of the Distribution, which may reduce our strategic and operating flexibility.

We intend to agree in the Tax Matters Agreement to covenants and indemnification obligations that address compliance with Section 355(e) of the Code. These covenants and indemnification obligations may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may otherwise maximize the value of our business, and might discourage or delay a strategic transaction that our stockholders may consider favorable. For more information, see the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Tax Matters Agreement” beginning on page 142 of this Information Statement.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent, publicly-traded company, and we may experience increased costs after the Spin-Off.

We have historically operated as part of Vista Outdoor’s corporate organization, and Vista Outdoor has provided us with various corporate and operational functions. Following the Spin-Off, Vista Outdoor will have no obligation to provide us with assistance other than the transition services described under the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Transition Services Agreement” beginning on page 142 of this Information Statement. These services do not include every service that we have received from Vista Outdoor in the past, and Vista Outdoor is only obligated to provide these services for limited periods following completion of the Spin-Off. The agreements related to such transition services and to the Spin-Off more generally will be negotiated prior to the Spin-Off at a time when our business will still be operated by Vista Outdoor. It is possible that we might have been able to achieve more favorable terms if the circumstances differed. We will rely on Vista Outdoor to satisfy its performance and payment obligations under the Transition Services Agreement and other agreements related to the Spin-Off, and if Vista Outdoor does not satisfy such obligations, we could incur operational difficulties or losses that could materially adversely affect our business, financial condition and results of operations.

Accordingly, following the Spin-Off, we will need to provide internally or obtain from unaffiliated third parties the services we currently receive from Vista Outdoor. These services include sales, marketing, procurement, information technology, e-commerce, finance, accounting, tax, human resources, legal, communications, investor relations and other general, administrative and operational functions, the effective and appropriate performance of which is critical to our operations. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from Vista Outdoor. Because our business has historically operated as part of the larger Vista Outdoor organization, we may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently, or may incur additional costs. If we fail to obtain the quality of services necessary to operate effectively or incur greater costs in obtaining these services, our business, financial condition and results of operations could be materially adversely affected.

In addition, following the Spin-Off, pursuant to the Transition Services Agreement that we will enter into with Vista Outdoor, we will provide to Vista Outdoor, on a transitional basis, certain services or functions transferred to us in connection with the Spin-Off that we and Vista Outdoor have historically shared. See the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Transition Services Agreement” beginning on page 142 of this Information Statement. Performing our obligations under the Transition Services Agreement may require significant time and resources, and may divert management’s attention from the operation of the Outdoor Products business. The Transition Services Agreement is generally intended to be entered into on arm’s-length terms similar to those that would be agreed with an unaffiliated third party such as a buyer in a sale transaction, but it is possible that the costs to Outdoor Products of providing the transition services will exceed the fees paid to us by Vista Outdoor. Vista Outdoor may also allege that we have failed to perform our obligations to Vista Outdoor under the Transition Services Agreement, which may subject us to claims and liability.

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We have no operating history as an independent, publicly-traded company, and our historical and pro forma financial data is not necessarily representative of the results we would have achieved if we had been an independent, publicly-traded company and may not be a reliable indicator of our future results.

We derived the historical and pro forma financial data included in this Information Statement from Vista Outdoor’s consolidated financial statements, and this data does not necessarily reflect the results of operations and financial position we would have achieved as an independent, publicly-traded company during the periods presented, or those that we will achieve in the future. This is primarily because of the following factors:

• Our working capital requirements and capital for general corporate purposes, including capital expenditures and acquisitions, have been historically satisfied through Vista Outdoor’s corporate-wide cash management practices. Following the Spin-Off, our results of operations may be more volatile, and we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or arrangements, which may or may not be available and may be more costly.

• Prior to the Spin-Off, we operated as part of Vista Outdoor’s broader corporate organization, and Vista Outdoor or one of its affiliates performed various corporate and operational functions for us, such as sales, marketing, procurement, information technology, e-commerce, finance, accounting, tax, human resources, legal, communications, investor relations and other general, administrative and operational functions. Our historical financial data reflects allocations of corporate expenses from Vista Outdoor for these and similar functions. These allocations may not reflect the costs we will incur for similar services in the future as an independent, publicly-traded company.

• We will enter into transactions with Vista Outdoor that did not exist prior to the Spin-Off, such as Vista Outdoor’s and our provision of transition services to each other (which are described in more detail under the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Transition Services Agreement” beginning on page 142 of this Information Statement), which will cause us to incur new costs for the transition services provided by Vista Outdoor to us and for the transition services provided by us to Vista Outdoor.

• Our historical financial data does not reflect changes that we expect to experience in the future as a result of our separation from Vista Outdoor. As part of Vista Outdoor, we enjoyed certain benefits from Vista Outdoor’s operating diversity, size, purchasing power, credit rating, borrowing leverage and available capital for investments, and we will lose these benefits after the Spin-Off. As an independent entity, we may be unable to purchase goods, services and technologies, such as insurance and health care benefits, or access capital markets, on terms as favorable to us as those we obtained as part of Vista Outdoor prior to the Spin-Off.

• Following the Spin-Off, the cost of capital for our business may be higher than Vista Outdoor’s cost of capital prior to the Spin-Off.

• As an independent public company, we will separately become subject to the reporting requirements of the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” and the Sarbanes-Oxley Act of 2002 and will be required to prepare our standalone financial statements according to the rules and regulations established by the SEC. These reporting and other obligations will place significant demands on our management and on administrative and operational resources. Moreover, to comply with these requirements, we anticipate that we will need to migrate our systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff. We expect to incur additional annual expenses related to these requirements, and those expenses may be significant. If we are unable to upgrade our financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as an independent, publicly-traded company. As such, our historical financial data may not be indicative of our future performance as an independent, publicly-traded company. For additional information about our past financial performance and the basis of presentation of our financial statements, see the sections entitled “Summary—Summary of Historical and Unaudited Pro Forma Condensed Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 25, 66 and 88, respectively, of this Information Statement and our combined financial statements and the notes thereto included elsewhere in this Information Statement.

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The terms of the new revolving credit facility we expect to enter into concurrently with or prior to the Spin-Off will restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.

We expect that the terms of the new revolving credit facility we expect to enter into concurrently with or prior to the Spin-Off will include a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests. These may restrict our and our subsidiaries’ ability to take some or all of the following actions:

• incur or guarantee additional indebtedness or sell disqualified or preferred stock;

• pay dividends on, make distributions in respect of, repurchase or redeem capital stock;

• make investments or acquisitions;

• sell, transfer or otherwise dispose of certain assets, including accounts receivable;

• create liens;

• enter into agreements restricting the ability to pay dividends or make other intercompany transfers;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;

• enter into transactions with affiliates;

• prepay, repurchase or redeem certain kinds of indebtedness;

• issue or sell stock of our subsidiaries; and/or

• significantly change the nature of our business.

As a result of all of these restrictions, we may be:

• limited in how we conduct our business and pursue our strategy;

• unable to raise additional debt financing to operate during general economic or business downturns; or

• unable to compete effectively or to take advantage of new business opportunities.

A breach of any of these covenants, if applicable, could result in an event of default under the terms of this indebtedness. If an event of default occurs, the lenders would have the right to accelerate the repayment of such debt and the event of default or acceleration may result in the acceleration of the repayment of any other of our debt to which a cross-default or cross-acceleration provision applies. Furthermore, the lenders of this indebtedness may require that we pledge our assets as collateral as security for our repayment obligations. If we were unable to repay any amount of this indebtedness when due and payable, the lenders could proceed against the collateral that secures this indebtedness. In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness, which could materially adversely affect our results of operations and financial condition.

The Spin-Off may expose us to potential liabilities arising out of state and U.S. federal fraudulent conveyance laws and legal dividend requirements.

If Vista Outdoor files for bankruptcy or is otherwise determined or deemed to be insolvent under U.S. federal bankruptcy laws, a court could deem the Spin-Off or certain internal restructuring transactions undertaken by Vista Outdoor in connection with the Spin-Off to be a fraudulent conveyance or transfer. Fraudulent conveyances or transfers are defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. A court could void the transactions or impose substantial liabilities upon us, which could materially adversely affect our business, financial condition and results of operations. Among other things, a court could require our stockholders to return to Vista Outdoor some or all of the shares of our common stock issued in the Spin-Off, or provide Vista Outdoor with a claim for money damages against Outdoor Products in an amount equal to the difference between the consideration received by Vista Outdoor and the fair market value of Outdoor Products at the time of the Spin-Off.

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The distribution of our common stock is also subject to review under state corporate distribution statutes. Under the Delaware General Corporation Law, which we refer to as the “DGCL,” a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Although the Vista Outdoor Board intends to make the distribution out of Vista Outdoor’s surplus and will receive an opinion that Vista Outdoor has adequate surplus under Delaware law to declare the dividend of Outdoor Products common stock in connection with the distribution, we cannot assure you that a court will not later determine that some or all of the distribution to Vista Outdoor stockholders was unlawful.

We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements with Vista Outdoor.

We will enter into agreements with Vista Outdoor related to our separation from Vista Outdoor, including the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement, while we are still part of Vista Outdoor. Accordingly, these agreements may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties. The terms of these agreements will relate to, among other things, allocations of assets, liabilities, rights, indemnifications and other obligations between Vista Outdoor and us. With respect to certain agreements, including the Transition Services Agreement, we may have received better terms from unaffiliated third parties. For more information, see the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor” beginning on page 140 of this Information Statement.

The transfer to us by Vista Outdoor of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, we may not be entitled to the benefit of such contracts, permits and other assets and rights, which could increase our expenses or otherwise harm our business and financial performance.

The Separation and Distribution Agreement will provide that certain contracts, permits and other assets and rights are to be transferred from Vista Outdoor or its subsidiaries to us or our subsidiaries in connection with the Spin-Off. The transfer of certain of these contracts, permits and other assets and rights may require consents or approvals of third parties or governmental authorities or provide other rights to third parties. In addition, in some circumstances, we and Vista Outdoor are joint beneficiaries of contracts, and we and Vista Outdoor may need the consents of third parties in order to split, separate, replace, novate or replicate the existing contracts or the relevant portion of the existing contracts. While we anticipate entering into new contracts in place of transferring such contracts, we may not be successful in doing so in many instances.

Some parties may use consent requirements or other rights to terminate contracts or obtain more favorable contractual terms from us, which, for example, could take the form of price increases, require us to expend additional resources in order to obtain the services or assets previously provided under the contract, or require us to make arrangements with new third parties or obtain letters of credit or other forms of credit support. If we do not obtain required consents or approvals, we may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to us as part of our separation from Vista Outdoor, and we may be required to seek alternative arrangements to obtain services and assets which may be more costly and of lower quality. The termination, modification, replacement or replication of these contracts or permits or the failure to timely complete the transfer or separation of these contracts or permits could materially adversely affect our business, financial condition and results of operations.

Until the Distribution occurs, the Vista Outdoor Board may change the terms of the Spin-Off in ways that may be unfavorable to us.

Until the Distribution occurs, we will continue to be a wholly owned subsidiary of Vista Outdoor. Accordingly, Vista Outdoor has the discretion to determine and change the terms of the Spin-Off, including the establishment of the Record Date and the Distribution Date, and these changes could be unfavorable to us. In addition, the Vista Outdoor Board may decide not to proceed with the Spin-Off at any time prior to the Distribution.

No vote of Vista Outdoor stockholders is required in connection with the Spin-Off. As a result, if the Spin-Off occurs and you do not want to receive our common stock in the Distribution, your sole recourse will be to divest yourself of your Vista Outdoor common stock prior to the Record Date or in the “regular-way” trading market during the period prior to the Distribution.

No vote of Vista Outdoor stockholders is required in connection with the Spin-Off. Accordingly, if the Distribution occurs and you do not want to receive our common stock in the Distribution, your only recourse will be to divest yourself of

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your Vista Outdoor common stock prior to the Record Date or in the “regular-way” trading market during the period prior to the Distribution.

Risks Relating to Our Common Stock

No market for our common stock currently exists, and an active trading market may not develop or be sustained after the Spin-Off. Following the Spin-Off our stock price may fluctuate significantly.

There is currently no public market for our common stock. We intend to apply to list our common stock on the NYSE. We anticipate that before the Distribution Date, trading of shares of our common stock will begin on a “when-issued” basis and this trading will continue up to but not including the Distribution Date. However, an active trading market for our common stock may not develop as a result of the Spin-Off or may not be sustained in the future. The lack of an active market may make it more difficult for stockholders to sell our shares and could lead to our share price being depressed or volatile.

We cannot predict the prices at which our common stock may trade after the Spin-Off. The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

• actual or anticipated fluctuations in our business, financial condition and results of operations due to factors related to our business;

• the loss of business from one or more significant customers;

• competition in the outdoor recreation industry and our ability to compete successfully;

• success or failure of our business strategies;

• our ability to retain and recruit qualified personnel;

• our quarterly or annual earnings, or those of other companies in our industry;

• our level of indebtedness, our ability to make payments on or service our indebtedness and our ability to obtain financing as needed;

• announcements by us or our competitors of significant acquisitions or dispositions;

• changes in accounting standards, policies, guidance, interpretations or principles;

• the failure of securities analysts to cover our common stock after the Spin-Off;

• changes in earnings estimates by securities analysts or our ability to meet those estimates;

• the operating and stock price performance of other comparable companies;

• investor perception of our company and the outdoor recreation industry;

• overall market fluctuations and geopolitical conditions;

• results from any material litigation or government investigation;

• changes in laws and regulations (including tax laws and regulations) affecting our business; and

• general economic conditions, credit and capital market conditions and other external factors.

Furthermore, our business profile and market capitalization may not fit the investment objectives of some Vista Outdoor stockholders and, as a result, these Vista Outdoor stockholders may sell their shares of our common stock after the Distribution. See “—Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline” beginning on page 49 of this Information Statement. Low trading volume for our stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on our stock price volatility.

Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline.

Vista Outdoor stockholders receiving shares of our common stock in the Distribution generally may sell those shares immediately in the public market. It is possible that some Vista Outdoor stockholders, including some of its larger stockholders,

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will sell their shares of our common stock received in the Distribution, particularly if, for reasons such as our business profile, we do not fit their investment objectives, or, in the case of index funds, if we are not a participant in the index in which they are investing. The sales of significant amounts of our common stock or the perception in the market that this will occur may decrease the market price of our common stock.

We do not anticipate paying any dividends on our common stock for the foreseeable future, and as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We do not anticipate paying any dividends on our common stock for the foreseeable future. We intend to retain future earnings for use in the operation of our business and to fund future growth, including through acquisitions. Following the Spin-Off, the timing, declaration, amount and payment of future dividends, if any, to stockholders will fall within the discretion of our Board. Our Board’s decisions regarding the payment of future dividends, if any, will depend on many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with any then-existing indebtedness, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by our Board. As a result, capital appreciation, if any, of our common stock will be your sole source of potential gain for the foreseeable future.

Provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and Delaware law may prevent or delay an acquisition of our company, which could decrease the trading price of our common stock.

Several provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware law may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable. These include provisions that:

• until the fourth annual meeting of our stockholders following the Distribution Date, classify our directors into three classes with staggered terms;

• allow our Board to authorize for issuance, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the Board and, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our Board does not approve;

• prohibit our stockholders from taking action by written consent and require that stockholder action must take place at a duly called annual or special meeting of our stockholders;

• establish how stockholders may present proposals or nominate directors for election at meetings of our stockholders;

• grant exclusive privilege (subject to certain limited exceptions) to our directors, and not our stockholders, to fill vacancies on our Board;

• provide that only our Board, the Chair of our Board, our Chief Executive Officer or (in the absence of the Chief Executive Officer) the President are entitled to call a special meeting of our stockholders; and

• limit our ability to enter into business combination transactions with certain stockholders.

These and other provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware law may discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of us, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price. For more information, see the section entitled “Description of Our Capital Stock—Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws” beginning on page 147 of this Information Statement.

Our Amended and Restated Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our Amended and Restated Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf (other than actions arising under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act), (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to

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any provision of the DGCL, our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case except for any claim where the Court of Chancery does not have jurisdiction over indispensable parties named as defendants, any claim that is subject to the exclusive jurisdiction of another court or forum and any claim for which the Court of Chancery does not have subject matter jurisdiction.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our Amended and Restated Certificate of Incorporation will provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and therefore our Amended and Restated Certificate of Incorporation will further provide that the exclusive forum provision does not apply to actions arising under the Exchange Act or the rules and regulations thereunder. Investors cannot waive compliance with federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to these provisions. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. The enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. For example, in December 2018, the Court of Chancery of the State of Delaware determined that a provision stating that federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. Although this decision was reversed by the Delaware Supreme Court in March 2020, courts in other states may still find these provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provisions in our Amended and Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our results of operations.

Your percentage of ownership in Outdoor Products may be diluted in the future.

Your percentage of ownership in Outdoor Products may be diluted in the future because of the settlement or exercise of equity-based awards that we expect to grant to our directors, officers and other employees. Prior to completion of the Spin-Off, we expect to approve an equity incentive plan that will provide for the grant of equity-based awards to our directors, officers and other employees, including equity grants that are expected to be made upon completion of the Spin-Off. For more information, see the section entitled “Executive Compensation—Anticipated Compensation Programs” beginning on page 129 of this Information Statement. In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.

In addition, our Amended and Restated Certificate of Incorporation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our Board may generally determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of the members of our Board in all events or upon the happening of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences that we could assign to holders of preferred stock could affect the residual value of our common stock. For more information, see the section entitled “Description of Our Capital Stock” beginning on page 146 of this Information Statement.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Information Statement and other materials we have filed or will file with the SEC contain or incorporate by reference statements which are “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are based on management’s current expectations and assumptions regarding our business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except in the normal course of our public disclosure obligations and practices. We caution you not to place undue reliance on any forward-looking statements. Numerous risks, uncertainties and other factors could cause our actual results to differ materially from expectations described in such forward-looking statements, including the following:

• our ability to successfully implement our growth strategy, including our ability to raise capital necessary to finance acquisitions, realize expected benefits from acquisitions and integrate acquired businesses;

• general economic and business conditions in the United States and our markets outside the United States, including increasing inflation rates, the war in Ukraine and the imposition of sanctions on Russia, the COVID-19 pandemic or another pandemic, conditions affecting employment levels, consumer confidence and spending, conditions in the retail environment, and other economic conditions affecting demand for our products and the financial health of our customers;

• supplier capacity constraints, production or shipping disruptions or quality or price issues affecting our operating costs;

• the supply, availability and costs of raw materials and components;

• increases in commodity, energy and production costs;

• seasonality and weather conditions;

• the impacts of climate change on our supply chain, product costs and consumer behavior;

• impairment of our goodwill and intangible assets;

• reductions in or unexpected changes in or our inability to accurately forecast demand for outdoor recreation products;

• disruptions in the service or significant increases in the cost of our primary delivery and shipping services for our products and components or a significant disruption at shipping ports;

• risks associated with diversification into new international and commercial markets, including regulatory compliance;

• our ability to take advantage of growth opportunities in international and commercial markets;

• our ability to obtain and maintain licenses to third-party technology;

• our ability to attract and retain key personnel;

• disruptions caused by catastrophic events;

• risks associated with our sales to large customers, including unexpected cancellations, delays and other changes to purchase orders;

• risks associated with retailer or distributor insolvency, credit problems or other financial difficulties;

• our competitive environment;

• our ability to adapt our products to changes in technology, the marketplace and customer preferences;

• our ability to expand our e-commerce business;

• our ability to maintain and enhance brand recognition and reputation;

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• others’ use of social media to disseminate negative commentary about us or our products and boycotts;

• the outcome of contingencies, including with respect to litigation and other proceedings relating to intellectual property, product liability, warranty liability, personal injury and environmental remediation;

• our ability to comply with extensive federal, state and international laws, rules and regulations;

• the additional costs and risks associated with increased focus and expectations on ESG matters;

• risks associated with cybersecurity and other industrial and physical security threats;

• failure to comply with data privacy and security laws and regulations;

• changes in the current tariff structures;

• changes in tax rules or pronouncements;

• foreign currency exchange rates and fluctuations in those rates (particularly the Euro, the British pound, the Chinese renminbi (yuan) and the Canadian dollar);

• capital market volatility and the availability of financing;

• interest rate risk;

• risks related to incorrect estimates or judgments relating to our critical accounting policies;

• our ability to achieve the benefits that we expect to achieve from the Spin-Off;

• the tax-free treatment of the Distribution;

• our ability to make the changes necessary to operate as an independent, publicly-traded company;

• the failure of Vista Outdoor to satisfy its performance and payment obligations under the Transition Services Agreement and other agreements related to the Spin-Off; and

• the other risks and uncertainties detailed in the section entitled “Risk Factors” beginning on page 30 of this Information Statement.

We cannot assure you that the Spin-Off or any other transactions described in this Information Statement will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under the section entitled “Risk Factors” beginning on page 30 of this Information Statement. Any forward-looking statements made by us in this Information Statement speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise, except in the normal course of our public disclosure obligations and practices.

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THE SPIN-OFF

Background

On May 5, 2022, Vista Outdoor announced that its Board of Directors, which we refer to as the “Vista Outdoor Board,” approved preparations for the separation of Vista Outdoor’s Outdoor Products and Sporting Products segments into two independent, publicly-traded companies via a spin-off of the Outdoor Products segment.

To effect the separation, first, Vista Outdoor will undertake the Internal Transactions described under the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement” beginning on page 140 of this Information Statement. Vista Outdoor will subsequently distribute all of Outdoor Products’s common stock to Vista Outdoor stockholders, and Outdoor Products, holding the Outdoor Products Business, will become an independent, publicly-traded company.

Prior to completion of the Spin-Off, we intend to enter into a Separation and Distribution Agreement and several other agreements with Vista Outdoor related to the Spin-Off. These agreements will govern the relationship between Vista Outdoor and us up to and after completion of the Spin-Off and allocate between Vista Outdoor and us various assets, liabilities and obligations, including those related to employees and compensation and benefits plans and programs and tax-related assets and liabilities. See the section entitled “Certain Relationships and Related-Party Transactions” beginning on page 140 of this Information Statement for more detail. No approval of Vista Outdoor stockholders is required in connection with the Spin-Off, and Vista Outdoor stockholders will not have any appraisal rights in connection with the Spin-Off.

Completion of the Spin-Off is subject to the satisfaction, or the waiver by the Vista Outdoor Board, of a number of conditions. If the Vista Outdoor Board waives any condition prior to the effectiveness of the Registration Statement on Form 10 of which this Information Statement is a part, and the result of such waiver is material to Vista Outdoor stockholders, we will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the Vista Outdoor Board waives a condition after the Registration Statement on Form 10 of which this Information Statement is a part becomes effective and such waiver is material to Vista Outdoor stockholders, we will file a Current Report on Form 8-K describing the change. In addition, Vista Outdoor has the right not to complete the Spin-Off if, at any time, the Vista Outdoor Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Vista Outdoor or its stockholders, or is otherwise not advisable. See the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 62 of this Information Statement for more detail.

Reasons for the Spin-Off

The Vista Outdoor Board has regularly reviewed the businesses that comprise Vista Outdoor to confirm that Vista Outdoor’s assets are being put to use in a manner that is in the best interests of Vista Outdoor and its stockholders. Accordingly, the Vista Outdoor Board and management’s decision to pursue the Spin-Off is a result of a series of strategic discussions that began in 2021 which focused on a review of Vista Outdoor’s businesses, operations and value creation opportunities. Following this review, the Vista Outdoor Board and management determined that separating its Outdoor Products and Sporting Products segments into two independent, publicly-traded companies would create numerous benefits for both Vista Outdoor and Outdoor Products and would unlock significant stockholder value. In reaching the decision to pursue the Spin-Off, the Vista Outdoor Board and management considered a range of potential structural alternatives for the Outdoor Products Business, including a sale or merger of some or all of the Outdoor Products Business to or with third parties, and management recommended the Spin-Off as the most attractive alternative for enhancing stockholder value. As part of this evaluation, Vista Outdoor retained outside experts, and the Vista Outdoor Board considered a number of factors, including the strategic clarity and flexibility for Vista Outdoor and Outdoor Products after the Spin-Off, the ability of Vista Outdoor and Outdoor Products to compete and operate efficiently and effectively (including Outdoor Products’s ability to retain and attract management talent) after the Spin-Off, the financial profile of Vista Outdoor and Outdoor Products and the potential reaction of investors.

As a result of this evaluation, the Vista Outdoor Board determined that proceeding with the Spin-Off would be in the best interests of Vista Outdoor and its stockholders. The Vista Outdoor Board considered a number of potential benefits of this approach, including:

• Enhanced strategic focus with supporting resources. Enhanced strategic focus with resources to support each company’s specific operational needs and growth drivers.

• Tailored capital allocation priorities. Tailored capital allocation philosophies that are better suited to support each company’s distinctive business model and long-term goals.

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• Strengthened ability to attract and retain top talent. Enhanced ability to attract and retain top talent that is ideally suited to execute each company’s strategic and operational objectives.

• Compelling value for stockholders. Differentiated and compelling investment opportunity based on each company’s particular business model. Vista Outdoor anticipates that, as separate, independent companies, Outdoor Products and Sporting Products will each be better positioned to be more appropriately valued by the market.

• Expanded strategic opportunities. Improved focus will allow Outdoor Products to further cement its reputation as the acquirer of choice through continued M&A in the outdoor recreation products marketplace and enable Sporting Products to secure attractive partnerships with other manufacturers.

The Vista Outdoor Board also considered a number of potential risks in evaluating the Spin-Off, including:

• Risk of failure to achieve the anticipated benefits of the Spin-Off. Vista Outdoor and Outdoor Products may not achieve the anticipated benefits of the Spin-Off for a variety of reasons, including, among others, because the Spin-Off will require significant amounts of management’s time and effort, which may divert management’s attention from operating each company’s business, because there may be dis-synergy costs related to the Spin-Off, and because, following the Spin-Off, each company may be more susceptible to certain economic and market fluctuations and other adverse events than if Outdoor Products were still a part of Vista Outdoor because each company will be less diversified than Vista Outdoor prior to the separation. For more information on the specific risks to Outdoor Products of the failure to achieve the anticipated benefits of the Spin-Off, see the section entitled “Risk Factors—Risks Relating to the Spin-Off—We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off, which could materially adversely affect our business, financial condition and results of operations” beginning on page 43 of this Information Statement.

• Loss of scale and increased costs. As part of Vista Outdoor, Outdoor Products benefits from Vista Outdoor’s operating diversity, scale, purchasing power, credit rating, borrowing leverage and available capital for investments. After the Spin-Off, Outdoor Products, as a standalone company, will be unable to take advantage of Vista Outdoor’s scale in procuring certain products and services on terms as favorable as those that Outdoor Products obtained as part of Vista Outdoor prior to the Spin-Off and will be unable to take advantage of Vista Outdoor’s credit rating, cost of capital and access to capital. In addition, as part of Vista Outdoor, Outdoor Products benefits from certain functions performed by Vista Outdoor, such as sales, marketing, procurement, information technology, e-commerce, finance, accounting, tax, human resources, legal, communications, investor relations and other general, administrative and operational functions. After the Spin-Off, Vista Outdoor will not perform these functions for Outdoor Products (other than certain functions that will be provided for a limited time pursuant to the Transition Services Agreement) and, because of Outdoor Products’s smaller scale as a standalone company, the cost of performing such functions could be higher than the amounts reflected in Outdoor Products’s combined financial statements, which would cause profitability to decrease.

• Disruptions and costs related to the Spin-Off. The actions required to separate the Outdoor Products Business from Vista Outdoor could disrupt both Vista Outdoor’s and Outdoor Products’s operations. In addition, Vista Outdoor and Outdoor Products will incur substantial costs in connection with the Spin-Off and Outdoor Products becoming a standalone public company, which may include costs to separate shared systems, accounting, tax, legal and other professional services costs and recruiting and relocation costs associated with hiring directors and management who are new to Outdoor Products.

• Limitations on strategic transactions. Under the terms of the Tax Matters Agreement that Outdoor Products will enter into with Vista Outdoor, Outdoor Products will be restricted from taking certain actions that could cause the Distribution or certain related transactions to fail to qualify as tax-free transactions under applicable law. These restrictions may limit for a period of time Outdoor Products’s ability to pursue certain strategic transactions and equity issuances or engage in other transactions that otherwise might increase the value of our business. For more information, see the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Tax Matters Agreement” beginning on page 142 of this Information Statement.

• Uncertainty regarding share prices. We cannot predict the effect of the Distribution on the trading prices of Vista Outdoor’s and Outdoor Products’s common stock or know whether the combined market value of Outdoor Products and Vista Outdoor following the Distribution will be less than, equal to or greater than the market value of Vista Outdoor prior to the Distribution. Furthermore, there is the risk of volatility in each company’s stock price following the Distribution due to sales by stockholders whose investment objectives may not be met by each company’s common stock, and it may take time for each company to attract its optimal stockholder base.

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After an in-depth analysis of the potential benefits and risks relating to the Spin-Off, the Vista Outdoor Board determined that the Spin-Off provides the best opportunity to enhance stockholder value. For additional information, see the section entitled “Risk Factors” beginning on page 30 of this Information Statement.

When and How You Will Receive Outdoor Products Shares

Vista Outdoor will distribute to its stockholders, as a pro rata dividend, for every one share of Vista Outdoor common stock outstanding as of the close of business on [                    ], 202[    ], which we refer to as the “Record Date,” one share of our common stock.

Prior to the Distribution, Vista Outdoor will deliver all of the issued and outstanding shares of our common stock to the distribution agent. Computershare Trust Company, N.A., which we also refer to as “Computershare,” will serve as distribution agent in connection with the Distribution. Computershare will also serve as transfer agent and registrar for our common stock.

If you own Vista Outdoor common stock as of the close of business on [                    ], 202[    ], the shares of our common stock that you are entitled to receive in the Distribution will be issued to your account as follows:

• Registered stockholders. If you own your shares of Vista Outdoor common stock directly through Vista Outdoor’s transfer agent, Computershare, you are a registered stockholder. In this case, the distribution agent will credit the whole shares of our common stock you receive in the Distribution by way of direct registration in book-entry form to a new account with our transfer agent. Registration in book-entry form refers to a method of recording share ownership where no physical stock certificates are issued to stockholders, as is the case in the Distribution. You will be able to access information regarding your book-entry account holding the Outdoor Products shares at www-us.computershare.com/investor or by calling 1-800-736-3001, option 1 (U.S.) 1-781-575-3100, option 1 (non-U.S.).

Commencing on or shortly after the Distribution Date, the distribution agent will mail to you an account statement that indicates the number of whole shares of our common stock that have been registered in book-entry form in your name. We expect it will take the distribution agent up to two weeks after the Distribution Date to complete the distribution of the shares of our common stock and mail statements of holding to all registered stockholders.

• “Street name” or beneficial stockholders. If you own your shares of Vista Outdoor common stock beneficially through a bank, broker or other nominee, such bank, broker or other nominee holds the shares in “street name” and records your ownership on its books. If you own your shares of Vista Outdoor common stock through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our common stock that you receive in the Distribution on or shortly after the Distribution Date. We encourage you to contact your bank, broker or other nominee if you have any questions concerning the mechanics of having shares held in “street name.”

If you sell any of your shares of Vista Outdoor common stock before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our common stock to be distributed in respect of the Vista Outdoor shares you sold. For more information, see the section entitled “—Trading Prior to the Distribution Date” beginning on page 61 of this Information Statement.

We are not asking Vista Outdoor stockholders to take any action in connection with the Spin-Off. No stockholder approval of the Spin-Off is required. We are not asking you for a proxy and request that you not send us a proxy. We are also not asking you to make any payment or surrender or exchange any of your shares of Vista Outdoor common stock for shares of our common stock. The number of outstanding shares of Vista Outdoor common stock will not change as a result of the Spin-Off.

Number of Shares You Will Receive

On the Distribution Date, for every one share of Vista Outdoor common stock you owned as of the Record Date, you will receive one share of our common stock.

Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our common stock in connection with the Spin-Off. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of Vista Outdoor stockholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees, transfer taxes and other

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costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). We anticipate that the distribution agent will make these sales in the “when-issued” market, and “when-issued” trades will generally settle within two trading days following the Distribution. For more information regarding “when-issued” trading, see the section entitled “—Trading Prior to the Distribution Date” beginning on page 61 of this Information Statement. The distribution agent will, in its sole discretion, without any influence by Vista Outdoor or us, determine precisely when, how, through which broker-dealer and at what price to sell the whole shares. The distribution agent is not, and any broker-dealer used by the distribution agent will not be, an affiliate of either Vista Outdoor or us.

The distribution agent will send to each registered holder of Vista Outdoor common stock entitled to a fractional share a check in the cash amount deliverable in lieu of that holder’s fractional share as soon as practicable following the Distribution Date. We expect the distribution agent to take about two weeks after the Distribution Date to complete the distribution of cash in lieu of fractional shares to Vista Outdoor stockholders. If you hold your shares through a bank, broker or other nominee, your bank, broker or nominee will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales. No interest will be paid on any cash you receive in lieu of a fractional share. The cash you receive in lieu of a fractional share will generally be taxable to you for U.S. federal income tax purposes. For more information, see the section below entitled “—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 58 of this Information Statement.

Treatment of Outstanding Equity-Based Awards

The following discussion describes the expected treatment of Vista Outdoor equity awards held by Outdoor Products employees and Vista Outdoor non-employee directors immediately following the Spin-Off, in each case in connection with the Spin-Off. We expect that the treatment below would become effective as of the Distribution Date. For purposes of this disclosure, an “Outdoor Products Employee Holder” refers to an individual who is an employee of Outdoor Products immediately following the Spin-Off.

Restricted Stock Unit Awards Held by Outdoor Products Employees

We expect that each Vista Outdoor restricted stock unit award held on the Distribution Date by any Outdoor Products Employee Holder will convert into an Outdoor Products restricted stock unit award (a “Substitute RSU Award”) in a manner that preserves the fair value of the award following the Spin-Off. After the Spin-Off, the Substitute RSU Award will be subject to substantially the same terms and conditions as the original Vista Outdoor restricted stock unit award to which it relates, except that the vesting of the award will be based on continued service with Outdoor Products.

Performance-Based Restricted Stock Unit Awards

We expect that each Vista Outdoor performance-based restricted stock unit award that is held on the Distribution Date by an Outdoor Products Employee Holder, other than each Specified Vista Outdoor PSU Award (as defined below), will convert into a Substitute RSU Award, with performance conditions deemed achieved as of the Distribution Date, as applicable, at (i) 100% of target performance, in respect of fiscal years 2022-2024 and 2024-2026 awards and (ii) 33.33% of target performance, in respect of fiscal years 2023-2025 awards. After the Spin-Off, the Substitute RSU Award will be subject to substantially the same terms and conditions as the original Vista Outdoor performance-based restricted stock unit award to which it relates, except as provided above, and the vesting of the award will be based on continued service with Outdoor Products.

We expect that each of certain Vista Outdoor performance-based restricted stock unit awards (“Specified Vista Outdoor PSU Awards”) will be converted into an Outdoor Products performance-based restricted stock unit award (a “Substitute Outdoor Products PSU Award”) in a manner that preserves the fair value of the target Specified Vista Outdoor PSU Award following the Spin-Off. After the Spin-Off, the Substitute Outdoor Products PSU Award will be subject to substantially the same terms and conditions as the Specified Vista Outdoor PSU Award to which it relates.

Stock Option Awards

We expect that each Vista Outdoor stock option award that is held on the Distribution Date by an Outdoor Products Employee Holder will convert into an Outdoor Products stock option award in a manner that preserves the fair value of the award following the Spin-Off. After the Spin-Off, the Outdoor Products stock option award will be subject to substantially the same terms and conditions as the original Vista Outdoor stock option award to which it relates, except that the vesting of the award will be based on continued service with Outdoor Products.

Deferred Stock Unit Awards and Restricted Stock Unit Awards Held by Non-Employee Directors

We expect that each Vista Outdoor deferred stock unit award and restricted stock unit award held by a non-employee director of Vista Outdoor on the Distribution Date will convert into an award in respect of both shares of Vista Outdoor common stock and shares of Outdoor Products common stock. The number of shares of Vista Outdoor common stock subject

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to each post-Spin-Off Vista Outdoor award will continue to be the same as the number subject to the award prior to the Spin-Off. The number of shares of Outdoor Products common stock subject to the Outdoor Products deferred stock unit award or Substitute RSU Award, as applicable, will be determined based on a conversion ratio that preserves the fair value of the award following the Spin-Off. After the Spin-Off, the Outdoor Products deferred stock unit award and Substitute RSU Award will be subject to substantially the same terms and conditions as the original Vista Outdoor award to which it relates. Solely for purposes of such awards, following the Spin-Off, (i) service to Outdoor Products will be treated as service to Vista Outdoor and (ii) service to Vista Outdoor will be treated as service to Outdoor Products.

Material U.S. Federal Income Tax Consequences of the Spin-Off

Consequences to U.S. Holders of Vista Outdoor Common Stock

The following is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of Vista Outdoor common stock in connection with the Distribution. This summary is based on the Internal Revenue Code, which we refer to as the “Code,” the Treasury Regulations promulgated under the Code and judicial and administrative interpretations of those laws, in each case as in effect and available as of the date of this Information Statement and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

This summary is limited to U.S. Holders of Vista Outdoor common stock that hold their Vista Outdoor common stock as a capital asset. For purposes of this summary, a “U.S. Holder” is a beneficial owner of Vista Outdoor common stock that is, for U.S. federal income tax purposes:

• an individual who is a citizen or a resident of the U.S.;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the U.S. or any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if (i) a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) in the case of a trust that was treated as a domestic trust under law in effect before 1997, a valid election is in place under applicable Treasury Regulations.

This summary does not discuss all tax considerations that may be relevant to stockholders in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the U.S. federal income tax laws, such as:

• dealers or traders in securities or currencies;

• tax-exempt entities;

• banks, financial institutions or insurance companies;

• real estate investment trusts, regulated investment companies or grantor trusts;

• persons who acquired Vista Outdoor common stock pursuant to the exercise of employee stock options or otherwise as compensation;

• stockholders who own, or are deemed to own, 10% or more, by voting power or value, of Vista Outdoor equity;

• stockholders owning Vista Outdoor common stock as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S. federal income tax purposes;

• certain former citizens or long-term residents of the U.S.;

• stockholders who are subject to the alternative minimum tax;

• persons who own Vista Outdoor common stock through partnerships or other pass-through entities; or

• persons who hold Vista Outdoor common stock through a tax-qualified retirement plan.

This summary does not address any U.S. state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds Vista Outdoor common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own tax advisor as to its tax consequences.

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YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DISTRIBUTION.

Income Tax Consequences to U.S. Holders

Completion of the Spin-Off is conditioned upon Vista Outdoor’s receipt of a written opinion of Cravath, Swaine & Moore LLP, counsel to Vista Outdoor, to the effect that the Distribution will qualify as a distribution to which Section 355 and Section 361 of the Code apply. The opinion will be based on the assumption that, among other things, the representations made, and information submitted, in connection with it are accurate. If the Distribution qualifies for this treatment and subject to the qualifications and limitations set forth herein (including the discussion below relating to the receipt of cash in lieu of fractional shares), for U.S. federal income tax purposes:

• no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder as a result of the Distribution, except with respect to any cash received in lieu of fractional shares;

• the aggregate tax basis of the Vista Outdoor common stock and our common stock held by each U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of the Vista Outdoor common stock held by the U.S. Holder immediately before the Distribution, allocated between the Vista Outdoor common stock and our common stock in proportion to their relative fair market values on the date of the Distribution (subject to reduction upon the deemed sale of any fractional shares, as described below); and

• the holding period of our common stock received by each U.S. Holder will include the holding period of its Vista Outdoor common stock, provided that such Vista Outdoor common stock is held as a capital asset on the date of the Distribution.

U.S. Holders that have acquired different blocks of Vista Outdoor common stock at different times or at different prices are urged to consult their tax advisors regarding the allocation of their aggregate adjusted tax basis among, and the holding period of, shares of our common stock distributed with respect to such blocks of Vista Outdoor common stock.

If a U.S. Holder receives cash in lieu of a fractional share of common stock as part of the Distribution, the U.S. Holder will be treated as though it first received a distribution of the fractional share in the Distribution and then sold it for the amount of cash actually received. Provided the fractional share is considered to be held as a capital asset on the date of the Distribution, the U.S. Holder will generally recognize capital gain or loss measured by the difference between the cash received for such fractional share and the U.S. Holder’s tax basis in that fractional share, as determined above. Such capital gain or loss will be a long-term capital gain or loss if the U.S. Holder’s holding period for the Vista Outdoor common stock is more than one year on the date of the Distribution.

The opinion of counsel will not address any U.S. state or local or foreign tax consequences of the Spin-Off. The opinion will assume that the Spin-Off will be completed according to the terms of the Separation and Distribution Agreement and will rely on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement and a number of other documents. In addition, the opinion will be based on certain representations as to factual matters from, and certain covenants by, Vista Outdoor and us. The opinion cannot be relied on if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or are violated in any material respect.

The opinion of counsel will not be binding on the IRS or the courts, and we cannot assure you that the IRS or a court will not take a contrary position. Vista Outdoor has not requested, and does not intend to request, a ruling from the IRS regarding the U.S. federal income tax consequences of the Spin-Off.

If the Distribution were determined not to qualify as a distribution to which Section 355 and Section 361 of the Code apply, the above consequences would not apply, and U.S. Holders could be subject to tax. In this case, each U.S. Holder who receives our common stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would generally result in:

• a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of Vista Outdoor’s current and accumulated earnings and profits;

• a reduction in the U.S. Holder’s basis (but not below zero) in Vista Outdoor common stock to the extent the amount received exceeds the stockholder’s share of Vista Outdoor’s earnings and profits; and

• a taxable gain from the exchange of Vista Outdoor common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of Vista Outdoor’s earnings and profits and the U.S. Holder’s basis in its Vista Outdoor common stock.

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Backup Withholding and Information Statement

Payments of cash in lieu of a fractional share of our common stock may, under certain circumstances, be subject to “backup withholding,” unless a U.S. Holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Corporations will generally be exempt from backup withholding, but may be required to provide a certification to establish their entitlement to the exemption. Backup withholding is not an additional tax, and it may be refunded or credited against a holder’s U.S. federal income tax liability if the required information is timely supplied to the IRS.

Treasury Regulations require each Vista Outdoor stockholder that, immediately before the Distribution, owned 5% or more (by vote or value) of the total outstanding stock of Vista Outdoor, to attach to such stockholder’s U.S. federal income tax return for the year in which the Distribution occurs a statement setting forth certain information related to the Distribution.

Consequences to Vista Outdoor

The following is a summary of the material U.S. federal income tax consequences to Vista Outdoor in connection with the Spin-Off that may be relevant to holders of Vista Outdoor common stock.

As discussed above, completion of the Spin-Off is conditioned upon Vista Outdoor’s receipt of a written opinion of Cravath, Swaine & Moore LLP, counsel to Vista Outdoor, to the effect that the Distribution will qualify as a distribution to which Section 355 and Section 361 of the Code apply. If the Distribution qualifies as a distribution to which Section 355 and Section 361 of the Code apply, no gain or loss will be recognized by Vista Outdoor as a result of the Distribution. The opinion of counsel is subject to the qualifications and limitations as are set forth above under the section above entitled “—Consequences to U.S. Holders of Vista Outdoor Common Stock” beginning on page 58 of this Information Statement.

If the Distribution were determined not to qualify as a distribution to which Section 355 and Section 361 of the Code apply, then Vista Outdoor would recognize gain equal to the excess of the fair market value of our common stock distributed to Vista Outdoor stockholders over Vista Outdoor’s tax basis in our common stock. In addition, in certain circumstances, Vista Outdoor could be liable for failure to withhold taxes imposed on the distribution of our common stock to beneficial holders of Vista Outdoor stock that are not U.S. Holders or U.S. partnerships for U.S. federal income tax purposes.

Indemnification Obligation

If it were determined that the Distribution did not qualify as a distribution to which Section 355 and Section 361 of the Code apply, we could, under certain circumstances, be required to indemnify Vista Outdoor for taxes resulting from the recognition of gain described above and related expenses. In addition, current tax law generally creates a presumption that the Distribution would be taxable to Vista Outdoor, but not to holders, if we or our stockholders were to engage in transactions that result in a 50% or greater change by vote or value in the ownership of our stock during the four-year period beginning on the date that begins two years before the date of the Distribution, unless it were established that such transactions and the Distribution were not part of a plan or series of related transactions giving effect to such a change in ownership. If the Distribution were taxable to Vista Outdoor due to such a 50% or greater change in ownership of our stock, Vista Outdoor would recognize gain equal to the excess of the fair market value of our common stock distributed to Vista Outdoor stockholders over Vista Outdoor’s tax basis in our common stock and we generally would be required to indemnify Vista Outdoor for the tax on such gain and related expenses.

Results of the Spin-Off

After the Spin-Off, we will be an independent, publicly-traded company. Immediately following the Spin-Off, we expect to have approximately [                    ] beneficial holders of shares of our common stock and approximately 57,997,650 shares of our common stock outstanding, based on the number of Vista Outdoor stockholders and shares of Vista Outdoor common stock outstanding as of June 25, 2023. The actual number of shares of our common stock Vista Outdoor will distribute in the Spin-Off will depend on the actual number of shares of Vista Outdoor common stock outstanding on the Record Date, which will reflect any issuance of new shares in respect of settlements or exercises of outstanding equity-based awards pursuant to Vista Outdoor’s equity plans on or prior to the Record Date. The Spin-Off will not affect the number of outstanding shares of Vista Outdoor common stock or any rights of Vista Outdoor stockholders, although we expect the trading price of shares of Vista Outdoor common stock immediately following the Distribution to be lower than immediately prior to the Distribution because the trading price of Vista Outdoor common stock will no longer reflect the value of the Outdoor Products Business. Furthermore, until the market has fully analyzed the value of Vista Outdoor without the Outdoor Products Business, the trading price of shares of Vista Outdoor common stock may fluctuate and result in a higher volatility in stock price.

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Before our separation from Vista Outdoor, we intend to enter into a Separation and Distribution Agreement and several other agreements with Vista Outdoor related to the Spin-Off. These agreements will govern the relationship between Vista Outdoor and Outdoor Products up to and after completion of the Spin-Off and allocate between Vista Outdoor and us various assets, liabilities, rights and obligations, including those related to employees and compensation and benefits plans and programs and tax-related assets and liabilities. We describe these arrangements in greater detail under the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor” beginning on page 140 of this Information Statement.

Listing and Trading of our Common Stock

As of the date of this Information Statement, we are a wholly owned subsidiary of Vista Outdoor. Accordingly, no public market for our common stock currently exists, although a “when-issued” market in our common stock may develop prior to the Distribution. For an explanation of a “when-issued market,” see the section below entitled “—Trading Prior to the Distribution Date” beginning on page 61 of this Information Statement. We intend to list our shares of common stock on the NYSE under the ticker symbol “[                    ].” Following the Spin-Off, Vista Outdoor will be renamed The Kinetic Group, Inc., and its common stock will trade on the NYSE under the ticker symbol “HUNT”.

Neither we nor Vista Outdoor can assure you as to the trading price of Vista Outdoor common stock or our common stock after the Spin-Off, or as to whether the combined trading prices of our common stock and the Vista Outdoor common stock after the Spin-Off will be less than, equal to or greater than the trading prices of Vista Outdoor common stock prior to the Spin-Off. The trading price of our common stock may fluctuate significantly following the Spin-Off and result in a higher volatility in stock price. For more detail, see the section entitled “Risk Factors—Risks Relating to Our Common Stock” beginning on page 49 of this Information Statement.

The shares of our common stock distributed to Vista Outdoor stockholders will be freely transferable, except for shares received by individuals who are our affiliates. Individuals who may be considered our affiliates after the Spin-Off include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for U.S. federal securities law purposes. These individuals may include some or all of our directors and executives. Individuals who are our affiliates will be permitted to sell their shares of our common stock only pursuant to an effective registration statement under the Securities Act of 1933, which we refer to as the “Securities Act,” or an exemption from the registration requirements of the Securities Act, such as those afforded by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

Trading Prior to the Distribution Date

We expect a “when-issued” market in our common stock to develop shortly before the Distribution Date and continue up to but not including the Distribution Date. “When-issued” trading refers to a sale or purchase made conditionally before the Distribution Date because the securities of the spun-off entity have not yet been distributed. If you own shares of Vista Outdoor common stock at the close of business on the Record Date, you will be entitled to receive shares of our common stock in the Distribution. You may trade this entitlement to receive shares of our common stock, without the shares of Vista Outdoor common stock you own, on the “when-issued” market. We expect “when-issued” trades of our common stock to settle within two trading days after the Distribution. On the Distribution Date, we expect that “when-issued” trading of our common stock will end and “regular-way” trading will begin.

We also anticipate that, shortly before the Distribution Date and continuing up to but not including the Distribution Date, there will be two markets in Vista Outdoor common stock: a “regular-way” market and an “ex-distribution” market. Shares of Vista Outdoor common stock that trade on the “regular-way” market will trade with an entitlement to receive shares of our common stock in the Distribution. Shares that trade on the “ex-distribution” market will trade without an entitlement to receive shares of our common stock in the Distribution. Therefore, if you sell shares of Vista Outdoor common stock in the “regular-way” market up to but not including the Distribution Date, you will be selling your right to receive shares of our common stock in the Distribution. However, if you own shares of Vista Outdoor common stock at the close of business on the Record Date and sell those shares on the “ex-distribution” market up to but not including the Distribution Date, you will still receive the shares of our common stock that you would otherwise be entitled to receive in the Distribution.

Commencing on the Distribution Date, we expect shares of our common stock to be listed on the NYSE under the ticker symbol “[                    ].” If “when-issued” trading occurs, the listing for our common stock is expected to be under a ticker symbol different from our “regular-way” ticker symbol. We will announce our “when-issued” ticker symbol when and if it becomes available. If the Spin-Off does not occur, all “when-issued” trading will be null and void.

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Conditions to the Spin-Off

We expect that the separation will be effective on the Distribution Date, provided that the following conditions shall have been satisfied or waived by Vista Outdoor:

• the Vista Outdoor Board shall have authorized and approved the Internal Transactions (as described in the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement” beginning on page 140 of this Information Statement) and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of our common stock to Vista Outdoor stockholders;

• the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party to those agreements;

• our common stock shall have been accepted for listing on the NYSE or another national securities exchange approved by Vista Outdoor, subject to official notice of issuance;

• the SEC shall have declared effective our Registration Statement on Form 10 of which this Information Statement is a part under the Securities Exchange Act of 1934, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

• Vista Outdoor shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect, that, subject to the limitations specified therein and the accuracy of and compliance with certain representations, warranties and covenants, the Distribution will qualify as a distribution to which Section 355 and Section 361 of the Code apply;

• the Vista Outdoor Board shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of Vista Outdoor prior to the Spin-Off and each of Vista Outdoor and Outdoor Products after the consummation of the Spin-Off;

• the Internal Transactions, including any related debt financing, shall have been completed;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of Vista Outdoor shall have occurred or failed to occur that prevents the consummation of the Distribution;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the Vista Outdoor Board, makes it inadvisable to effect the Spin-Off and other related transactions;

• prior to the Distribution Date, notice of Internet availability of this Information Statement or this Information Statement shall have been mailed to the holders of Vista Outdoor common stock as of the Record Date;

• Vista Outdoor shall have duly elected the individuals to be listed as members of our post-Distribution Board of Directors in this Information Statement, and such individuals shall be the members of our Board of Directors, which we refer to as the “Board,” immediately after the Distribution; and

• immediately prior to the Distribution Date, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Registration Statement on Form 10 of which this Information Statement is a part, shall be in effect.

The fulfillment of the above conditions will not create any obligation on Vista Outdoor’s part to complete the Spin-Off. We are not aware of any material U.S. federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listing of our common stock and the SEC’s declaration of the effectiveness of the Registration Statement on Form 10 of which this Information Statement is a part, in connection with the Distribution. If the Vista Outdoor Board waives any condition prior to the effectiveness of the Registration Statement on Form 10 of which this Information Statement is a part, and the result of such waiver is material to Vista Outdoor stockholders, we will file an amendment to the Registration Statement to revise the disclosure in this Information Statement accordingly. In the event that the Vista Outdoor Board waives a condition after the Registration Statement on Form 10 of which this Information Statement is a part becomes effective and such waiver is material to Vista Outdoor stockholders, we will file a Current Report on Form 8-K describing

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the change. For a complete discussion of all of the conditions to the Distribution, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 62 of this Information Statement. In addition, Vista Outdoor has the right not to complete the Spin-Off if, at any time, the Vista Outdoor Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Vista Outdoor or its stockholders, or is otherwise not advisable.

Reasons for Furnishing This Information Statement

We are furnishing this Information Statement solely to provide information to Vista Outdoor stockholders who will receive shares of our common stock in the Distribution. You should not construe this Information Statement as an inducement or encouragement to buy, hold or sell any of our securities or any securities of Vista Outdoor. We believe that the information contained in this Information Statement is accurate as of the date set forth on its cover. Changes to the information contained in this Information Statement may occur after that date, and neither we nor Vista Outdoor undertakes any obligation to update the information except in the normal course of our and Vista Outdoor’s public disclosure obligations and practices.

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DIVIDEND POLICY

We intend to retain future earnings for use in the operation of our business and to fund future growth, including through acquisitions. We do not anticipate paying any dividends on our common stock for the foreseeable future. Our Board will make all decisions regarding the payment of future dividends, and such decisions will depend on many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by our Board. We cannot assure you that we will pay a dividend in the future or continue to pay any dividend if we do commence paying dividends. See also “Risk Factors— Risks Relating to Our Common Stock—We do not anticipate paying any dividends on our common stock for the foreseeable future, and as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates” beginning on page 49 of this Information Statement.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization of Outdoor Products as of June 25, 2023, on a historical basis and pro forma basis to give effect to the Spin-Off and related transactions, as if they occurred on June 25, 2023, our latest balance sheet date. The information below is not necessarily indicative of what our capitalization would have been had the Spin-Off been completed as of June 25, 2023. In addition, it is not indicative of our future capitalization and may not reflect the capitalization that would have resulted had we operated as an independent, publicly-traded company as of the dates presented. You should review the following table in conjunction with the sections entitled “Unaudited Pro Forma Condensed Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 66 and 88, respectively, of this Information Statement and the combined financial statements and accompanying notes included elsewhere in this Information Statement.

	As of June 25, 2023
(amounts in thousands)	Historical			Pro Forma
Cash and cash equivalents	$	30,409		$	30,409
Parent company equity
Common stock, $0.01 par value	$	—		$	579
Additional paid-in capital		—			1,563,694
Parent company investment		1,553,469			—
Accumulated other comprehensive loss		(6,800	)		(6,800	)
Total parent company equity		1,546,669			1,557,473
Total capitalization	$	1,577,078		$	1,587,882

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On May 5, 2022, Vista Outdoor announced that the Vista Outdoor Board approved preparations for the separation of Vista Outdoor’s Outdoor Products and Sporting Products segments into two independent, publicly-traded companies via a spin-off of the Outdoor Products segment. To effect the separation, first, Vista Outdoor will undertake the Internal Transactions described under the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement” beginning on page 140 of this Information Statement. Vista Outdoor will subsequently distribute all of Outdoor Products’s common stock to Vista Outdoor stockholders, and Outdoor Products will become an independent, publicly-traded company.

The unaudited pro forma condensed combined financial statements consist of unaudited pro forma condensed combined income statements for the three months ended June 25, 2023 and the fiscal year ended March 31, 2023, and an unaudited pro forma condensed combined balance sheet as of June 25, 2023. The unaudited pro forma condensed combined financial statements should be read in conjunction with our combined financial statements and the related notes thereto included elsewhere in this Information Statement and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 88 of this Information Statement. The unaudited pro forma condensed combined income statements have been prepared to give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred on, or became effective as of, April 1, 2022. The unaudited pro forma condensed combined balance sheet has been prepared to give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred on, or become effective as of, June 25, 2023.

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X, as amended. The unaudited pro forma condensed combined financial statements presented below have been derived from the combined financial statements included elsewhere in this Information Statement and do not purport to represent what our financial position and results of operations would have been had the Spin-Off occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations. In addition, the unaudited pro forma condensed combined financial statements are provided for illustrative and informational purposes only. The pro forma adjustments are based on available information and assumptions we believe are reasonable; however, such adjustments are subject to change.

Vista Outdoor did not account for us as, and we were not operated as, an independent, publicly-traded company for the periods presented. The pro forma adjustments are based on currently available information and assumptions that our management believes, given the information available at this time, are reasonable and reflect changes necessary to reflect Outdoor Products’s financial condition and results of operations as if we were a stand-alone company. The unaudited pro forma condensed combined financial statements have been adjusted to give effect to the following (the “Pro Forma Transactions”):

• the unaudited pro forma condensed combined income statements have been adjusted to give the effect to the acquisitions of Fox Racing and Simms Fishing under the provision of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, Business Combinations, as if such acquisitions occurred on April 1, 2022, using the fair values of the assets and liabilities of Fox Racing and Simms Fishing as of the date the applicable acquisition was completed. The unaudited pro forma condensed combined income statements include adjustments that are directly attributable to the business combinations, factually supportable and expected to have a continuing impact on the combined results of Outdoor Products following the business combination;

• the contribution by Vista Outdoor to us of all the assets and liabilities that comprise the Outdoor Products Business pursuant to the Separation and Distribution Agreement;

• the anticipated post-separation capital structure of Outdoor Products, including the distribution of our common stock to holders of Vista Outdoor common stock in connection with the Spin-Off;

• the resulting elimination of Vista Outdoor’s net investment in us;

• the impact of, and transactions contemplated by, the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement and other agreements related to the Spin-Off between us and Vista Outdoor and the provisions contained therein; and

• autonomous entity adjustments of incremental expense or other charges necessary to reflect the operations and financial position of Outdoor Products as an independent and separate publicly-traded company.

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The operating expenses reported in our historical combined statements of comprehensive income (loss) include allocations of certain Vista Outdoor costs, such as corporate costs, shared services and other related costs that benefit us. Our historical combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. Accordingly, such financial information reflects an allocation of general corporate costs, such as information technology, finance and accounting, human resources, legal, and other expenses that are either specifically identifiable or clearly applicable to Outdoor Products.

As an independent, publicly-traded company, we expect to incur certain incremental costs resulting from the Spin-Off that were not included in our historical combined financial statements. These costs include information technology fees that are reflected as autonomous entity adjustments in the unaudited pro forma condensed combined financial statements presented below. In addition, we have provided a presentation of management adjustments that management believes are necessary to enhance an understanding of the pro forma effects of the Spin-Off. Actual future costs incurred may differ from these estimates.

Subject to the terms of the Separation and Distribution Agreement, Vista Outdoor will pay all nonrecurring third-party costs and expenses related to the Spin-Off and incurred prior to the completion of the Spin-Off. Such nonrecurring amounts are expected to include costs to separate and/or duplicate information technology systems, external advisory fees (other than fees and expenses in connection with any debt financing of Outdoor Products), third-party legal and accounting fees and similar costs. After the completion of the Spin-Off, subject to the terms of the Separation and Distribution Agreement, all costs and expenses related to the Spin-Off incurred by either Vista Outdoor or us will be borne by the party incurring the costs and expenses.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 25, 2023

(amounts in thousands)	Historical			Transaction Accounting Adjustments				Autonomous Entity Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	30,409		$	—		(f) (h)	$	—		$	30,409
Net receivables		221,315			—				—			221,315
Net inventories		383,335			—				—			383,335
Prepaid expenses		29,320			—				—			29,320
Other current assets		6,150			3,228		(f) (i)		—			9,378
Total current assets		670,529			3,228				—			673,757
Net property, plant and equipment		69,019			—				—			69,019
Operating lease assets		100,230			—				424	(s)		100,654
Goodwill		379,603			—				—			379,603
Net intangible assets		662,027			—				—			662,027
Other non-current assets, net		69,403			400		(i)		—			69,803
Total assets	$	1,950,811		$	3,628			$	424		$	1,954,863
LIABILITIES AND EQUITY												—
Current liabilities:												—
Accounts payable	$	98,369		$	485		(i)	$	—		$	98,854
Accrued compensation		23,807			3,238		(j)		—			27,045
Accrued income taxes		2,109			(1,341	)	(k)		—			768
Sales and other taxes payable		12,785			—				—			12,785
Other current liabilities		112,912			(1,086	)	(i) (j)		204	(s)		112,030
Total current liabilities		249,982			1,296				204			251,482
Deferred income tax liabilities		28,193			6,028		(k)		—			34,221
Long-term operating lease liabilities		97,986			—				220	(s)		98,206
Other long-term liabilities		27,981			(14,500	)	(j) (k)		—			13,481
Total liabilities		404,142			(7,176	)			424			397,390
EQUITY
Common stock, $0.01 par value, 500,000,000 authorized and 57,997,650 shares issued and outstanding		—			579		(p)		—			579
Additional paid-in capital		—			1,563,694		(n) (p)		—			1,563,694
Parent company investment		1,553,469			(1,553,469	)	(n)		—			—
Accumulated other comprehensive loss		(6,800	)		—				—			(6,800	)
Total parent company equity		1,546,669			10,804				—			1,557,473
Total liabilities and parent company equity	$	1,950,811		$	3,628			$	424		$	1,954,863

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

THREE MONTHS ENDED JUNE 25, 2023

(amounts in thousands, except per share data)	Historical			Transaction Accounting Adjustments				Autonomous Entity Adjustments		Pro Forma
Sales, net	$	321,443			$        (4,845	)	(l)	$	—	$	316,598
Cost of sales		226,717			(4,845	)	(l)		—		221,872
Gross profit		94,726			—				—		94,726
Operating expenses:
Research and development		10,364			—				—		10,364
Selling, general and administrative		89,659			—				—		89,659
Operating income (loss)		(5,297	)		—				—		(5,297	)
Other expense, net		(541	)		—				—		(541	)
Interest (expense) income, net		42			—				—		42
Loss before income taxes		(5,796	)		—				—		(5,796	)
Income tax benefit (provision)		438			—		(m)		—		438
Net loss	$	(5,358	)	$	—			$	—	$	(5,358	)
Pro forma earnings per share
Pro forma basic and diluted										$	(0.09	)	(q)
Pro forma weighted-average shares outstanding
Pro forma basic and diluted											57,455		(q)

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

YEAR ENDED MARCH 31, 2023

(amounts in thousands, except per share data)	Historical			Acquisition Adjustments (1)			Transaction Accounting Adjustments				Autonomous Entity Adjustments				Pro Forma
Sales, net	$	1,339,378		$	146,216		$	(17,502	)	(l)	$	—			$	1,468,092
Cost of sales		962,587			91,985			(17,502	)	(l)		—				1,037,070
Gross profit		376,791			54,231			—				—				431,022
Operating expenses:
Research and development		36,652			1,109			—				—				37,761
Selling, general and administrative		333,923			48,831			—				675		(r)		383,429
Impairment of goodwill and intangibles		374,355			—			—				—				374,355
Operating income (loss)		(368,139	)		4,291			—				(675	)			(364,523	)
Other income		2,124			(700	)		—				—				1,424
Interest (expense) income, net		173			—			—				—				173
Income (loss) before income taxes		(365,842	)		3,591			—				(675	)			(362,926	)
Income tax (provision) benefit		29,181			(641	)		—		(m)		162		(t)		28,702
Net income (loss)	$	(336,661	)	$	2,950		$	—			$	(513	)		$	(334,224	)
Pro forma earnings per share
Pro forma basic and diluted																(5.84	)	(q)
Pro forma weighted-average shares outstanding
Pro forma basic and diluted																57,190		(q)

(1) - See Note 1 for details of acquisition adjustments

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data and unless otherwise indicated)

Note 1: Acquisition Adjustments

The following depicts the historical financial information of the acquired entities during the fiscal year ending March 31, 2023 before the acquisition date as noted below:

	Fox Racing (4/1/2022 – 8/4/2022)			Simms Fishing (4/1/2022 – 8/23/2022)			Purchase Price Allocation Adjustments				Total
Sales, net	$	105,855		$	40,361		$	—			$	146,216
Cost of sales		59,895			25,590			6,500		(a) (c)		91,985
Gross profit		45,960			14,771			(6,500	)			54,231
Operating expenses:
Research and development		—			1,109			—				1,109
Selling, general and administrative		38,274			10,776			(219	)	(a) (c) (d)		48,831
Operating income		7,686			2,886			(6,281	)			4,291
Other income (expense)		(847	)		147			—				(700	)
Interest expense		(2,418	)		(9	)		2,427		(b)		—
Income (loss) before income taxes		4,421			3,024			(3,854	)			3,591
Income tax (provision) benefit		(247	)		—			(394	)	(e)		(641	)
Net income (loss)	$	4,174		$	3,024		$	(4,248	)		$	2,950

The unaudited pro forma condensed combined income statement for the fiscal year ended March 31, 2023, includes the following adjustments:

a. Adjustment for amortization related to the allocated fair-value basis of the intangible assets allocated in the purchase price. The customer relationship intangibles will be amortized over an average of 14 years.

Cost of sales:
Estimated amortization related to customer relationships	$	6,463
SG&A:
Remove historical amortization expense related to intangibles	$	(622	)

b. Adjustment was made to eliminate interest and amortization of deferred issuance costs on Fox Racing’s revolving credit facility, and elimination of interest and discount amortization on Fox Racing’s long-term debt which were both extinguished at the acquisition date.

Elimination of historical interest expense $        (2,427 ) 

c. Adjustment for depreciation related to the revised fair-value basis of the acquired property, plant and equipment and change in estimated useful lives.

Cost of sales:
Estimated adjustment related to the revised fair-value basis	$	770
Remove historical depreciation expense		(733	)
Total pro forma adjustment to cost of sales for depreciation	$	37
SG&A:
Estimated adjustment related to the revised fair-value basis	$	1,585
Remove historical depreciation expense		(652	)
Total pro forma adjustment to SG&A for depreciation	$	933

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d. Represents a reduction to selling, general and administrative of $530 for the fiscal year ended March 31, 2023, for management fees historically charged by the previous owner of Fox Racing under the terms of their management agreement.

e. Income tax effect of the adjustments made at a blended statutory federal, state, and international statutory rate of 24% including treating Simms Fishing as a corporation for the entire year.

Note 2: Transaction Accounting Adjustments

f. This adjustment reflects our expected entry into a revolving credit facility in connection with the Spin-Off. However, the facility is not expected to be utilized at the completion of the Spin-Off. The associated issuance costs of $[                    ] will be paid in cash, recorded in Other current assets and amortized to Interest expense over the term of the credit facility.

g. The adjustment of $[                    ] and $[                    ] for the three months ended June 25, 2023 and the fiscal year ended March 31, 2023, respectively, represents approximately $[                    ] in amortization of debt issuance costs and $[                    ] related to annual commitment fees, and $[                    ] in amortization of debt issuance costs and $[                    ] related to annual commitment fees, respectively, in each case for the revolving credit facility as described in note (f) above. We expect to pay a commitment fee on the unused commitments under the revolving credit facility of [                    ]% per annum.

h. We expect that, as of the date of completion of the Spin-Off, cash and cash equivalents will be approximately $[                    ], due in part to additional cash contributions from Vista Outdoor.

i. Reflects information technology assets, and liabilities related to corporate overhead transferred to Outdoor Products from Vista Outdoor in connection with the Spin-Off, per the Separation and Distribution Agreement. These assets and liabilities are incremental to the assets and liabilities in the combined financial statements as Outdoor Products did not manage these assets and liabilities. The expenses associated with these assets and liabilities have been allocated to Outdoor Products and are included within the combined financial statements. The following represents assets and liabilities transferred to Vista Outdoor upon completion of the Spin-Off per the Separation and Distribution Agreement:

Other current assets	$	3,228
Other non-current assets, net		400
Accounts payable		485
Other current liabilities		471

j. Reflects employee-related obligations of active and former employees transferred to Outdoor Products from Vista Outdoor in connection with the Spin-Off or retained by Vista Outdoor in connection with the Spin-Off per the Employee Matters Agreement. The assets and liabilities that are to be transferred to Outdoor Products are incremental to the amounts in the combined financial statements as Outdoor Products did not manage these liabilities. The expenses associated with these liabilities have been allocated to Outdoor Products and are included within the combined financial statements.The assets and liabilities that are to be retained by Vista Outdoor were included in the combined financial statements as Outdoor Products did manage these assets and liabilities but they will not be transferred to Outdoor Products per the Employee Matters Agreement. The following represents liabilities transferred to Vista Outdoor or retained () by Vista Outdoor upon completion of the Spin-Off per the Employee Matters Agreement:

Accrued payroll and benefits	$	2,660
Accrued transaction bonuses		578
Other current liabilities		(1,557	)
Other long-term liabilities		(942	)

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k. Reflects related net liabilities transferred to Outdoor Products from Vista Outdoor in connection with the Spin-Off or retained by Vista Outdoor in connection with the Spin-Off per the Tax Matters Agreement. The net liabilities that are to be transferred to Outdoor Products are incremental to the amounts in the combined financial statements as Outdoor Products did not manage these net liabilities. The net liabilities that are to be retained by Vista Outdoor were included in the combined financial statements as Outdoor Products did manage these net liabilities but they will not be transferred to Outdoor Products per the Tax Matters Agreement. The following represents net liabilities transferred to Vista Outdoor or retained () by Vista Outdoor upon completion of the Spin-Off per the Tax Matters Agreement:

Accrued income taxes	$	(1,341	)
Uncertain tax positions liability		(13,558	)
Deferred tax liability		6,028

l. Reflects the effect of the termination of the supply agreement between Outdoor Products and Vista Outdoor after the Spin-Off. The historical combined statement of comprehensive income (loss) reflects certain net sales and cost of goods sold pursuant to pre-existing intercompany arrangements between Outdoor Products and Vista Outdoor. Sales of product from Outdoor Products to Vista Outdoor are expected to cease shortly following the Spin-Off. Accordingly, net sales and cost of goods sold has been adjusted for the three months ended June 25, 2023, and the fiscal year ended March 31, 2023 related to these product sales. See Note 16, Related-Party Transactions, to our audited combined financial statements included elsewhere in this Information Statement, for information regarding these related-party sales.

m. The pro forma income tax expense adjustments arising from adjustments to transaction accounting and adjustments to income before income taxes reflect a blended statutory tax rate of 24% based on statutory rates by jurisdiction. Management believes the blended statutory tax rate provides a reasonable basis for the pro forma adjustments.

n. Represents the reclassification of Vista Outdoor’s net investment in Outdoor Products to Additional paid-in capital.

o. The Additional paid-in capital adjustments are summarized below:

Net parent investment (n)	$	1,553,469
Net assets being transferred to Outdoor Products		3,628
Net liabilities being retained by Vista Outdoor		7,176
Common stock issuance		(579	)
Total pro forma adjustments to Additional paid-in capital	$	1,563,694

p. Reflects the distribution of 57,997,650 shares of our common stock with a par value of $0.01 per share in connection with the Spin-Off. We have assumed the number of outstanding shares of our common stock based on 57,997,650 shares of Vista Outdoor common stock outstanding on June 25, 2023 and a distribution ratio of one share of our common stock for every one share of Vista Outdoor common stock. The actual number of shares issued will not be known until the Record Date for the Distribution.

q. Pro forma basic and diluted earnings per share and pro forma weighted-average basic shares outstanding for the three months ended June 25, 2023 and the fiscal year ended March 31, 2023 is based on the number of weighted average Vista Outdoor common shares outstanding during the three months ended June 25, 2023 and the fiscal year ended March 31, 2023, respectively, assuming a distribution ratio of one share of our common stock for every one share of Vista Outdoor common stock. Due to the net loss for the three months ended June 25, 2023 and the fiscal year ended March 31, 2023, there are no common shares added to calculate dilutive earnings per share because the effect would be anti-dilutive.

Note 3: Autonomous Entity Adjustments

The unaudited pro forma condensed combined balance sheet as of June 25, 2023, and the unaudited pro forma condensed combined income statement for the three months ended June 25, 2023, include the following autonomous entity adjustments:

r. Reflects additional one-time expenses primarily related to the separation and the stand-up of Outdoor Products as a standalone public company, which are expected to be incurred within 12 months following the completion of the Spin-Off. These charges primarily consist of incurred but not recorded and estimable costs covered by executed contracts related to system implementation, business separation and other costs. These costs are necessary to facilitate the separation and establish Outdoor Products as an autonomous entity. These adjustments are comprised of non-recurring expenses of $675 in Selling, general and administrative expenses for the fiscal year ended March 31, 2023. Actual charges that will be incurred could be different from these estimates.

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s. Reflects the net impact of sub-lease arrangements with Vista Outdoor for corporate offices that are expected to be entered into in connection with the Spin-Off. These adjustments record the operating right-of-use assets and related operating lease liabilities based on the estimated present value of the lease payments over the lease term. There is no income statement impact as lease expense is expected to be consistent with facilities charges included in the historical combined statements of operations.

t. The pro forma income tax expense adjustments arising from autonomous entity adjustments reflect a blended statutory tax rate of 24% based on statutory rates by jurisdiction. Management believes the blended statutory tax rate provides a reasonable basis for the pro forma adjustments.

Note 4: Management Adjustments

Management has elected to present management adjustments to the pro forma financial information and included all adjustments necessary for a fair statement of such information. As part of Vista Outdoor, our historical combined financial statements include allocations for certain costs of support functions that are provided on a centralized basis, which include finance, human resources, information technology, legal, strategy, and other support functions.

Following the separation, as a standalone company we expect to incur incremental one-time and recurring costs in certain corporate support functions based on our design efforts to develop an operating model aligned with the requirements of a standalone company such as system implementation costs, business and facilities separation, applicable employee-related costs, development of our brand and other matters.

We also expect to incur recurring and ongoing costs required to operate new functions for a public company such as external reporting, internal audit, treasury, investor relations, board of directors and officers, stock administration, and expanding the services of existing functions such as information technology, finance, supply chain, human resources, legal, tax, facilities, and branding and insurance.

Management expects to incur these costs beginning at separation through a period of approximately six to twelve months post separation.

Primarily as a result of the above items, Outdoor Products expects to incur higher expenses than the historical allocated costs due to dis-synergies in order to operate as a standalone public company. The adjustments below reflect these dis-synergies, which are represented by higher costs of $8,627 for the three months ended June 25, 2023 and $25,108 for the fiscal year ended March 31, 2023.

Management estimated these dis-synergies by using Vista Outdoor’s fiscal year 2024 corporate budget as a baseline and conducting an incremental assessment for each corporate functional area (financial reporting, tax, legal, risk management, human resources, information technology and other general and administrative functions) and an employee-level census to identify all incremental resources and associated costs, including systems and third-party contracts as noted above, required for Outdoor Products to operate as a standalone public company. This assessment was performed consistently across all departments and consisted of department leads identifying the frequency, length, and sourcing model (in-source, third-party, etc.) needed for the business on an ongoing basis. The employee-level census involved the analysis of employee compensation, benefits and other non-salary related costs based on the number of employees that would be needed to provide corporate services at Outdoor Products after the separation. As a result of this assessment, management identified both incremental needs to those which are included in the historical financial statements and covered by the Transition Services Agreement as well as new needs not previously incurred. Any shortfall of required resource needs will be filled through external hiring or will be supported by Vista Outdoor through transition arrangements.

Additional dis-synergies have been estimated based on assumptions that management believes are reasonable. However, actual additional costs that will be incurred and cost savings could be different from the estimates and would depend on several factors, including the economic environment, results of contractual negotiations with third-party vendors, ability to execute on proposed separation plans, and strategic decisions made in areas such as human resources, insurance and information technology. In addition, adverse effects and limitations including those discussed in the section entitled “Risk Factors” beginning on page 30 of this Information Statement may impact actual costs incurred. If Outdoor Products decides to increase or reduce resources or invest more heavily in certain areas in the future, that will be part of its future decisions and have not been included in the management adjustments below.

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These management adjustments include forward-looking information that is subject to the safe harbor protections of the Exchange Act. The tax effect has been determined by applying the statutory federal and state income tax rate to the aforementioned adjustments.

	For the three months ended June 25, 2023
	Net loss			Basic and diluted loss per share			Basic and diluted weighted average shares
*Unaudited pro forma combined net loss	$	(5,358	)	$	(0.09	)		57,455	(q	)
Management adjustments:
Dis-Synergies		(8,627	)
Tax effect		2,071
Unaudited pro forma combined net loss after management adjustments	$	(11,914	)	$	(0.21)			57,455	(q	)
	For the year ended March 31, 2023
	Net loss			Basic and diluted loss per share			Basic and diluted weighted average shares
*Unaudited pro forma combined net loss	$	(334,224	)	$	(5.84	)		57,190	(q	)
Management adjustments:
Dis-Synergies		(25,108	)
Tax effect		6,026
Unaudited pro forma combined net loss after management adjustments	$	(353,306	)	$	(6.18	)		57,190	(q	)

* As shown in the Unaudited Pro Forma Condensed Combined Income Statement

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BUSINESS

Our Purpose, Vision and Commitment

Our purpose is to be a passionate outdoor company with the brands, products and culture that unite people around a shared love and responsibility for the outdoors.

Our vision is to build powerhouse brands that empower individuals to achieve their goals and live their best outdoor lives.

Our commitment is to invest in people and communities, create safe environments, lead through innovation and promote responsible stewardship of the outdoors in everything we do.

Leader in the Outdoor Industry

Outdoor Products is a leading platform of iconic consumer product brands that serve a diverse range of outdoor enthusiasts around the world. We design, develop, manufacture, source and distribute outdoor and lifestyle gear, equipment and apparel to enhance the experiences of hikers, campers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, golfers, anglers and hunters. Given our broad product offering across our diversified portfolio of outdoor brands, we believe that our business is well-positioned to continue to capture lifestyle shifts toward outdoor recreation. As we continue to grow and build our brand portfolio, we expect to further strengthen our market footprint and connection with our consumers through innovative product offerings and competitive pricing. Our industry-leading verticals – Hydration, Golf, Action Sports, Outdoor Cooking, Outdoor Accessories, Fishing and Technical Gear and Apparel – together with our Centers of Excellence, have enabled us to drive strong financial performance, as evidenced by a compound annual revenue growth of 14.3% (or 3.8%, excluding the impact of acquisitions) from fiscal year 2020 to fiscal year 2023.

We are headquartered in [            ] and have manufacturing and distribution facilities in the U.S., Canada, Mexico and Puerto Rico along with international customer service, sales and sourcing operations in Asia and Europe. We have a robust global distribution network serving customers in over 100 countries. We have a world class supply chain and operations team that includes over 70 employees based in Asia. This team has extensive experience that we use to navigate difficult supply chain issues by utilizing both scale and expertise. Additionally, we continue to invest in operational and supply chain improvements and optimize our distribution system, including by combining existing distribution centers to achieve cost improvements and rerouting distribution pathways based on customer concentrations to reduce delivery times.

We believe that over the past eight years, we have earned a reputation in the outdoor products industry as the acquirer of choice. We believe that founders and management of companies we acquire attribute value to our ability to provide operating expertise and resources on a scale that can significantly accelerate the growth of their companies. We work closely with founders and management throughout the due diligence process to understand their culture and goals for their business and then execute on a strategy designed to achieve their vision. This has led to many proprietary acquisition opportunities (by which we mean acquisition opportunities that are not offered to a wider potential acquirer group), with over 50% of our acquisitions since 2021 being proprietary in nature. Successful acquisitions and subsequent integrations we have completed include Foresight Sports, QuietKat, Stone Glacier, Fiber Energy Products, Camp Chef, CamelBak, Bell, Giro, Simms Fishing and Fox Racing. We believe that our M&A Center of Excellence, combined with our repeatable, sophisticated due diligence and integration model, will continue to provide us with a competitive advantage as we drive growth through identification and consummation of strategic acquisition opportunities.

We believe that the Vista Outdoor Board’s decision to separate the Outdoor Products business from Sporting Products creates a number of compelling benefits. Outdoor Products will have an enhanced strategic focus with resources to support its specific operational needs and growth drivers along with a strengthened ability to attract and retain top talent.

Diversified Portfolio of Iconic Outdoor Brands

Our brands are well known market leaders in their respective product categories. Many of our brands have a rich, long-standing heritage and connection to their core consumer markets, such as CamelBak, Bell, Giro, Camp Chef, Bushnell, Fox Racing and Simms Fishing. Our portfolio also includes newer, high-growth brands that are capturing changing consumer preferences and leading technological advances in their respective fields, such as our golf technology brand, Foresight Sports, our e-bike brand, QuietKat, and our back-country hunting gear, packs and apparel brand, Stone Glacier.

Our Reportable Segments and Verticals

• Performance Sports. Our Performance Sports reportable segment consists of our Golf vertical and our Outdoor Accessories vertical.

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^○  Golf. Our Golf vertical is comprised of the Bushnell Golf and Foresight Sports brands. The primary Golf product lines include launch monitors, laser rangefinders, GPS devices, golf simulators and other technology products. The Bushnell Golf brand is #1 in GPS and rangefinders, and the Bushnell Golf and Foresight Sports brands, on a combined basis, are #2 in launch monitors.

^○  Outdoor Accessories. Our Outdoor Accessories vertical is comprised of 18 brands in the hunting and broader outdoor recreation space. Our market-leading brands in this vertical include Bushnell, Blackhawk, Champion, Gold Tip, Primos and RCBS. The primary Outdoor Accessories product lines include sport optics and archery and hunting accessories.

• Action Sports. Our Action Sports reportable segment consists of our Action Sports vertical.

^○  Action Sports. Our Action Sports vertical is comprised of the Bell, Blackburn, Copilot, Fox Racing, Giro, Krash!, QuietKat and Raskullz brands. The primary Action Sports product lines include e-bikes, helmets, goggles and accessories for cycling, snow sports, motocross and power sports. The Bell, Fox Racing and Giro brands, on a combined basis, are #1 in helmets, and the Giro brand is #2 in snow goggles and #2 in snow helmets.

• Outdoor Recreation. Our Outdoor Recreation category consists of our Hydration vertical, our Outdoor Cooking vertical, our Fishing vertical and our Technical Gear and Apparel vertical.

^○  Hydration. Our Hydration vertical is comprised of the CamelBak brand. The primary Hydration product lines include hydration packs, water bottles, drinkware and coolers. The CamelBak brand is #1 in bike and hike hydration packs and #1 in bike water bottles.

^○  Outdoor Cooking. Our Outdoor Cooking vertical is comprised of the Camp Chef and Fiber Energy Products brands. The primary Outdoor Cooking product lines include pellet grills, cookware, pellets and camp stoves. The Camp Chef brand is #2 in camp stoves and #4 in pellet grills.

^○  Fishing. Our newest vertical, Fishing, is comprised of the Simms Fishing brand. The primary Fishing product lines include waders, sportswear, outerwear, footwear and fishing tools and accessories. The Simms Fishing brand is #1 in waders for the independent retailer market and has a strong position as a premium angling brand.

^○  Technical Gear and Apparel. Our Technical Gear and Apparel vertical is comprised of the Stone Glacier brand. The primary Technical Gear and Apparel product lines include packs, camping equipment and technical apparel.

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Notes:

1. Action Sports also includes Copilot and Krash!

2. Outdoor Accessories also includes Beestinger, Butler Creek, Eagle, Gunmate, Hoppe’s, M-Pro 7, Outers, Redfield, Simmons, Tasco, Uncle Mike’s, Venor and Weaver

Customers & Marketing

We serve the outdoor recreation market through a diverse portfolio of well-recognized brands that provide consumers with a wide range of performance-driven, high-quality and innovative products. We sell our products through big-box, specialty and independent retailers and distributors such as Academy, Amazon, Bass Pro Shops/Cabela’s, Dick’s Sporting Goods, Nations Best Sports, Recreational Equipment, Inc., Sports Inc., Sports South, Scheels, Sportsman’s Warehouse, Target and Walmart. Some of our products are also sold directly to consumers through our brands’ websites and retail locations. We have a scalable, integrated portfolio of brands that allows us to leverage our deep customer knowledge, product

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development and innovation, supply chain and distribution and sales and marketing functions across product categories to better serve our retail partners and consumers.

Sales to our top ten customers accounted for approximately 23% of our combined net sales in fiscal year 2023. In fiscal year 2023, U.S. customers represented approximately 71% of our sales, and customers outside of the U.S. represented approximately 29% of our sales. See Note 17, Operating Segment Information, to the audited combined financial statements included elsewhere in this Information Statement for further information regarding our customers and geographic information regarding our sales.

Omni-channel marketing and sales have been a major focus of our business, and we have gained meaningful traction with our various initiatives. Direct-to-consumer channels, including our brands’ direct-to-consumer websites, owned brick and mortar retail, mobile device applications and third-party market places, represent an increasing portion of our sales across all of our brands. Through our shared E-commerce Center of Excellence, we deploy resources and expertise to all of our brands to help them accelerate the growth of their presence in these channels and respond to changes in consumer shopping behavior. We have found that direct-to-consumer strategies not only enable us to achieve higher margins, but also benefit the customer by providing the convenience of accessing our full portfolio of products wherever and whenever they want to shop.

We believe the outdoor recreation industry is led by enthusiasts with a passion for reliable, high-performance products, who rely on a wide variety of media for opinions and recommendations about available products. We use paid, earned, shared and owned media to enhance the perception of our brands and products and to reinforce our leadership positions in the market. We supplement this exposure with data-driven print and digital advertising that is designed to maximize reach and return on investment. We have an industry-leading digital media presence that includes YouTube and other social media influencers. Our goal is to strengthen our existing consumers’ brand loyalty while at the same time reaching new users of our products.

Compelling Industry Dynamics

Significant Market Opportunity

Our penetration of the total addressable market (“TAM”) for outdoor products continues to expand with each new product innovation and adjacent market entered. We define TAM as the sum of the entire potential market revenue in the categories in which we have a presence, independent of our ability to reach and serve that market. TAM is calculated using data from third-party research, publicly available information and the Company’s internal research. Our core outdoor products TAM in the U.S., which includes product categories where our brands have leadership or meaningful positions, exceeded an estimated $15 billion as of 2022. Our global TAM exceeded an estimated $100 billion as of 2022, with a strong outlook as participation in outdoor activities continues to grow, reaching a record 168.1 million participants, or over 50% of the U.S. population over the age of six, as of 2022. The surge of participation brought on by the COVID-19 pandemic has persisted, as the new participants continue to be engaged despite the return of pre-pandemic activities and routines. Given our estimated TAM and our revenue of approximately $1.3 billion for the fiscal year ended March 31, 2023, we believe we have significant opportunity for future growth.

Fragmented Market

The outdoor recreation industry is highly fragmented, with a large number of companies operating in specialized areas, many of which are adjacent to the areas in which Outdoor Products currently operates. Given the scale and diversity of our brand portfolio, we believe we are well-positioned to execute tuck-in acquisitions to expand our footprint in this space. There were over 1,000 athletic and sporting goods manufacturers in the U.S. as of December 2022, with new companies emerging at a rapid pace. We believe that as an acquirer of choice, we will have many opportunities to continue to expand our strong portfolio of brands.

Secular Tailwinds

The outdoor recreation industry has benefited from strong outdoor participation trends across multiple outdoor activities, including camping, cycling, hunting and golf. For example, participation in outdoor recreation in the U.S. has been steadily growing since 2014 and hit an all-time high in 2022 as measured by number of participants. Furthermore, according to the National Golf Foundation, on-course participation in golf has risen five years in a row, reaching 25.6 million golfers in 2022, the highest level in more than a decade. While COVID-19 contributed to this increased participation in outdoor recreation, we continue to observe elevated participation rates as we emerge from the pandemic and expect these trends to continue going forward.

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Sources:

1. Outdoor Products revenue for FY 2023 as set forth in the combined financial statements, included elsewhere in this Information Statement.

2. Represents all categories that Outdoor Products currently operates in within the U.S. market.

3. Includes adjacent outdoor categories, Golf, outdoor apparel, hiking, camping, and hunting / fishing equipment. International geographies include EU, Australia, Japan, China and Korea.

Competitive Strengths

One of the Largest Portfolios in the Outdoor Products Space, Comprised of Iconic and Highly Sought-After Brands

Our portfolio includes iconic, market-leading brands and is one of the largest collections in the industry, consisting of 34 brands that design, manufacture and market outdoor products. We serve a broad and diverse range of consumers around the globe, including hikers, campers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, golfers, anglers and hunters. Many of our brands have a rich, long-standing heritage and connection to their core consumer markets, such as CamelBak, Bell, Giro, Camp Chef, Bushnell, Fox Racing and Simms Fishing. Our portfolio also includes newer, high-growth brands that are capturing changing consumer preferences and leading technological advances in their respective fields, such as our golf technology brand, Foresight Sports, our e-bike brand, QuietKat, and our back-country hunting gear, packs and apparel brand, Stone Glacier. We believe this diverse brand portfolio is a source of strength for our company and helps us maintain leading market share positions in multiple product categories, while also nimbly responding to changes in consumer preferences and technology.

Our operating model leverages our shared resources and Centers of Excellence (described below) across brands to achieve levels of performance that would be out of reach for any one brand on its own. To maintain the strength of our brands and drive revenue growth, we invest our shared resources in product innovation and seek to continuously improve the performance, quality and affordability of our products. Our scale and expertise allow us to provide our brands with top tier operational capabilities in digital marketing and e-commerce, supply chain management, distribution and customer support for our retail partners and end consumers. Furthermore, our scale enables us to leverage our cumulative consumer insights and achieve greater negotiating power with respect to vendors, suppliers and retailers to provide a competitive advantage to our brands.

Proven, Repeatable Acquisition and Integration Process

We focus on four main criteria when evaluating acquisition targets, which has allowed us to build and apply a consistent, repeatable acquisition and integration process:

1. Acquire in existing and adjacent spaces.

2. Acquire great brands that resonate with consumers.

3. Acquire businesses where we can add value and have a clear path to synergies.

4. Acquire businesses at attractive multiples that are accretive to our company valuation.

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As part of Vista Outdoor, we have completed seven acquisitions since the end of calendar year 2020 to add scale, expand our addressable market and add new capabilities. Our M&A strategy follows a disciplined process in which we allocate capital to attractive markets and complementary brands to build upon our extensive portfolio and broaden our base of consumers. At the same time, we maintain a founder’s mentality in which we give brands the autonomy to continue running and growing their businesses while leveraging the shared resources of our Centers of Excellence. Focusing on companies operating in existing and adjacent spaces ensures our ability to efficiently integrate new brands into our portfolio and enables rapid scaling by leveraging common systems, pre-existing consumer insights and competitive knowledge to improve performance and achieve synergies among our businesses. Moving forward, we expect that these learned skills and capabilities will continue to be a key differentiator for Outdoor Products. Set forth below are illustrative examples of how we have applied our corporate operating expertise to several recently acquired companies.

Date Acquired:	September 28, 2021	August 5, 2022	August 22, 2022
How did Outdoor Products add expertise?	•  Invested heavily in talent (e.g., engineering, finance and procurement) •  Leveraged Supply Chain CoE to ensure supply continuity •  Implemented tailored operational enhancement plan	•  Utilized Supply Chain CoE to reduce facility footprints, build stronger strategic relationships with suppliers and consolidate contracts •  Consolidated back office while combining teams to fuel innovation	•  Engaged with leadership at other Vista Outdoor brands to improve go-to-market sales process •  Assistance from the Supply Chain CoE improved currency and other costs
What were the results?	•  Well-positioned to become a sizeable golf technology business based on sales •  Meaningful go-to-market synergies with Bushnell Golf business	•  Achieved economies of scale and meaningful back office and go-to-market synergies •  Enhanced collaboration and creativity while investing to strengthen our brands for more impact	•  Enhanced clarity and desired outcomes of the go-to-market strategy •  Meaningful reduction to cost of goods sold in fiscal year 2023 to support gross margin improvements

Culture of Innovation Drives Robust New Product Pipeline

In the highly competitive businesses in which we operate, new product innovation is critical to our brands’ success. Our scale and shared resources allow us to continue to invest in new product innovation at all points in the economic cycle. We employ approximately 125 dedicated design and product development professionals across our brands. By applying our engineering and manufacturing expertise, we have been able to bring new and innovative products to market that maintain product differentiation, deliver improved margins and meet the demanding requirements of our enthusiast consumers. Recent examples of our innovative, market-leading products include:

• Stone Glacier, a leading manufacturer of premium outdoor equipment, recently announced its complete, systematic line of technical gloves and mittens. The brand’s versatile lineup includes its Chinook Merino Gloves, Mirka Gloves, Graupel Fleece Gloves, Altimeter Gloves and Altimeter Mitts – providing comfort through dexterity in varying backcountry conditions.

• Bushnell, an industry leader in performance optics, released the Fusion X Rangefinding Binoculars and Prime 1800 Laser Rangefinder, both featuring ActivSync technology that automatically transitions readouts from black to red depending on lighting conditions. Last year, Bushnell also introduced the Broadhead Laser Rangefinder, the most accurate consumer grade rangefinder on the market with 0.3-yard accuracy out to 150 yards.

• QuietKat, a leader in innovation within the off-road e-bike industry, introduced a brand new e-bike model, the Lynx. The Lynx represents the latest in full-suspension electric bicycles with an innovative design that pushes the envelope of style and high-performance for the brand. The Lynx establishes a new category for QuietKat, as it takes its proven off-road capabilities and blends it with a café moto style in a fun and powerful ride that is aimed at the discerning user who demands the latest technology and a premium ride. Able to tear up the road in style, then go further when the pavement ends, the Lynx is a fully capable off-road technical machine that can tackle the roughest terrain.

• Fox Racing, a leader in motocross industry and a growing brand in the mountain bike category, has entered the mountain bike shoe category with the launch of the Union shoes series. With this offering, Fox Racing now provides mountain bike and motocross riders offerings for head-to-toe protection and apparel. From world champions to

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everyday trailblazers, the new Union shoes deliver a real connection to the bike with grip, durability and superb fit offered across all three versions to suit multiple ride styles and rider needs.

• CamelBak recently launched new and redesigned hiking hydration packs as part of its Spring 2023 collection. These models include the all-new Fourteener collection, a fully redesigned Octane 22 and two new sizes in the Octane family. The new and redesigned hydration packs blend technical features with premium materials to provide hikers with a range of size options and styles suitable for any environment and length of day hike.

• For avid golfers, Bushnell Golf has continued to build off the success of the previous generation of products and revolutionize golf laser rangefinders with the feature rich Pro X3. The Pro X3 has taken our best-performing rangefinder and taken it to the next level, offering accuracy and performance unmatched by other laser rangefinders. The Pro X3 also features a new, patent-pending Locking Slope-Switch, significantly reducing the user’s risk of accidentally putting the unit into Slope mode during tournament play. The Pro X3 is our most advanced and best performing rangefinder to date and is the model preferred and used by many PGA Tour players.

Centers of Excellence Provide Significant Scale Advantage

We have developed a methodical approach to sharing our expertise in supply chain, e-commerce and M&A, which we refer to as our Centers of Excellence, across our verticals. Our Centers of Excellence provide our brands with significant shared resources that can be leveraged to drive growth in revenue and profitability, including expertise in sourcing, global distribution, enhanced purchasing power, sophisticated e-commerce systems, advanced analytics and a proven M&A playbook. We believe that our Centers of Excellence enable us to manufacture and distribute products in a more efficient and strategic manner than our competitors. Additionally, our Centers of Excellence enable our brands to dedicate a greater portion of their time to creating new, innovative products for consumers and better experiences for customers, enabling us to better serve their needs and capture market share. With our Centers of Excellence, we have the ability to realize the full potential of the businesses we acquire. This has become a compelling aspect of our value proposition, which has positioned us as the acquirer of choice in the outdoor industry. As we invest in our business and acquire more brands, the power of our Centers of Excellence will continue to grow as we scale and build on these competencies, driving further operating leverage.

Integrated supply chain management is a core focus of our company. We source finished product both domestically and internationally for global distribution and have teams of local sourcing and quality assurance experts on the ground where our largest suppliers are located. We continuously seek to improve our vendor base as well as our in-country support and oversight, and through our integrated supply chain management process, we seek to provide year-over-year reductions in product costs. We believe the scope and scale of our sourcing network would be difficult for many of our competitors to replicate. As a result of the COVID-19 pandemic, supply chain interruption impacted our company beginning in 2020. Our team worked to mitigate these impacts including by increasing output from our current suppliers and identifying alternatives. As of 2023, this risk has largely been abated and we do not expect supply chain issues to have a material impact in the near future.

Our supply chain and logistics infrastructure gives us the ability to serve a broad array of wholesale and retail customers, many of whom rely on us for services such as category management, marketing campaigns, merchandising and inventory replenishment. We believe our strong wholesale and retail relationships and diverse product offering provide us with a unique competitive advantage.

E-commerce has been a focus of our business, and we have gained meaningful traction with our various initiatives. We have found that e-commerce not only enables us to achieve higher margins, but also benefits the customer by providing the convenience of accessing our full portfolio of products wherever and whenever they want to shop.

We maintain strong relationships with our retail partners based on trust and professionalism. Our long-standing commitment to our customers, diverse product offering and focus on profitability for both our company and our retail partners have enabled us to gain shelf space and secure premium placement of our products at many major retailers. Our management team interfaces directly with the executives of many of our top retail partners to ensure we are delivering the products our retailers need to meet the demands of the end consumer in the most efficient and profitable manner possible. Furthermore, we believe our scale allows us to leverage our resources to efficiently and profitably service our largest retail customers. For example, we work with our key retail customers to develop marketing and advertising campaigns, provide inventory replenishment support and organize product category merchandising plans.

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Visionary and Experienced Management Team

We have a highly experienced and proven management team that drives accountability and discipline throughout our organization, resulting in successful execution of the Company’s strategy.

We pride ourselves on our culture and our people. We are committed to upholding a diverse and inclusive work environment with meaningful opportunities for career development and leadership roles.

Robust Strategy for Continued Growth

Our strategy focuses on five strategic pillars that we believe will deliver sustainable and profitable growth, solidifying our position as the outdoor recreation market leader.

• Talent and Culture: Invest in talent and foster our culture of agility, efficiency and innovation.

• Organic Growth: Identify and capture opportunities for organic growth and market share expansion by:

^○  allocating capital to our brands to aid in their development of new and innovative products that serve the needs and preferences of their core consumers while also expanding product offerings to new end markets and consumers;

^○  leveraging and expanding our distribution channels to increase the commercial presence of all of our brands and efficiently deliver product to meet consumer demand;

^○  utilizing our differentiated knowledge and expertise from our E-commerce Center of Excellence to help brands grow quickly and scale the business faster than they are able to alone; and

^○  expanding our presence internationally by leveraging our existing footprint to capture additional geographies, markets and consumers.

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• Centers of Excellence: Leverage our shared resources, expertise and scale to achieve a level of excellence that would be out of reach for our individual brands, with a focus on:

^○  operational excellence to improve margins, supply chain resiliency and agility;

^○  e-commerce, direct-to-consumer and digital marketing capabilities; and

^○  acquisition target relationships and selection, deal execution and integration.

• Acquisitions: Acquire complementary businesses in the highly fragmented outdoor recreation products market and deploy our shared resources and expertise to accelerate their growth and profitability.

• Capital Allocation:

^○  Maintain a healthy balance sheet, strong margins and robust cash flow generation to provide financial flexibility and enable us to thrive and grow at all points in the market demand cycle.

^○  Dynamic process based on rigorous analysis that prioritizes long-term returns for our stockholders through:

• organic growth opportunities;

• opportunistic share repurchases when valuation is highly attractive; and

• selective acquisitions at attractive multiples that are accretive to our company valuation and that have achievable and tangible synergies.

Intellectual Property

Our brand portfolio and new product innovation is supported by strategic investment in the acquisition, maintenance and enforcement of our intellectual property. Our trade names, service marks and trademarks are important to distinguish our products and services from those of our competitors. We rely on trade secrets, continuing technological innovations and licensing arrangements to maintain and improve our competitive position. We also have a portfolio of approximately 1,936 U.S. and foreign patents, and we believe these patents, as well as unpatented research, development and engineering skills, make important contributions to our business. We are not aware of any facts that would negatively impact our continuing use of any of our trade names, service marks, trademarks or patents. Our patents are generally in effect for up to 20 years from the date of the filing of the applicable patent application. Our trademarks are generally valid as long as they are in use and their registrations are properly maintained and have not been found to have become generic.

Quality Assurance

We maintain a disciplined quality assurance process. We set stringent metrics to drive year-over-year quality improvements. We also have customer call centers, which allow us to collect feedback on our customer service to ensure that our customers and end consumers are satisfied with our products and customer service.

Competition

Competition in the markets in which we operate is based on a number of factors, including price, quality, product innovation, performance, reliability, styling, product features and warranties, as well as sales and marketing programs. Given the diversity of our product portfolio, we have various significant competitors in each of our markets, including: Hydro Flask, Contigo, Yeti, Helen of Troy and Nalgene in our Hydration vertical; Callaway, Garmin, Nikon, SkyTrak and Trackman in our Golf vertical; Schwinn, Bontrager, Smith, Specialized, Canyon, Shoei and Alpine Stars in our Action Sports vertical; Traeger, Weber, Pit Boss, Blackstone, Solo Stove and Lodge in our Outdoor Cooking vertical; Nikon, Vortex, Leupold, Feradyne, American Outdoor Brands and Good Sportsman Marketing in our Outdoor Accessories vertical; Columbia, Huk, Patagonia, Orvis and American Fishing Tackle Company in our Fishing vertical; and Kuiu, Sitka, First Lite and Mystery Ranch in our Technical Gear and Apparel vertical.

Seasonality

Our business experiences a certain level of seasonality. Our products are used throughout the year in a number of varying activities. For example, during the spring and summer months, sales of products such as golf and mountain biking

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accessories are in high demand. Similarly, sales of our winter sport accessories increase during the months of October through December. Finally, sales of our premium hunting accessories are generally highest during the months of August through December due to shipments around the fall hunting season and holidays. Each fiscal quarter during the past four fiscal years has accounted for approximately 20% or more of our revenue for the related fiscal year.

Regulatory Matters

Like many other manufacturers and distributors of consumer products, we are required to comply with numerous laws, rules and regulations, including those involving labor and employment law, environmental law, consumer product safety, data privacy and security, workplace safety and the export and import of our products. These laws, rules and regulations currently impose significant compliance requirements on our business, and more restrictive laws, rules and regulations may be adopted in the future. We believe we are in material compliance with all applicable domestic and international laws and regulations.

Our operations are subject to numerous international, federal, state and local laws and regulations relating to environmental protection, including those governing the discharge, treatment, storage, transportation, remediation and disposal of hazardous materials and wastes and restoration of damages to the environment, as well as health and safety matters. We believe that our operations are in material compliance with these laws and regulations and that forward-looking, proper and cost-effective management of air, land and water resources is vital to the long-term success of our business. Our environmental policy identifies key objectives for implementing this commitment throughout our operations. We incur operating and capital costs on an ongoing basis to comply with environmental requirements and could incur significant additional costs as a result of more stringent requirements that may be promulgated in the future.

As a manufacturer and distributor of consumer products, we are subject to various domestic and international consumer product safety laws, such as the Consumer Products Safety Act, which empowers the Consumer Products Safety Commission to investigate and deem certain of our products as unsafe or hazardous. Under certain circumstances, the Consumer Products Safety Commission or similar international agencies could ask a court to require us to repurchase or recall one or more of our products. In addition, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which we sell our products.

In some cases, the handling of our technical data and the international sale of our products is also regulated by the U.S. Department of State and Department of Commerce. These agencies oversee the export of certain of our products including night vision devices and related technical data, amongst other products. In many instances, we must obtain export authorizations for international shipments. To date, most of our requests for export licenses have been approved. These agencies can impose civil and criminal penalties, including preventing us from exporting our products, for failure to comply with applicable laws and regulations.

We are also regulated by governmental agencies such as the U.S. Department of Transportation, the U.S. Environmental Protection Agency and the U.S. Food and Drug Administration, which regulate the out-bound and in-bound movement of certain of our products, as well as components, parts and materials used in our manufacturing processes. The agencies are authorized to detain and seize shipments, as well as penalize us for failure to comply with applicable regulations. The agencies also work closely with the U.S. Department of State and the U.S. Department of Commerce to protect national security.

Human Capital

People are at the center of our success. As of August 2023, we employ approximately 2,900 people spread across multiple states, Puerto Rico and numerous countries. Our employees lead in the fields of product development, sales, distribution, supply chain management, finance and marketing, among many other talents and specialties. In total, as of August 2023, approximately 52% of our employees are in hourly production and distribution roles, directly building or distributing world-class outdoor recreation and lifestyle gear and products for our consumers. We have no union-represented employees, other than those outside of the United States where required by law. We believe that our employee relations are generally good.

Support for our people drives us at every level. We prioritize employee success and well-being through a strong corporate infrastructure that supports employee engagement, recruiting, professional development, safety, diversity, compensation and benefits. Our overall commitment and value proposition for our employees begins with our culture and is rooted in the success of our business. When we do well, it enables us to do good for our communities, employees and charitable partners.

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Employee Engagement

We are committed to two-way conversations with employees. Vista Outdoor’s Chief Executive Officer and business unit leaders hold regular employee town hall meetings where they provide updates and take employee questions. Following the Spin-Off, we expect to also regularly hold such meetings. We regularly update employees with company news, important notices, our philanthropic efforts and employee stories through many channels, including our internal digital hub (InSite), social media and our public-facing website. These employee engagement initiatives are especially important across our diverse network which includes multiple locations across the globe and a diverse set of working environments, including production, office, hybrid and remote.

Recruiting

We place a large emphasis on recruiting talented people to join our company. We prioritize the hiring of smart, energetic and passionate people who not only have the skills we need to thrive in the marketplace, but who also have diverse experiences and perspectives. We have partnered with a variety of organizations to expand our recruiting base so that we can better attract talented veterans, people of color, women and others with backgrounds who would strengthen our business and underlying culture.

Professional Development

We take career development seriously. We go to great lengths to make learning and knowledge available to our employees. We deploy a variety of worker training programs on our factory and production floors, including the use of internal leaders and outside safety trainers. Programs such as tuition reimbursement, internships and employee scholarship programs are some of the ways we are investing in our people and their knowledge. We know that these investments are not only good for people, but they are also good for our business. We have seen an increase in internal promotions from all levels of the organization.

Safety

We operate in a highly regulated environment in the U.S. and international markets. U.S. federal, state and local governmental entities and foreign governments regulate many aspects of our business through product safety standards, laws and regulations.

While employees across our locations work to ensure compliance with the product safety laws and regulations that apply to their products, we have a team of dedicated professionals within the corporate Compliance Department who oversee all aspects of product safety and compliance across the company. Our product safety and compliance personnel have broad and diverse academic and experience credentials and are often sought out by regulators, law enforcement, other industry participants and internal stakeholders to serve as expert consultants and witnesses. This organizational structure, together with robust internal policies and procedures, helps ensure that we meet our continuing obligations to regulators and consumers throughout the product life cycles and to keep our employees safe.

On the consumer side, as an outdoor recreation company, we believe that our consumers should be safe when engaging in the outdoor activity of their choice. We partner with a variety of organizations who share these same goals, support policies that advance safety initiatives and use our brand verticals to educate and share best practices for the safe use of our products.

Diversity and Inclusion

We continuously look for ways to be a more diverse and inclusive company, from improving our recruiting and marketing efforts to expanding career growth opportunities and external partnerships. Our diversity and inclusion metrics as of August 2023 include:

% of US employees identifying as persons of color (non-white)	21	%
% of US Leadership (manager & above) identifying as persons of color*	13	%
% of US employees who identify as female	36	%
% of US Leadership (manager & above) who identify as female	31	%
% of US employees who are veterans	3	%

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Compensation

We believe in equal pay for equal work. We believe pay and compensation should match the talent, experience and skill set of a person, and nothing else. We expect to regularly review our compensation practices and benchmark our performance to others in the industry to ensure we are fulfilling our obligation of fair pay.

Benefits

We expect that our benefits programs will offer comprehensive coverage to help protect our employees’ health, family and future, and will be an important part of the total compensation we provide. We expect to offer both company-provided and optional benefits, including basic life insurance, medical, prescription, telemedicine and an employee product purchase program. We expect to offer a 401(k) savings plan, with a higher-than-average match for participating employees.

Properties

Facilities - We occupy manufacturing, assembly, distribution, warehouse, test, research, development and office facilities. All our facilities are leased unless noted otherwise below.

As of August 2023, we had significant operations in the following locations, which include office, manufacturing and distribution facilities:

Performance Sports	Overland Park, KS; Olathe, KS, Brookhaven, MS; Manhattan, MT; *Oroville, CA; San Diego, CA; *Richmond, IN; Lares, PR; Tijuana, MX
Action Sports	Irvine, CA; Stockton, CA; Rantoul, IL; Eagle, CO; Barcelona, Spain
Outdoor Recreation	Petaluma, CA; Rantoul, IL; Hyde Park, UT; Bozeman, MT; Mountain View, AR; Seymour, MO; Tijuana, MX
Corporate	Anoka, MN
* denotes owned properties

Our properties are well maintained and in good operating condition and are sufficient to meet our near-term operating requirements.

Legal Proceedings

From time to time, we are subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of our business. We do not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our operating results, financial condition or cash flows.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations for the three years ended March 31, 2023, 2022 and 2021 and for the three months ended June 25, 2023 and June 26, 2022 together with the combined financial statements and the notes thereto included elsewhere in this Information Statement, as well as the information presented in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Statements” and “Business” beginning on pages 66 and 76, respectively, of this Information Statement. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” beginning on pages 30 and 52, respectively, of this Information Statement. All dollar amounts in this section are presented in thousands.

Our discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is organized as follows:

• Overview This section contains background information on our company, a summary of significant themes and events during the fiscal periods covered hereby as well as strategic initiatives, and an outlook along with current trends in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

• Results of operations This section contains an analysis of our results of operations presented in the accompanying combined statements of operations by comparing the results for the three months ended June 25, 2023 to the results for the three months ended June 26, 2022, the results for the fiscal year ended March 31, 2023 to the results for the fiscal year ended March 31, 2022, and the results for the fiscal year ended March 31, 2022 to the results for fiscal year ended March 31, 2021.

• Financial condition, liquidity and capital resources This section provides an analysis of our cash flows by comparing the results for the three months ended June 25, 2023 to the results for the three months ended June 26, 2022, and the results for the fiscal year ended March 31, 2023 to the results for the fiscal year ended March 31, 2022, and by setting forth a discussion of our contractual obligations at March 31, 2023.

• Critical accounting estimates This section contains a discussion of the critical accounting estimates that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including critical accounting policies, are summarized in Note 2, Significant Accounting Policies, to our audited combined financial statements included elsewhere in this Information Statement.

OVERVIEW

Basis of Presentation and Separation from Vista Outdoor Inc.

On May 5, 2022, Vista Outdoor announced that the Vista Board of Directors approved preparations for the separation of Vista Outdoor’s Outdoor Products and Sporting Products segments into two independent, publicly-traded companies via a spin-off of the Outdoor Products segment. To effect the separation, first, Vista Outdoor will undertake the Internal Transactions described under the section entitled “Certain Relationships and Related-Party Transactions—Agreements with Vista Outdoor—Separation and Distribution Agreement” beginning on page 140 of this Information Statement. Vista Outdoor will subsequently distribute all of Outdoor Products’s common stock to Vista Outdoor stockholders, and Outdoor Products, holding the businesses constituting Vista Outdoor’s current “Outdoor Products” reporting segment, will become an independent, publicly-traded company. In connection with the Spin-Off, Vista Outdoor is being treated as the accounting “spinnor”, consistent with the legal form of the transaction.

The combined financial statements included elsewhere in this Information Statement reflect the historical financial position, results of operations and cash flows of the Company for the periods presented as the Company was historically managed within Vista Outdoor. The combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. The combined financial statements have been prepared in U.S. dollars and in conformity with accounting principles generally accepted in the United States (“GAAP”). The combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had we operated as an independent company during the periods presented.

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The combined financial statements include expense allocations for certain functions provided by Vista Outdoor, including but not limited to general corporate expenses related to finance, legal, information technology, human resources, communications and insurance. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder principally allocated on the basis of percent of revenue, headcount or other measures. During the three months ended June 25, 2023 and June 26, 2022, the Company was allocated $12,262 and $15,402, respectively, of such general corporate expenses, which were included within selling, general and administrative expenses in the combined statements of comprehensive income (loss). During the fiscal years ended March 31, 2023, 2022 and 2021, the Company was allocated $44,880, $59,724 and $38,150, respectively, of such general corporate expenses, which were included within selling, general and administrative expenses in the combined statements of comprehensive income (loss). Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented. The allocations may not, however, reflect the expenses the Company would have incurred if the Company had been an independent company for the periods presented. Actual costs that may have been incurred if the Company had been an independent company would depend on several factors, including the organizational structure, whether functions were outsourced or performed by employees and strategic decisions made in areas such as information technology, supply chain, sales and marketing, operations and infrastructure. The Company is unable to determine what such costs would have been had the Company been independent. Following the planned separation from Vista Outdoor, the Company may perform these functions using its own resources or purchased services.

Business Overview

Outdoor Products is a leading platform of iconic consumer product brands that serve a diverse range of outdoor enthusiasts around the world. We design, develop, manufacture, source and distribute outdoor and lifestyle gear, equipment and apparel to enhance the experiences of hikers, campers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, golfers and hunters. Our brands include CamelBak, Bell, Giro, Fox Racing, Camp Chef, Bushnell, QuietKat, Foresight Sports, Simms Fishing and Stone Glacier, among others. We are headquartered in [                    ] and have manufacturing and distribution facilities in the U.S., Canada, Mexico and Puerto Rico along with international customer service, sales and sourcing operations in Asia and Europe.

Our products are sold through a wide variety of big-box, specialty and independent retailers and distributors such as Academy, Amazon, Bass Pro Shops/Cabela’s, Dick’s Sporting Goods, Nations Best Sports, Recreational Equipment, Inc., Sports Inc., Sports South, Scheels, Sportsman’s Warehouse, Target and Walmart. Some of our products are also sold directly to consumers through our brands’ websites and retail locations. We have a scalable, integrated platform that allows us to leverage our deep customer knowledge, product development and innovation, supply chain and distribution and sales and marketing functions across product categories to better serve our retail partners and end consumers.

Organizational Structure

We operate our business through two reportable operating segments, Performance Sports and Action Sports, based on how our chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and makes decisions. In addition, two of our operating segments are included in the all other category identified as Outdoor Recreation. See information on our operating segments, included elsewhere in this Information Statement. Below is the composition of our segments during the periods covered by this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

• Performance Sports. Our Performance Sports reportable operating segment consists of our Golf vertical and our Outdoor Accessories vertical.

^○  Golf. Our Golf vertical is comprised of the Bushnell Golf and Foresight Sports brands. The primary Golf product lines include launch monitors, laser rangefinders, GPS devices, golf simulators and other technology products.

^○  Outdoor Accessories. Our Outdoor Accessories vertical is comprised of 18 brands in the hunting and broader outdoor recreation space. Some of our market-leading brands include Bushnell, Blackhawk, Champion, Gold Tip, Primos and RCBS. The primary Outdoor Accessories product lines include sport optics and archery and hunting accessories.

• Action Sports. Our Action Sports reportable operating segment consists of our Action Sports vertical.

^○  Action Sports. Our Action Sports vertical is comprised of the Bell, Blackburn, Copilot, Fox Racing, Giro, Krash!, QuietKat and Raskullz brands. The primary Action Sports product lines include e-bikes, helmets, goggles and accessories for cycling, snow sports, motocross and power sports.

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• Outdoor Recreation. Our Outdoor Recreation category consists of our Hydration vertical, our Outdoor Cooking vertical, our Fishing vertical and our Technical Gear and Apparel vertical. Outdoor Recreation represents our All Other category operating segments and brands. See Note 17, Operating Segment Information, to the audited combined financial statements included elsewhere in this Information Statement for further information.

^○  Hydration. Our Hydration vertical is comprised of the CamelBak brand. The primary Hydration product lines include hydration packs, water bottles, drinkware and coolers.

^○  Outdoor Cooking. Our Outdoor Cooking vertical is comprised of the Camp Chef and Fiber Energy Products brands. The primary Outdoor Cooking product lines include pellet grills, cookware, pellets and camp stoves.

^○  Fishing. Our newest vertical, Fishing, is comprised of the Simms Fishing brand. The primary Fishing product lines include waders, sportswear, outerwear, footwear and fishing tools and accessories.

^○  Technical Gear and Apparel. Our Technical Gear and Apparel vertical is comprised of the Stone Glacier brand. The primary Technical Gear and Apparel product lines include packs, camping equipment and technical apparel.

In addition, we present a “Corporate” category for purposes of reconciliation, which is not considered a reportable segment.

Executive Summary

Financial Highlights and Notable Events of the Three Months Ended June 25, 2023

• Net sales increased $25,104 or 8.5%, over the comparable quarter last year.

Financial Highlights and Notable Events of Fiscal Year 2023

• Net sales increased $16,881 or 1.3%, over the prior fiscal year.

• Impairment expense related to our goodwill and indefinite-lived tradenames of $374,355 was recorded in our fourth fiscal quarter.

• We acquired Fox Racing and Simms during the second fiscal quarter of 2023. See Note 7, Acquisitions, to our audited combined financial statements included elsewhere in this Information Statement.

OUTLOOK

Outdoor Recreation Industry

We believe that long-term outdoor participation trends combined with a larger base of participants supports our expectation of long-term demand for the innovative outdoor recreation-related products produced by our brands. The outdoor industry participation base continued to grow this year and is at a record 168.1 million participants, or over 50% of the US population over the age of six, as of 2022. The surge of participation brought on by the pandemic has persisted, as the new participants continue to be engaged despite the return of pre-pandemic activities and routines. We expect to see a return to organic growth in the back half of fiscal year 2024 once point of sale and sell-in become more closely aligned. Our brands’ inventory levels at retail are improving, depending on the channel or customer as many retailers are still cautious on open-to-buy orders. Our brands still hold a strong competitive position in the marketplace, and we intend to further differentiate our brands through focused research and development, omni-channel strategies and marketing investments including traditional and digital mediums. Following significant investments in our brands’ e-commerce capabilities, both directly and through our E-Commerce Center of Excellence, we believe our brands are well-positioned to benefit from the ongoing shift in consumer shopping behavior to utilize online channels.

RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. The following information should be read in conjunction with the combined financial statements included elsewhere in this Information Statement.

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Three Months Ended June 25, 2023 Compared to the Three Months Ended June 26, 2022

Our net sales, gross profit, gross profit as a percentage of net sales (gross profit margin), operating income (loss), operating income (loss) as a percentage of net sales (operating income margin), by reporting segment, All Other category and corporate and other, and other expense, interest expense and tax provision by corporate and other (where applicable) are presented below:

	Three months ended				Change
Net Sales:	June 25, 2023		June 26, 2022		Dollars			Percent
Performance Sports	$	123,810	$	139,458	$	(15,648	)		(11.2	)%
Action Sports		116,397		90,057		26,340			29.2	%
Outdoor Recreation		81,236		66,824		14,412			21.6	%
Total	$	321,443	$	296,339	$	25,104			8.5	%

Performance Sports—The decrease in sales is related to our Outdoor Accessories vertical, primarily due to reduced purchasing across nearly all channels.

Action Sports—The increase in sales was driven by our acquired business, partially offset by decreases related to our organic businesses. Net sales of our organic businesses decreased primarily due to lower volume due to high channel inventory.

Outdoor Recreation—The increase in sales was driven by our acquired Fishing vertical, partially offset by decreases related to our Hydration and Outdoor Cooking verticals. Net sales of our organic businesses decreased primarily because of lower volumes due to high channel inventory.

	Three months ended				Change
Gross Profit:	June 25, 2023		June 26, 2022		Dollars			Percent
Performance Sports	$	36,831	$	53,065	$	(16,234	)		(30.6	)%
Action Sports		32,977		22,204		10,773			48.5	%
Outdoor Recreation		24,918		17,239		7,679			44.5	%
Total	$	94,726	$	92,508	$	2,218			2.4	%
Gross profit margin		29.5%		31.2%

Performance Sports—The decrease in gross profit was primarily related to our Outdoor Accessories vertical due to decreased volume as discussed above. Gross profit margin was 29.7% compared to 38.1% in the prior fiscal year.

Action Sports—The increase in gross profit was primarily driven by volume from our acquired business and improved pricing, which was partially offset by our organic businesses’ volume declines as discussed above. Gross profit margin was 28.3% compared to 24.7% in the prior fiscal year.

Outdoor Recreation—The increase in gross profit was primarily related to our acquired Fishing vertical, which was partially offset by our organic businesses’ volume declines as discussed above. Gross profit margin was 30.7% compared to 25.8% in the prior fiscal year.

	Three months ended						Change
Operating income (loss)	June 25, 2023			June 26, 2022			Dollars			Percent
Performance Sports	$	7,728		$	24,406		$	(16,678	)		(68.3	)%
Action Sports		(2,033	)		2,657			(4,690	)		(176.5	)%
Outdoor Recreation		1,401			623			778			124.9	%
Corporate and other		(12,393	)		(15,980	)		3,587			22.4	%
Total	$	(5,297	)	$	11,706		$	(17,003	)		(145.3	)%
Operating income (loss) margin		(1.6)%			4.0%

Performance Sports—The decrease in operating income was driven by the decrease in gross profit. Operating income margin was 6.2% compared to 17.5% in the prior fiscal year.

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Action Sports—The decrease in operating income was primarily caused by increased selling, general and administrative costs related to acquired businesses, partially offset by increased total gross profit primarily driven by acquisitions and lower selling, general and administrative costs related to organic businesses. Operating income (loss) margin was (1.7)% compared to 3.0% in the prior fiscal year.

Outdoor Recreation—The decrease in operating income was primarily caused by increased selling, general and administrative costs related to acquired businesses, partially offset by increased total gross profit primarily driven by acquisitions and lower selling, general and administrative costs related to organic businesses. Operating income margin was 1.7% compared to 0.9% in the prior fiscal year.

Corporate and Other—The increase in operating income was primarily driven by decreased share-based and payroll expense.

	Three months ended					Change
Other expense, net:	June 25, 2023			June 26, 2022		Dollars			Percent
Other expense, net	$	(541	)	$	—	$	(541	)		—	%

The increase in other expense, net was caused by foreign exchange losses related to our businesses acquired during the second quarter of fiscal year 2023.

	Three months ended				Change
Interest income, net:	June 25, 2023		June 26, 2022		Dollars		Percent
Corporate and other		42		—	$	42		—	%

For the three months ended June 25, 2023, the increase in interest income was generated from our acquired businesses.

	Three months ended
Income tax benefit (provision):	June 25, 2023	Effective     Rate	June 26, 2022	Effective     Rate	$ Change
Corporate and other	$            438	7.6%	$        (2,556)	21.8%	$        2,994

See Note 13, Income Taxes, to the unaudited condensed combined financial statements included elsewhere in this Information Statement for more details regarding income taxes.

The decrease in the effective rate for the three months ended June 25, 2023 from the prior year three month period is primarily driven by the decrease in operating income, the decrease in non-deductible executive compensation, and the impact of beneficial state tax law changes.

Fiscal Year 2023 Compared to Fiscal Year 2022

Our net sales, gross profit, gross profit as a percentage of net sales (gross profit margin), operating income, operating income as a percentage of net sales (operating income margin), other income, net, interest expense and tax provision by reporting segment and by corporate and other (where applicable) are presented below:

	Years ended March 31,				Change
Sales, net:	2023		2022		Dollars			Percent
Performance Sports	$	541,999	$	641,031	$	(99,032	)		(15.4	)%
Action Sports		495,862		401,984		93,878			23.4	%
Outdoor Recreation		301,517		279,482		22,035			7.9	%
Total	$	1,339,378	$	1,322,497	$	16,881			1.3	%

Performance Sports—The decrease in sales is related to our Outdoor Accessories vertical, primarily due to reduced purchasing across nearly all channels. The decreases were partially offset by increased sales in our Golf vertical, pricing, and increased direct to consumer sales.

Action Sports—The increase in sales was driven by acquired business, partially offset by decreases related to our organic businesses. Net sales of our organic businesses decreased primarily due to reduced purchasing across nearly all channels, partially offset by pricing and increased direct to consumer sales.

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Outdoor Recreation—The increase in sales was driven by acquired businesses, partially offset by decreases related to our organic businesses. Net sales of our organic businesses decreased primarily due to reduced purchasing across nearly all channels, partially offset by pricing and increased direct to consumer sales.

	Years ended March 31,						Change
Gross Profit:	2023			2022			Dollars			Percent
Performance Sports	$	177,464		$	217,482		$	(40,018	)		(18.4	)%
Action Sports		127,206			104,476			22,730			21.8	%
Outdoor Recreation		81,649			77,489			4,160			5.4	%
Corporate and other		(9,528	)		(1,991	)		(7,537	)		(378.6	)%
Total	$	376,791		$	397,456		$	(20,665	)		(5.2	)%
Gross profit margin		28.1%			30.1%

Performance Sports—The decrease in gross profit was primarily driven by organic business volume declines, partially offset by increased gross profit related to our acquired business. Gross profit margin was 32.7% compared to 33.9% in the prior fiscal year.

Action Sports—The gross profit increase was primarily driven by volume from our acquired business and improved pricing, which was partially offset by our organic businesses’ volume declines and increased product and freight costs. Gross profit margin was 25.7% compared to 26.0% in the prior fiscal year.

Outdoor Recreation—In addition to increased sales related to acquired businesses, the gross profit increase was driven by improved pricing, which was partially offset by our organic businesses’ volume declines and increased product and freight costs. Gross profit margin was 27.1% compared to 27.7% in the prior fiscal year.

Corporate and Other—Expenses included in gross profit were related to inventory step-up expense from acquisitions in fiscal years 2023 and 2022.

	Years ended March 31,		Change
Operating income (loss):	2023	2022	Dollars	Percent
Performance Sports	$        59,883	$    113,042	$    (53,159)		(47.0	)%
Action Sports	(2,073)	34,925	(36,998)		(105.9	)%
Outdoor Recreation	3,268	16,527	(13,259)		(80.2	)%
Corporate and other	(429,217)	(62,073)	(367,144)		(591.5	)%
Total	$    (368,139)	$    102,421	$    (470,560)		(459.4	)%
Operating income margin	(27.5)%	7.7%

Performance Sports—The decrease in operating income was primarily driven by the decrease in gross profit of our organic business, as well as increased selling, general and administrative costs related to the acquired business, partially offset by decreases in incentive compensation and operating income from the acquired business. Operating income margin was 11.0% compared to 17.6% in the prior fiscal year.

Action Sports—The decrease in operating income was primarily driven by increased selling, general and administrative expenses related to the acquired business, partially offset by the increase in gross profit. Operating income margin was (0.4)% compared to 8.7% in the prior fiscal year.

Outdoor Recreation—The decrease in operating income was primarily driven by the decrease in gross profit of our organic businesses and increased selling, general and administrative costs related to the acquired businesses. Operating income margin was 1.1% compared to 5.9% in the prior fiscal year.

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Corporate and Other—The decrease in operating income was primarily caused by goodwill and intangibles impairments, reorganization costs, inventory step-up expense, transaction costs and transition costs. The decline was partially offset by a decrease in the fair value of the contingent consideration liabilities and lower incentive compensation expense.

	Years ended March 31,		Change
Other income, net	2023	2022	Dollars	Percent
Other income, net	$    2,124	$           —	$    2,124		—	%

The increase in other income, net was caused by foreign exchange gains related to our businesses acquired during fiscal year 2023.

	Years ended March 31,
Income tax provision (benefit):	2023	Effective Rate	2022	Effective Rate			Change
Corporate and other	$(29,181)	8.0%	$24,045		23.5	%	$	(53,226	)

See Note 14, Income Taxes, to our audited combined financial statements included elsewhere in this Information Statement, for information regarding income taxes.

The decrease in the current period tax rate is primarily due to the impact of nondeductible impairment of goodwill.

Our provision for income taxes includes federal, state and foreign income taxes. The effective tax rate for fiscal year 2023 of 8.0% differs from the federal statutory rate of 21% primarily due to the impact of nondeductible impairment of goodwill.

The effective tax rate for fiscal year 2022 of 23.5% differs from the federal statutory rate of 21% primarily due to the impact of state taxes and is partially offset by favorable permanent adjustments.

As of March 31, 2023 and 2022, the total amount of unrecognized tax benefits was $13,120 and $11,060, respectively, of which $11,673 and $10,099, respectively, would affect the effective tax rate, if recognized. The remaining balance is related to deferred tax items which only impact the timing of tax payments. Although the timing and outcome of audit settlements are uncertain, it is reasonably possible that a $5,720 reduction of the uncertain tax benefits will occur in the next 12 months. See Note 14, Income Taxes, to our audited combined financial statements included elsewhere in this Information Statement for further details.

Fiscal Year 2022 Compared to Fiscal Year 2021

	Years ended March 31,		Change
Sales, net:	2022	2021	Dollars	Percent
Performance Sports	$             641,031	$           511,328	$        129,703		25.4	%
Action Sports	401,984	364,453	37,531		10.3	%
Outdoor Recreation	279,482	243,834	35,648		14.6	%
Total	$          1,322,497	$        1,119,615	$        202,882		18.1	%

Performance Sports—Sales increases were driven by Foresight Sports, which was acquired in the third quarter of fiscal year 2022. Additionally, the increase was driven by strong demand across our Outdoor Accessories and Golf verticals, which had been impacted by retail closures in the prior fiscal year.

Action Sports—Sales increases were driven by QuietKat, which was acquired in the first quarter of fiscal year 2022. Additionally, the increase was driven by strong demand in our specialty bike and snow categories, which had been impacted by retail closures in the prior fiscal year. The increases were partially offset by a decline in our mass helmets and accessories sales due to lower demand in lower price point categories.

Outdoor Recreation—The increase in sales was driven by strong demand in our Hydration vertical. Additional increases were driven by Fiber Energy Products and Stone Glacier, which were both acquired in fiscal year 2022. Also, sales

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were not impacted during fiscal year 2022 by retail closures as they were in the prior fiscal year. The increases were partially offset by a decline in our Outdoor Cooking vertical, caused primarily by declining e-commerce sales as foot traffic returned to brick and mortar stores.

	Years ended March 31,					Change
Gross Profit:	2022			2021		Dollars			Percent
Performance Sports	$	217,482		$	146,663	$	70,819			48.3	%
Action Sports		104,476			100,666		3,810			3.8	%
Outdoor Recreation		77,489			74,094		3,395			4.6	%
Corporate and other		(1,991	)		—		(1,991	)		—	%
Total	$	397,456		$	321,423	$	76,033			23.7	%
Gross profit margin		30.1%			28.7%

Performance Sports—In addition to increased sales, the gross profit increase was driven by sales volume and operating efficiencies, partially offset by increased logistics costs and product costs. Gross profit margin was 33.9% compared to 28.7% in the prior fiscal year.

Action Sports—The increase in gross profit was primarily driven by sales volume and improved sales channel mix, partially offset by increased logistics, tariffs and product costs. Gross profit margin was 26.0% compared to 27.6% in the prior fiscal year.

Outdoor Recreation—In addition to increased sales, the gross profit increase was driven by favorable pricing, partially offset by higher logistics costs, product costs and sales channel mix. Gross profit margin was 27.7% compared to 30.4% in the prior fiscal year.

Corporate and Other—The change in corporate gross profit was due to inventory step-up expenses from acquisitions during the current year. There was no corporate income or expense affecting gross profit in fiscal year 2021.

	Years ended March 31,						Change
Operating income:	2022			2021			Dollars			Percent
Performance Sports	$	113,042		$	72,317		$	40,725			56.3	%
Action Sports		34,925			38,099			(3,174	)		(8.3	)%
Outdoor Recreation		16,527			27,526			(10,999	)		(40.0	)%
Corporate and other		(62,073	)		(38,500	)		(23,573	)		(61.2	)%
Total	$	102,421		$	99,442		$	2,979			(3.0	)%
Operating income margin		7.7%			8.9%

Performance Sports—The increase in operating income was primarily driven by the increase in gross profit, partially offset by increased selling, general and administrative expenses from the current year acquisitions and investments in selling and marketing expenses to support increased sales and industry events, such as trade shows that returned this fiscal year. Operating income margin was 17.6% compared to 14.1% in the prior fiscal year.

Action Sports—The decrease in operating income was primarily driven by increased selling, general and administrative expenses from the current year acquisitions, partially offset by the increase in gross profit. Operating income margin was 8.7% compared to 10.5% in the prior fiscal year.

Outdoor Recreation—The decrease in operating income was primarily driven by increases in both selling and marketing expenses to support increased sales and administrative expenses related to the current year acquisitions. The increases were partially offset by increased gross profit. Operating income margin was 5.9% compared to 11.3% in the prior fiscal year.

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Corporate and Other—The decrease in operating income was primarily driven by current fiscal year increased M&A expenses due to acquisitions, higher share-based and incentive compensation expense, higher post-acquisition compensation and investments in human capital, which support our centers of excellence.

	Years ended March 31,
Income tax provision (benefit):	2022		Effective     Rate			2021			Effective     Rate			Change
Corporate and other	$	24,045		23.5	%	$	(6,943	)		(7.0	)%	$	30,988

See Note 14, Income Taxes, to our audited combined financial statements included elsewhere in this Information Statement, for information regarding income taxes.

The increase in the current period tax rate is primarily due to the impact of the prior year decrease in the valuation allowance driven by earnings, and the release of the reserves for uncertain tax positions due to statute expiration in the prior fiscal year.

Our provision for income taxes includes federal, state and foreign income taxes. The effective tax rate for fiscal year 2022 of 23.5% differs from the federal statutory rate of 21% primarily due to the impact of state taxes and is partially offset by favorable permanent adjustments.

The effective tax rate for fiscal year 2021 of (7.0)% differs from the federal statutory rate of 21% primarily due to the impact of the decrease in the valuation allowance and the release of uncertain tax positions.

As of March 31, 2022 and 2021, the total amount of unrecognized tax benefits was $11,060 and $10,651, respectively, of which $10,099 and $10,378, respectively, would affect the effective tax rate, if recognized. The remaining balance is related to deferred tax items which only impact the timing of tax payments. Although the timing and outcome of audit settlements are uncertain, it is reasonably possible that a $0 reduction of the uncertain tax benefits will occur in the next 12 months. See Note 14, Income Taxes, to our audited combined financial statements included elsewhere in this Information Statement for further details.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Historically, we have operated within Vista Outdoor’s corporate structure, and an important source of liquidity for our business, particularly for the execution of our growth strategy, has been cash generated by the Sporting Products segment of Vista Outdoor. Following the completion of the Spin-Off, the Company’s capital structure and sources of liquidity will change significantly from our historical capital structure. We will no longer participate in cash management and funding arrangements with Vista Outdoor. Instead, our ability to fund the Company’s cash needs will depend on our ongoing ability to independently generate cash from operations and obtain debt and/or equity financing on acceptable terms. We believe we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances and available borrowings through the issuance of third-party debt.

In connection with the Spin-Off, we expect to enter into a revolving credit facility, which we intend to use primarily to fund acquisitions, pay related fees and expenses and for other general corporate purposes. The terms of the agreements governing the revolving credit facility are expected to restrict our ability to take certain actions, which may adversely impact our ability to manage our business or react to market conditions or opportunities. In addition, our separation from Vista Outdoor’s other businesses may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to the Company. Information regarding our indebtedness following the Spin-Off will be provided in a subsequent amendment to this Information Statement.

Prior to the Spin-Off, certain subsidiaries of the Company guarantee the obligations of Vista Outdoor under (i) its Amended and Restated Asset-Based Revolving Credit Agreement dated as of August 5, 2022 (the “ABL Facility”), (ii) its Term Loan Credit Agreement dated as of August 5, 2022 (the “Term Loan Facility”) and (iii) its 4.5% Senior Unsecured Notes due 2029 (the “4.5% Notes”) issued by Vista Outdoor on March 3, 2021. Pursuant to their respective terms, the ABL Facility and the Term Loan Facility will be required to be repaid or refinanced in full upon the consummation of the Spin-Off (or amended to allow the Spin-Off), and as a result, the applicable subsidiaries of the Company will be released from their guarantee under the ABL Facility and Term Loan Facility. Upon the consummation of the Spin-Off, the applicable subsidiaries of the Company will also be released from their guarantee under the 4.5% Notes pursuant to the indenture provision providing for a release of any guarantor upon any permitted sale, exchange, transfer or other disposition of the capital stock of such guarantor.

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Interim cash flows

Operating Activities

Net cash provided by operating activities increased $77,460 for the three months ended June 25, 2023 as compared to the three months ended June 26, 2022. The primary reason for the increase was cash used to purchase inventory decreased compared to the prior year period as a result of improvements in our inventory management as compared to the first fiscal quarter 2022, and timing of payables partially offset by the timing of customer payments.

Investing Activities

Cash used for investing activities increased $853 for the three months ended June 25, 2023 as compared to the three months ended June 26, 2022 due to higher capital expenditures.

Financing Activities

Cash used for financing activities increased $62,722 for the three months ended June 25, 2023 as compared to the three months ended June 26, 2022. The increase represents a decrease in the net transfers from Parent and increased contingent consideration payments compared to the prior year quarter. The transfers (to) from Parent represented transactions between us and Vista Outdoor. These transactions are considered to be effectively settled for cash at the time the transaction is recorded. The components of these transactions (or transfers) include (i) constructive cash transfers from us to Vista Outdoor, (ii) cash transfers from Vista Outdoor to fund our requirements for working capital commitments, (iii) cash transfers from Vista Outdoor to fund our acquisitions and (iv) an allocation of Vista Outdoor’s corporate expenses. The increase in cash we provided to Vista Outdoor as compared to the cash Vista Outdoor provided us in the prior year period was due to increased cash flows from operating activities of Outdoor Products compared to the prior year period.

Annual cash flows

Operating Activities

Net cash provided by operating activities increased $94,735 for fiscal year 2023 as compared to fiscal year 2022. The change was primarily driven by an increase to payments for prepaid expenses and other assets, partially offset by increases in accounts receivable due to the timing of customer payments, and improvement in our inventory management in the second half of the current fiscal year.

Investing Activities

Cash used for investing activities increased $215,883 for fiscal year 2023 as compared to fiscal year 2022. The current fiscal year cash usage was driven by the acquisition of Fox Racing and Simms during fiscal year 2023.

Financing Activities

Cash provided by financing activities increased $124,145 for fiscal year 2023 as compared to fiscal year 2022. The increase represents net transfers (to) from Parent, which represented transactions between us and Vista Outdoor. These transactions are considered to be effectively settled for cash at the time the transaction is recorded. The components of these transactions (or transfers) include (i) constructive cash transfers from us to Vista Outdoor, (ii) cash transfers from Vista Outdoor to fund our requirements for working capital commitments, (iii) cash transfers from Vista Outdoor to fund our acquisitions and (iv) an allocation of Vista Outdoor’s corporate expenses. The increase in cash provided by Vista Outdoor in fiscal year 2023 was due to the acquisitions of Fox Racing and Simms during fiscal year 2023.

Liquidity

In addition to our normal operating cash requirements, our principal future cash requirements will be to fund strategic acquisitions. Our short-term cash requirements for operations are expected to consist mainly of capital expenditures to maintain production facilities, payment of earn-outs related to previous acquisitions and working capital requirements.

Based on our current financial condition, management believes that our cash position, combined with anticipated generation of cash flows and borrowings from the revolving credit facility that we expect to enter into in connection with the Spin-Off, will be adequate to fund future growth, make capital expenditures and pay earn-outs related to previous acquisitions over the next 12 months.

At the time of the Spin-Off we expect to have cash and cash equivalents of approximately $[        ], after giving effect to a contribution from Vista Outdoor.

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There can be no assurance that the cost or availability of future borrowings, if any, will not be materially impacted by capital and credit market conditions, including any disruptions to these markets, as a result of natural disasters and public health crises or other significant catastrophic events, or our future financial condition and performance.

Material Cash Requirements

The following table summarizes our material cash requirements as of March 31, 2023:

			Material cash requirements by period
	Total		Less than     1 year		Years 2 - 3		Years 4 - 5		More than 5 years
Operating leases	$	170,923	$	22,591	$	33,191	$	29,037	$	86,104
Purchase commitments and other		159,913		147,135		12,743		35		—
Total	$	330,836	$	169,726	$	45,934	$	29,072	$	86,104

The total liability for uncertain tax positions as of March 31, 2023 was approximately $13,120 (see Note 14, Income Taxes, to our audited combined financial statements included elsewhere in this Information Statement), none of which is expected to be paid within 12 months. We are unable to provide a reasonably reliable estimate of the timing of future payments relating to the non-current uncertain tax position obligations.

CONTINGENCIES

Litigation

From time-to-time, we are subject to various legal proceedings, including lawsuits, which arise out of and are incidental to the conduct of our business. We do not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our operating results, financial condition or cash flows.

DEPENDENCE ON KEY CUSTOMERS; CONCENTRATION OF CREDIT

No one customer contributed greater than 10% of total sales in the three months ended June 25, 2023 and June 26, 2022. No one customer contributed greater than 10% of total sales in fiscal year 2023. Walmart contributed 10% and 12% of sales during fiscal years 2022 and 2021, respectively. If a key customer fails to meet payment obligations, our operating results and financial condition could be adversely affected.

INFLATION AND CONSUMER SPENDING RISK

We are exposed to inflationary factors such as increases in labor, supplier, logistics and overhead costs that may adversely affect our operating results. The recent rise in inflation is causing a decline in consumer disposable income and discretionary spending, which has temporarily impacted the demand for our brands. Inflation has also contributed to the cost of our products and operating costs. The change in consumer discretionary spending has also had an impact on retailer inventory levels. Our sales to retailers and distributors follows the end consumer spending patterns. During fiscal year 2023, we experienced a decline in retailer and distributor sales due to their excess inventory levels caused by the shift in consumer spending patterns. If these adverse conditions persist or become more severe, this may continue to have an adverse effect on our operating results, if the selling prices of our products are not able to offset these increased costs. We cannot predict the impact of these adverse conditions on our liquidity and financial results.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based on our combined financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. In preparing the combined financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, sales, expenses and related disclosure of contingent assets and liabilities. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We review our estimates on an ongoing basis to ensure the estimates appropriately reflect changes in our business and the most recent information available.

We believe the critical accounting policies discussed below affect our most significant estimates and judgments used in the preparation of our combined financial statements. For a complete discussion of all our significant accounting policies, see Note 2, Significant Accounting Policies, to our audited combined financial statements included elsewhere in this Information Statement.

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Revenue Recognition

The total amount of revenue we recognize for the sale of our products reflects various sales adjustments for discounts, returns, refunds, allowances, rebates and other customer incentives. These sales adjustments can vary based on market conditions, customer preferences, timing of customer payments, volume of products sold and timing of new product launches. These adjustments require management to make reasonable estimates of the amount we expect to receive from the customer. We estimate sales adjustments by customer or by product category on the basis of our historical experience with similar contracts with customers, adjusted as necessary to reflect current facts and circumstances and our expectations for the future. Sales taxes, federal excise tax and other similar taxes are excluded from revenue.

Allowance for Estimated Credit Losses

We maintain an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of our customers to make required payments. We estimate the allowance based upon historical bad debts, current customer receivable balances, age of customer receivable balances and the customers’ financial condition and in relation to a representative pool of assets consisting of a large number of customers with similar risk characteristics. The allowance is adjusted as appropriate to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions.

Inventories

Our inventories are valued at the lower of cost or net realizable value. We evaluate the quantities of inventory held against past and future demand and market conditions to determine excess or slow-moving inventory. For each product category, we estimate the market value of the inventory comprising that category based on current and projected selling prices. If the projected market value is less than cost, we provide an allowance to reflect the lower value of the inventory. This methodology recognizes projected inventory losses at the time such losses are evident rather than at the time goods are actually sold. The projected market value of the inventory may decrease due to consumer preferences, legislative changes or loss of key contracts among other events.

Income Taxes

Provisions for federal, state and foreign income taxes are calculated based on reported pre-tax earnings and current tax law. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes. Significant judgment is required in determining income tax provisions and evaluating tax positions. We periodically assess our liabilities and contingencies for all periods that are currently open to examination or have not been effectively settled based on the most current available information. Where it is not more likely than not that our tax position will be sustained, we record the entire resulting tax liability and when it is more likely than not of being sustained, we record our best estimate of the resulting tax liability. As per our policy, any applicable interest and penalties related to these positions are also recorded in the combined financial statements. To the extent our assessment of the tax outcome of these matters changes, such change in estimate will impact the income tax provision in the period of the change.

Deferred tax assets are assessed to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Significant estimates are required for this analysis. If we determine it is not more likely than not that all of the deferred tax assets will be realized, a valuation allowance will be recorded. Changes in the amounts of valuation allowance are recorded in the tax provision in the period when the change occurs.

Accounting for goodwill and indefinite-lived intangibles

We performed our annual testing of goodwill in accordance with our accounting policies described in Note 2, Significant Accounting Policies, to our audited combined financial statements included elsewhere in this Information Statement. The impairment assessment compares the fair value of each reporting unit to its carrying value. Impairment is measured as the amount by which the carrying value of a reporting unit exceeds its fair value.

To perform the annual quantitative goodwill impairment testing, we prepared valuations of our reporting units using both an income and market approach. The value estimated under the income approach using a discounted cash flow model was weighted at 75%, and the estimated value derived from the guideline company market approach method was weighted at 25%. We developed the discounted cash flow analysis, using our assumptions about forecasted revenues and operating margins, capital expenditures and changes in working capital based on our plan, as reviewed by the Vista Outdoor Board of Directors, and assumed a terminal growth rate thereafter. The discounted cash flow analysis was derived from valuation techniques in which one or more significant inputs are not observable (Level 3 fair value measures). A separate discount rate was determined for each reporting unit and these cash flows were then discounted to determine the fair value of the reporting unit. The discount rate reflected a weighted-average cost of capital, which was calculated, in part, based on observable

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market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt) were based on the market data at a point in time. Other data (such as the equity risk premium) were based upon market data over time for a peer group of companies. Also factoring into the discount rate was a market participant’s perceived risk (such as the company specific risk premium) in the valuation implied by the sustained reduction in Vista Outdoor’s stock price. There is inherent uncertainty associated with key assumptions used in our impairment testing.

Under the market approach, we applied the Guideline Public Company Method (“GPCM”). Selected peer sets are based on close competitors, publicly-traded companies and reviews of analysts’ reports, public filings and industry research. This market approach method estimates the price reasonably expected to be realized from the sale of the reporting unit based on comparable companies.

The decline in fair value of our reporting units was significantly impacted by a sudden decline in the demand for products related to certain of our recent acquisitions, which resulted in lower forecasted revenues, operating margins and operating cash flows as compared to our valuation at acquisition date. Our estimates of the fair values of the reporting units were also influenced by higher discount rates in the income-based valuation approach as a result of increasing market to equity risk premiums, company specific risk premiums and higher treasury rates, since the acquisition dates. The weighted average cost of capital used in the goodwill impairment testing ranged between 10.5% and 14.5%, which was derived from the financial structures of comparable companies corresponding to the industry of each reporting unit.

As a result, we recognized impairment losses equal to the full carrying value of goodwill of $248,254, $68,353 and $12,349 allocated to the reporting units of Fox Racing, Simms Fishing and QuietKat, respectively, and partial goodwill impairment charges of $3,799 related to our Stone Glacier reporting unit. We determined that the goodwill relating to our other reporting units was not impaired as the fair value exceeded the carrying value.

Our Golf, Stone Glacier and Outdoor Cooking reporting units comprise our remaining goodwill at March 31, 2023. As of the fiscal year 2023 annual testing measurement date, the fair value of our Stone Glacier and Outdoor Cooking reporting units was less than 10% higher than their carrying value. For those two reporting units, if we assumed a one percent increase in discount rate, we would have recorded additional goodwill impairment of approximately $11,000. If the reporting units do not perform to expected levels or there are adverse changes in certain macroeconomic factors, the related goodwill may be at risk for impairment in the future. We cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the carrying value of goodwill. We continue to monitor the evolving macroeconomic landscape. Rising interest and income tax rates could impact the weighted average cost of capital used in our estimates of fair value for our reporting units. Additionally, high inflation may continue to adversely affect the demand and profitability of our reporting unit products.

Before completing our goodwill impairment test, we first tested our indefinite-lived intangible assets. We performed a step zero analysis on four of our indefinite-lived tradenames. We performed a step one analysis on our remaining indefinite-lived tradenames, which resulted in impairment losses of $21,200 and $20,400, related to the Fox Racing and Simms Fishing indefinite-lived tradename assets, respectively. We determined the fair value of the indefinite-lived tradenames related to our Bell and Giro tradenames was greater than or equal to the carrying value, and no impairment was recorded. The carrying value of the indefinite-lived intangible assets related to Fox Racing and Simms Fishing after the impairment was $85,000 and $30,000, respectively at March 31, 2023. We determined the fair value of our Fox Racing, Simms Fishing, Bell Cycling and Giro indefinite-lived tradenames using royalty rates of 3.0%, 3.0%, 1.5% and 1.5%, respectively.

We estimate fair value to assess the recoverability of our goodwill and indefinite-lived intangible assets using a discounted cash flow model. Our assumptions used to develop the discounted cash flow analysis require us to make significant estimates regarding forecasted revenues and operating margins, projected capital expenditures, changes in working capital and appropriate discount rates. The projections also take into account several factors including current and estimated economic trends and outlook, costs of raw materials and other factors that are beyond our control. If the current economic conditions were to deteriorate, or if we were to lose significant business, causing a reduction in estimated discounted cash flows, it is possible that the estimated fair value of certain reporting units or indefinite-lived intangible assets could fall below their carrying value resulting in the necessity to conduct additional impairment tests in future periods. We continually monitor the reporting units and indefinite-lived intangible assets for impairment indicators.

Business Combinations

We allocate the purchase price, including contingent consideration, of our acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their fair values at the date of acquisition. The fair values are primarily based on third-party valuations using our management assumptions that require significant judgments and estimates. The purchase price allocated to intangibles is based on unobservable factors, including but not limited to, projected revenues, expenses, customer attrition rates, royalty rates and weighted average cost of capital, among others. The weighted average cost of capital uses a market

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participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. The unobservable factors we use are based upon assumptions believed to be reasonable, but are also uncertain and unpredictable, as a result these estimates, and assumptions may require adjustment in the future if actual results differ from our estimates.

Contingent Consideration

Our approach to valuing the initial contingent consideration associated with the purchase price of an acquisition uses unobservable factors such as projected revenues and expenses over the term of the contingent earn-out period, discounted for the period over which the contingent consideration is measured, and volatility rates. Based upon these assumptions, the initial contingent consideration is then valued using a Monte Carlo simulation analysis in a risk-neutral framework. As of March 31, 2023, the contingent consideration liability consists of the estimated amounts due for earn-out payments from fiscal year 2024 through 2026. On a recurring basis, we adjust the contingent consideration liability to fair value based on the estimated probability of achieving the earn out targets and changes in any of the other Level 3 inputs above. To the extent our estimates change in the future regarding the likelihood of achieving these targets, we may need to record material adjustments to our contingent consideration liabilities.

New Accounting Pronouncements

See Note 2, Significant Accounting Policies, to our audited combined financial statements included elsewhere in this Information Statement for a discussion of new accounting pronouncements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We may use derivatives to hedge certain interest rate and foreign currency exchange rate risks, but do not use derivative financial instruments for trading or other speculative purposes. We conduct business through our subsidiaries in many different countries, and fluctuations in currency exchange rates could have a significant impact on the reported results of operations, which are presented in U.S. dollars. Cross-border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign exchange effects. Accordingly, significant changes in currency exchange rates, particularly the Euro, the British pound, and the Canadian dollar, could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations. To mitigate the risks from foreign currency exposure, we enter into hedging transactions, mainly foreign currency forward contracts, through derivative financial instruments that have been authorized pursuant to corporate policies. Additional information regarding these financial instruments is contained in Note 5, Derivative Financial Instruments, to the audited combined financial statements included elsewhere in this Information Statement. The gross notional dollar amount of our foreign exchange contracts designated as hedges at March 31, 2023 was $40,615. At March 31, 2023, a hypothetical 10% strengthening or weakening in the U.S. dollar would have changed accumulated other comprehensive income (loss) by $4,275. We believe that such a hypothetical loss from our foreign currency forward contracts would be partially offset by increases in the value of the underlying transactions being hedged. Our exposure to market risk has not changed materially since March 31, 2023.

Our combined balance sheet and statement of comprehensive income (loss) do not include an attribution of Vista Outdoor’s third-party debt and the related interest expense because we are not the primary obligor of such debt and we will not assume any portion of such debt in connection with the Spin-Off. In connection with the Spin-Off, we expect to enter into a revolving credit facility, at which time our exposure to interest rate risk is expected to increase.

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MANAGEMENT

Executive Officers Following the Spin-Off

The following table and accompanying narrative presents information, as of [                    ], 202[    ], regarding each individual who is expected to serve as an executive officer of Outdoor Products following the completion of the Spin-Off, including employment history. We are in the process of identifying the other persons who are expected to serve as our executive officers following the completion of the Spin-Off and will include information concerning those persons in an amendment to this Information Statement. Each Outdoor Products executive officer identified below is currently an executive officer and employee of Vista Outdoor but will cease to hold such position upon the consummation of the Spin-Off.

Name	Age	Position with Outdoor Products
Eric Nyman	51	Chief Executive Officer
Mark R. Kowalski	47	Controller and Chief Accounting Officer

Eric Nyman. Mr. Nyman has served as the Chief Executive Officer of the Outdoor Products segment of Vista Outdoor since August 2023. Mr. Nyman has more than 30 years in the consumer products industry, and prior to joining Vista Outdoor, he most recently served as President and Chief Operating Officer of Hasbro Inc. (“Hasbro”). Mr. Nyman joined Hasbro in 2003 and prior to his role as President and Chief Operating Officer served as Chief Consumer Officer and Chief Operating Officer of Hasbro Consumer Products, President of Hasbro North America and General Manager and Senior Vice President of Marketing. As President and Chief Operating Officer of Hasbro, Mr. Nyman was responsible for all aspects of Hasbro’s business, including innovation, e-commerce, operations, media and marketing, strategic planning and organizational culture and leadership. Mr. Nyman also has experience in the outdoor industry, serving in brand management and marketing roles for outdoor apparel and footwear brand Timberland. Mr. Nyman currently serves on the Virginia Wesleyan University Board of Trustees and previously sat on the Board of the Roger Williams Park Historical Foundation.

Mark R. Kowalski. Mr. Kowalski has served as Controller and Chief Accounting Officer of Vista Outdoor since November 2019. Prior to being appointed as Controller and Chief Accounting Officer, Mr. Kowalski served as Vista Outdoor’s Controller since January 2019 and as Interim Controller and Vice President, Tax from 2018 to January 2019, Vice President, Tax from 2016 to 2018 and Director, Tax from 2015 to 2016. Mr. Kowalski worked in the tax department at Orbital ATK, which spun-off its Sporting Group division to create Vista Outdoor, from 2002 to 2015. Mr. Kowalski earned his Bachelor of Science in Accounting and Master of Business Taxation from the University of Minnesota. Mr. Kowalski is a certified public accountant.

Board of Directors Following the Spin-Off

The following table and accompanying narrative presents information, as of [                    ], 202[    ], regarding the individuals who are expected to serve on our Board of Directors, which we refer to as the “Board,” following the completion of the Spin-Off and until their respective successors are duly elected and qualified, including a five-year employment history and any directorships held by our directors in public companies. Each of the following individuals currently serves as a director on the Vista Outdoor Board but will cease to hold such position upon the consummation of the Spin-Off.

Name	Age	Position with Outdoor Products
Gerard Gibbons	57	Director
Gary L. McArthur	63	Director and Chair of the Board
Eric Nyman	51	Director and Chief Executive Officer
Michael D. Robinson	58	Director
Lynn M. Utter	61	Director

Gerard Gibbons. Mr. Gibbons holds an MBA from the W.P. Carey School of Business at Arizona State University and a BBA with a concentration in Marketing from Howard University. Mr. Gibbons previously spent over 30 years with United Parcel Services (“UPS”) in a variety of commercial roles of increasing responsibility. In 2008, he accepted the assignment as President of US Sales, responsible for UPS’s most profitable small and medium business customer segment. He was later assigned the role of President of US and SMB Marketing, a position he held until his retirement from UPS in 2021. Mr. Gibbons currently serves on the boards of Vista Outdoor, two private equity portfolio companies and Big Brothers/Big Sisters of Metro Atlanta. We believe that Mr. Gibbons’s business, operational and management expertise, including his

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experience serving on the boards of Vista Outdoor and other companies, as well as his extensive experience serving in leadership roles at UPS, provide him with the necessary experience, qualifications and skills to serve as a director of Outdoor Products.

Eric Nyman. For Mr. Nyman’s biography, see “—Executive Officers Following the Spin-Off” beginning on page 102 of this Information Statement. We believe that Mr. Nyman’s extensive public company, business leadership and management experience in the consumer products industry, including his experience serving in leadership roles at Vista Outdoor and Hasbro and his experience as a director of Vista Outdoor, provide him with the necessary experience, qualifications and skills to serve as a director of Outdoor Products.

Gary L. McArthur. Mr. McArthur served as Executive Vice President and Chief Financial Officer of CH2M Hill, an engineering company that provides consulting, design and operations services, from 2014 to 2018. Prior to joining CH2M Hill, he worked more than 15 years for Harris Corporation, an international communications and information technology company serving government and commercial markets, where he most recently served as Senior Vice President and Chief Financial Officer. Mr. McArthur has also been associated with Nextel Communications, Inc., Lehman Brothers, Inc. and Deloitte & Touche LLP and served on the boards of Terion, Inc. and Live TV Co. Ltd. Mr. McArthur is also a Certified Public Accountant and Chartered Global Management Accountant and is currently serving as a board member on the Vista Outdoor Board and the University of Utah David Eccles School of Business Advisory Board. We believe that Mr. McArthur’s business, operational, financial and management expertise, including his experience serving as Chief Financial Officer of CH2M Hill and Harris Corporation and as a director of Vista Outdoor, Terion, Inc. and Live TV Co. Ltd., as well as his financial experience as a Certified Public Accountant and Chartered Global Management Accountant, provide him with the necessary experience, qualifications and skills to serve as a director of Outdoor Products.

Michael D. Robinson. Mr. Robinson was most recently employed as the Executive Vice President - Customer Experience, Product Management and Digital Revenue at Macy’s Inc. from 2015 to 2018 and was the Senior Vice President - Digital Technology at Macy’s Inc. from 2010 to 2015. Macy’s Inc. is an omni-channel retail organization that operates stores, websites and mobile applications that sells a range of merchandise, including apparel and accessories for men, women and children, cosmetics, home furnishings and other consumer goods. Before joining Macy’s, Mr. Robinson was the Vice President - IT Strategy, Business Planning and Global Corporate Systems Development from 2005 to 2010 at Gap, Inc., an American worldwide clothing and accessories retailer. Prior to his employment at Gap, Inc., he was the Associate Partner - Distribution Sector - Retail and Biotech Industries at IBM Business Consulting Services, which is the professional services arm of IBM, from 2001 to 2005. Mr. Robinson also previously held roles at PricewaterhouseCoopers and Johnson & Johnson. Mr. Robinson currently serves on the Vista Outdoor Board. We believe that Mr. Robinson’s business, operational and management expertise, including his experience serving in leadership roles at Macy’s and Gap, Inc. and his experience as a director of Vista Outdoor, provide him with the necessary experience, qualifications and skills to serve as a director of Outdoor Products.

Lynn M. Utter. After leading exceptional B2B companies with iconic consumer brands for the past 35 years, Ms. Utter has transitioned fully to advisory work. In addition to serving as Chief Talent Officer (2018-2021) and Operating Partner (since 2017) for Atlas Holdings, LLC, Ms. Utter currently serves as an independent director for Vista Outdoor, Lincoln National Corporation and two privately held companies. Ms. Utter’s career is grounded in distribution and supply chain excellence, with notable executive roles at Knoll, Coors and PepsiCo/Frito Lay. Ms. Utter also moderates leadership seminars at The Aspen Institute and teaches in the University of Texas’ Executive Education program. We believe that Ms. Utter’s business, operational and management expertise, including her experience in leadership roles at Knoll, Inc., Coors and PepsiCo/Frito Lay, as well as her experience serving on the boards of Vista Outdoor and Lincoln National Corporation, provide her with the necessary experience, qualifications and skills to serve as a director of Outdoor Products.

Director Nomination Process

The initial directors who will serve after the Spin-Off are expected to begin their terms at the time of the Distribution, with the exception of one independent director who is expected to begin his or her term prior to the date on which “when-issued” trading of our common stock commences and is expected to serve on our Audit Committee, Management Development and Compensation Committee and Nominating and Governance Committee.

Committees of the Board

Effective upon the completion of the Spin-Off, our Board is expected to have three standing committees: the Audit Committee, the Nominating and Governance Committee and the Management Development and Compensation Committee (the “MDCC”), in connection with the discharge of its responsibilities. Our Board is expected to adopt a written charter for each of the Audit Committee, the Nominating and Governance Committee and the MDCC.

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Audit Committee

We expect that the Audit Committee’s duties will include: appointing, compensating, retaining and overseeing the Company’s independent registered public accounting firm; reviewing the scope of the audit to be conducted by such firm, as well as the results of its audit; overseeing the Company’s financial reporting activities, including the Company’s annual and quarterly reports and the accounting standards and principles followed; overseeing the Company’s compliance with its Code of Business Ethics; overseeing the Company’s financial reporting process; approving audit and non-audit services provided to the Company by the independent registered public accounting firm; evaluating requests for waivers related to the Code of Business Ethics; overseeing the Company’s legal and regulatory compliance; overseeing the Company’s disclosure and internal controls; preparing the report of the Audit Committee required by the rules and regulations of the SEC; and having responsibility for oversight of enterprise risks, including the steps the Company takes to monitor and mitigate these risks.

Each of the Audit Committee members will meet the independence and experience requirements of the NYSE and the SEC and other requirements to be set forth in the Audit Committee charter. Upon completion of the Spin-Off, we expect the Audit Committee will consist of Ms. Utter, Mr. McArthur and Mr. Gibbons. The Audit Committee is expected to hold four regularly scheduled meetings each fiscal year. Generally, the Audit Committee is expected to meet separately with the independent auditors and the Company’s internal auditors at regularly scheduled meetings and periodically meet separately with management.

Management Development and Compensation Committee (MDCC)

We expect that the MDCC’s duties will include: carrying out the responsibilities delegated to it by the Board relating to the review and determination of executive compensation and approving or recommending, as applicable, compensation and incentive plans and programs; evaluating the performance of our Chief Executive Officer and other executive officers in light of established Company goals and objectives at least once per year and, based on these evaluations, approving (or making recommendations to the Board regarding approval when appropriate) the compensation of our Chief Executive Officer and other executive officers; and having responsibility for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements.

Each of the MDCC members will meet the independence requirements of the NYSE and the SEC and other requirements to be set forth in the MDCC charter. Upon completion of the Spin-Off, we expect the MDCC will consist of Mr. Robinson, Ms. Utter and Mr. Gibbons. The MDCC is expected to hold four regularly scheduled meetings each fiscal year.

Nominating and Governance Committee

We expect that the Nominating and Governance Committee’s duties will include: considering and reporting periodically to the Board on matters relating to the identification, selection and qualification of members of the Board and candidates nominated to the Board; advising and making recommendations to the Board with respect to corporate governance matters, overseeing annual evaluations of the Board and managing board succession planning; receiving and reviewing, in accordance with the Company’s bylaws, stockholder recommendations for director candidates; reviewing the Company’s policies related to such recommendations; and, in its role of reviewing and maintaining the Company’s Guidelines on Corporate Governance, managing risks associated with the independence of the Board and potential conflicts of interest.

Each of the Nominating and Governance Committee members will meet the independence requirements of the NYSE and other requirements to be set forth in the Nominating and Governance Committee charter. Upon completion of the Spin-Off, we expect the Nominating and Governance Committee will consist of Mr. Gibbons, Mr. Robinson and Mr. McArthur. The Nominating and Governance Committee is expected to hold two regularly scheduled meetings each fiscal year.

Corporate Governance Guidelines

We are committed to effective corporate governance practices. Prior to the completion of the Spin-Off, we intend to adopt Guidelines on Corporate Governance which describe the governance principles and procedures by which our Board will function. Our Board is expected to annually review and update, if necessary, the Guidelines on Corporate Governance and the Board committee charters in response to corporate governance developments, including regulatory changes, and recommendations by directors in connection with Board and committee evaluations.

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Code of Business Ethics

Prior to the completion of the Spin-Off, we intend to adopt a written code of business ethics that is designed to deter wrongdoing and to promote, among other things:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of the code of business ethics to an appropriate person or persons identified in the code; and

• accountability for adherence to the code of business ethics.

Communications with Directors

We intend to establish certain processes by which stockholders and other interested third parties may communicate with non-management members of our Board.

Director Independence

Under the applicable rules of the NYSE, a majority of our Board of Directors must be independent. Our Board of Directors is expected to affirmatively determine that each of our directors, other than Eric Nyman, our Chief Executive Officer, has no material relationship with the Company and is independent. Our Audit Committee, Nominating and Governance Committee and Management Development and Compensation Committee will each be composed solely of independent directors.

We expect that each year, our directors will be required to complete a questionnaire that is designed to, among other things, provide information to assist the Board in determining whether the director is independent. We expect that any person nominated for election as a director will also be required to complete a questionnaire no later than the date he or she will be recommended for nomination by the Nominating and Governance Committee. Our Nominating and Governance Committee is expected to review all transactions and relationships disclosed in the director questionnaires. Each year, the Board of Directors is expected to make a formal determination regarding each director’s independence.

In order to qualify as independent, a director must qualify as independent under the applicable rules of the NYSE and our Board of Directors must also affirmatively determine, in its business judgment and in consideration of all relevant facts and circumstances, that the director has no relationship with the Company that is material to that director’s ability to be independent from management. Our Nominating and Governance Committee and our Board are expected to review all transactions and relationships between the Company and our directors, their immediate family members and entities with which they are affiliated and determine whether they are made or established in the ordinary course of business and whether the director has a material relationship with the Company.

No family relationship exists among any of the individuals expected to serve as directors or executive officers of Outdoor Products.

Annual Director Evaluations

The Nominating and Governance Committee is expected to lead an annual self-evaluation of the functioning and effectiveness of the Board, each Board committee and each director. The centerpiece of this process is expected to be the analysis of a comprehensive self-assessment questionnaire completed by each director. The directors’ responses to the questionnaire will provide a critical evaluation by the directors of the Board’s performance, including an assessment of its agendas, informational needs, composition, processes, dynamics and effectiveness, as well as a director-by-director evaluation in terms of skill sets and contribution. We expect that at the end of the process, opportunities for improvement will be identified by the Nominating and Governance Committee and Board.

We expect that periodically, the evaluation process will be administered by our outside counsel. Each director will complete the questionnaire and provide suggestions and feedback to our outside counsel, who will then summarize the results of the assessment and deliver recommendations for improvements to our Nominating and Governance Committee and Chair. This process will allow directors to anonymously submit feedback.

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Director Qualifications and Selection Process

We expect that the Board will delegate the identification, screening and evaluation of director candidates to the Nominating and Governance Committee. The Nominating and Governance Committee may retain from time to time a search firm to help identify, screen and evaluate director candidates. The Nominating and Governance Committee is also expected to consider qualified candidates for Board membership submitted by stockholders, as described below, or by members of the Board. The Nominating and Governance Committee is expected to interview the candidates who meet the director qualification standards described above, select the candidates who best meet the Board’s needs and then recommend to the Board the director nominees for election to the Board.

In evaluating potential director nominees, the Nominating and Governance Committee will seek to ensure that the Board includes a range of talents, ages, skills, diversity and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, governmental/regulatory, leadership and industry experience, sufficient to provide sound and prudent guidance with respect to the Company’s operations and interests.

The Board’s Role in Risk Oversight

While the Company’s management is expected to be responsible for the day-to-day management of risks, we expect that the Board will have broad oversight responsibility for the Company’s risk management programs. Company management is expected to be charged with adequately identifying material risks that the Company faces in a timely manner; implementing management strategies that are responsive to the Company’s risk profile and specific material risk exposures; evaluating risk and risk management with respect to business decision-making throughout the Company; and efficiently and promptly transmitting relevant risk-related information to the Board or appropriate committee, so as to enable them to conduct appropriate risk management oversight.

The Board is expected to exercise risk management oversight and control, both directly and indirectly through committees. The Board is expected to regularly review information regarding the Company’s credit, liquidity and operations, including the risks associated with each. The MDCC is expected to be responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee is expected to be responsible for oversight of financial risks, including the steps we take to monitor and mitigate these risks. The Nominating and Governance Committee, in its role of reviewing and maintaining the Company’s Guidelines on Corporate Governance, is expected to manage risks associated with the independence of the Board, potential conflicts of interest and the governance of the Company. While each committee is expected to be responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is expected to be regularly informed through committee reports and by the Chief Executive Officer about the known risks to the Company’s strategy and business.

The Board is expected to receive an annual report on the enterprise risk management review overseen by the Audit Committee, which will include, among other things, an evaluation of cybersecurity risks (including cybersecurity risks that the Company may have exposure to via its suppliers and service providers), mitigation efforts, incident response preparedness and adequacy of internal controls. In addition, the Board is expected to receive in-depth updates from the Company’s information technology team on cybersecurity risks on a regular basis.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended March 31, 2023, Outdoor Products was not an independent company and did not have a compensation committee or any other committee serving a similar function. Decisions as to the compensation of those who served as our executive officers for that fiscal year were made by Vista Outdoor as described in more detail under the section entitled “Executive Compensation” beginning on page 108 of this Information Statement.

Director Compensation

The Board of Directors of Vista Outdoor has approved an initial compensation program for our non-employee directors. consisting of:

a. an annual award of restricted stock units, valued at $140,000 at the time of grant;

b. an annual cash retainer of $95,000;

c. an additional annual cash retainer of $105,000 for the independent Chair of the Board; and

d. an additional annual cash retainer of $15,000 for the Chair of the Audit Committee, $10,000 for the Chair of the Management Development and Compensation Committee and $10,000 for the Chair of the Nominating and Governance Committee.

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Our non-employee directors will also receive a one-time grant of restricted stock units with a grant-date value of $110,000 upon the effective date of their appointment to our Board, which will vest in three equal installments on the first, second and third anniversaries of the grant date.

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EXECUTIVE COMPENSATION

Executive Summary

Introduction

The following Compensation Discussion and Analysis (“CD&A”) relates to the historical compensation paid to or earned by our named executive officers while we were owned and operated by Vista Outdoor for the fiscal year ended March 31, 2023 (referred to as “fiscal year 2023”). Accordingly, except as otherwise indicated, the compensation and benefit programs discussed in this CD&A do not necessarily reflect the compensation that our named executive officers will receive for their services on our behalf following the Spin-Off, which will be determined based on the compensation policies, programs and procedures to be established by our Board and our MDCC. We refer to Vista Outdoor’s Board of Directors as the “Vista Outdoor Board” and Vista Outdoor’s Management Development and Compensation Committee as the “Vista Outdoor MDCC.”

For purposes of this CD&A, we refer to the individual below as our “identified named executive officer.” Because we are still in the process of determining our post-separation leadership structure and which positions will be identified as executive officers, we have not fully determined our named executive officers other than the identified named executive officer. Information regarding our additional named executive officers will be provided in an amendment to this Information Statement.

• Mark R. Kowalski, who currently serves as Controller and Chief Accounting Officer of Vista Outdoor, and who is expected to serve as our Controller and Chief Accounting Officer following the Spin-Off.

Eric Nyman, who currently serves as the Chief Executive Officer of the Outdoor Products segment of Vista Outdoor, is expected to serve as our Chief Executive Officer following the Spin-Off. Since Mr. Nyman joined Vista Outdoor after the end of fiscal year 2023, he was not an executive officer of Vista Outdoor during fiscal year 2023 and therefore is omitted from the discussion below.

Executive Compensation Philosophy and Governance

Vista Outdoor’s Executive Compensation Philosophy

The overall objective of Vista Outdoor’s executive compensation program is to align incentives with the primary goal for operating Vista Outdoor: to enhance long-term stockholder value. The program is intended to provide a competitive compensation package to Vista Outdoor’s executives to attract, motivate and retain a talented executive leadership group that is dedicated to the long-term interests of its stockholders. The Vista Outdoor pay philosophy is to attract the most talented executives and vest them with authority to execute the board-approved strategic and annual plans.

Executive compensation decisions by Vista Outdoor have been based on three fundamental principles:

Compensation Should be Performance-Based	Incentive compensation is designed to drive strong financial performance with the intent of creating long-term stockholder value. Executive compensation varies in relation to Vista Outdoor’s financial performance and stock price performance.
Compensation Should Align Executive and Stockholder Interests	Vista Outdoor will achieve the best results for its stockholders when its executives act and are rewarded as owners in the business. A significant portion of total executive pay opportunities comes through equity-based incentives. Our identified named executive officer is required to retain at least 50% of the net shares (remaining after taxes are withheld) of Vista Outdoor common stock acquired as compensation through separation of service or until such named executive officer holds Vista Outdoor common stock having an aggregate market value equal to three times base salary.
Compensation Opportunities Should be Competitive to Attract and Retain Quality Talent	Vista Outdoor must offer a competitive total compensation package to attract and retain a talented executive leadership group. To ensure that it remains competitive and promotes executive retention, Vista Outdoor regularly reviews competitive market information for both direct and indirect compensation. Total direct compensation (base salary, annual incentive, long-term incentive) is benchmarked annually against a company specific peer group as well as other third-party compensation surveys to ensure that its executive compensation program is competitive.

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Governance of the Executive Compensation Program at Vista Outdoor

The Vista Outdoor MDCC consists entirely of independent directors and was responsible for setting its compensation policies and approving the compensation paid to Vista Outdoor’s executive officers, including our identified named executive officer. The Vista Outdoor MDCC considers the advice and recommendations of members of the Vista Outdoor executive team in making its determinations regarding executive compensation. All compensation decisions, however, are made by the Vista Outdoor MDCC in its sole discretion. Vista Outdoor strives to ensure that its executive compensation program encompasses best practices in the market and good governance. This reduces risk and increases the alignment between the Vista Outdoor executive compensation program and the interests of the Vista Outdoor stockholders. In establishing its executive compensation program, the Vista Outdoor MDCC has adopted policies and practices that reflect good governance and best practices in the market. We expect our executive compensation program to include many, if not all, of the same best practices.

The Vista Outdoor MDCC has retained the services of an independent compensation consulting firm, FW Cook, to assist with its responsibilities. FW Cook reports only to the Vista Outdoor MDCC and the only services it provides to Vista Outdoor are pursuant to its engagement as an independent compensation consultant to the Vista Outdoor MDCC. As provided in its charter, the Vista Outdoor MDCC has the authority to determine the scope of FW Cook’s services and may terminate their engagement at any time. The Vista Outdoor MDCC reviewed FW Cook’s independence under SEC and NYSE rules and determined there was no conflict of interest. The consultant provides the Vista Outdoor MDCC with the objective information and expertise necessary to make informed decisions that are in the best long-term interests of the Vista Outdoor business and stockholders, and to keep the Vista Outdoor MDCC informed as to compensation trends and regulatory developments affecting public companies in general and those operating in Vista Outdoor’s industries.

Overview of Compensation Best Practices at Vista Outdoor

The Vista Outdoor MDCC regularly reviews executive compensation best practices and makes changes to Vista Outdoor’s programs as appropriate. We expect our executive compensation program to include many, if not all, of the same best practices. The Vista Outdoor program reflects best practices as follows:

What Vista Outdoor Does:	What Vista Outdoor Does Not Do:
Emphasize pay for performance to align executive compensation with business strategy and promote creation of long-term stockholder value.	X	No excessive perquisites are provided to executives.
Seek direct feedback from Vista Outdoor stockholders on executive compensation practices and take that feedback into consideration when making compensation decisions.	X	No excessive supplemental retirement benefits.
Ensure that a significant portion of executive compensation is tied to the achievement of pre-determined and measurable performance goals that are tied to Vista Outdoor’s strategic and financial objectives.	X	No front-loaded incentive awards, which would limit the Vista Outdoor MDCC’s ability to adjust future pay opportunities.
Impose a recoupment (clawback) policy that applies to incentive awards held by executive officers if there is a material restatement of Vista Outdoor’s financial results.	X	No hedging or pledging of Vista Outdoor stock by Vista Outdoor directors and officers, pursuant to Vista Outdoor’s anti-hedging and anti-pledging policies.
Impose a robust stock ownership requirement for Vista Outdoor’s executive officers.	X	No stock options are granted with an exercise price below market value on the date of grant.
Design compensation programs with controls to mitigate risk.	X	No repricing of equity awards without stockholder approval.
Include a double-trigger provision in its change-in-control severance plan.	X	No tax gross-ups paid on change-in-control benefits.

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Retain a compensation consultant to provide independent, third-party advice on executive compensation.

Regular competitive benchmarking using multiple sources of data including peer group pay as a reference point to determine total target compensation.

Hold a “say on pay” advisory vote on executive compensation annually.

Determination of Compensation

Before the Vista Outdoor MDCC approves compensation for Vista Outdoor’s executive officers, including our identified named executive officer, for a fiscal year, it reviews the Vista Outdoor executive compensation program to (1) benchmark ongoing market competitiveness and (2) evaluate the alignment between compensation and overall Vista Outdoor and individual performance.

In consultation with the independent compensation consultant, the Vista Outdoor MDCC developed a peer group of business competitors of comparable size (referred to as the “Compensation Peer Group”) to benchmark executive compensation for officers in similar positions at comparable companies. Key characteristics of the Compensation Peer Group include:

• Size Appropriate – comparable in size (considering revenue, market capitalization, and other financial measures).

• Multiple Product Spaces – product lines catering to a wide variety of end-consumers.

• Portfolio of Brands – active management of multiple brands.

• Manufacturing Component – clear in-house manufacturing capabilities and the associated management tasks.

In fiscal year 2023 the Vista Outdoor MDCC, with the guidance of FW Cook, elected to make no changes to the 2022 peer group for fiscal year 2023. This decision was made to maintain year-over-year consistency and to reinforce the continued alignment with Vista Outdoor’s growth profile and business portfolio. Vista Outdoor’s peer group consists of the following 18 companies:

Acushnet Holdings Corp.	Hasbro, Inc.
Brunswick Corp.	Helen of Troy Ltd.
Topgolf Callaway Brands Corp.	Mattel, Inc.
Carter’s Inc.	Polaris Industries Inc.
Deckers Outdoor Corp.	Spectrum Brands Holdings, Inc.
Energizer Holdings Inc.	Tapestry Inc.
Garmin Ltd.	Tupperware Brands Corp.
G-III Apparel Group Ltd.	Under Armour, Inc.
Hanesbrands Inc.	Wolverine World Wide, Inc.

The 18 companies comprising the fiscal year 2023 Compensation Peer Group have a median revenue of approximately $3.6 billion. The Vista Outdoor MDCC believed that the total median pay opportunity for the officers of Vista Outdoor for whom it leverages proxy pay data remains within the competitive range compared to the Compensation Peer Group.

The Vista Outdoor MDCC may make changes to the Compensation Peer Group for purposes of evaluating the competitiveness of the Vista Outdoor executive compensation program for future periods. The Vista Outdoor MDCC retains discretion to make adjustments such that the compensation of individual executive officers may be above or below the market references.

In addition to the Compensation Peer Group, the Vista Outdoor MDCC also considers reported pay data from leading third-party compensation surveys. The Vista Outdoor MDCC reviewed multiple market reference points for each of its executive officers, including our identified named executive officer, as a guide to establish a targeted level of total direct compensation for each executive officer position. Vista Outdoor’s Chief Executive Officer then made recommendations to the Vista Outdoor MDCC on the pay levels for officers (other than himself) based on the Chief Executive Officer’s assessment of the officer’s performance.

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Following the Spin-Off, we intend to establish our own peer group. The list of companies that we will ultimately use for our peer group following the Spin-Off is subject to the approval of, and change by, our MDCC.

Elements of Vista Outdoor’s Executive Compensation Program

The primary elements of the Vista Outdoor executive compensation program are:

Compensation     Element	Fundamental Principle Served	Objective	Competitive Positioning
Base salary	Designed to attract and retain quality talent	To provide a fixed level of cash compensation for sustained individual performance, based on level of responsibility, performance and experience	Targeted at or around the 50th percentile of the market data described above
Annual incentive	Performance based/aligned with stockholder interests	To focus attention on and reward executives for their contributions to Vista Outdoor’s annual financial and operational performance	Opportunities are targeted at or around the 50th percentile of the market data described above
Long-term incentive	Performance based/aligned with stockholder interests	To align management’s interests with those of Vista Outdoor stockholders through stock incentive programs that help drive stockholder value over time and support retention of executives	Award values are targeted at or around the 50th percentile of the market data described above
Benefits	Designed to attract and retain quality talent	To provide a competitive total compensation program and support the retention of key executive talent	In line with peers and general market
Perquisites	Designed to attract and retain quality talent	Minimal benefits, with careful consideration to only those where perceived benefit by the executive is greater than the cost to Vista Outdoor	In line with peers

The various elements afford Vista Outdoor flexibility in designing an executive compensation package and allow the Vista Outdoor MDCC to focus executive officers’ efforts on both short-term and long-term business objectives. Prior to the beginning of each fiscal year, the Vista Outdoor MDCC meets at a regularly scheduled meeting to establish base salary and annual and long-term incentive compensation levels for its executive officers for the following fiscal year, including our identified named executive officer. The Vista Outdoor MDCC approves all grants of equity awards to its executive officers, including our identified named executive officer, and Vista Outdoor does not backdate, reprice or grant equity awards retroactively.

The Vista Outdoor MDCC has designed its executive compensation program to attract, motivate and retain key talent, which is necessary to create long-term stockholder value. The Vista Outdoor MDCC re-examines the design of the program to evaluate its effectiveness and make any changes it determines necessary to better align it with Vista Outdoor strategy and compensation philosophy. This year, the Vista Outdoor MDCC continued to solicit specific feedback from several of its stockholders to gain important insight and help the Vista Outdoor MDCC’s efforts to refine the alignment of Vista Outdoor’s compensation arrangements with the interests of its stockholders. For the Vista Outdoor fiscal year 2023 compensation program, long-term incentives were delivered in the form of performance share units (“PSUs”) and restricted stock units (“RSUs”). The structure of the Vista Outdoor executive compensation program is outlined below.

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Compensation for Fiscal Year 2023

Base Salaries

The Vista Outdoor MDCC conducted its review of its executive officers’, including our identified named executive officer’s, base salaries at the Vista Outdoor MDCC’s March 2022 meeting. The Vista Outdoor MDCC considered potential base salary actions in light of Vista Outdoor’s current business environment and market data from peer group and other compensation survey sources. After careful consideration and in light of the strong performance of Vista Outdoor, including our identified named executive officer, during fiscal year 2022, the Vista Outdoor MDCC approved the base salaries for our identified named executive officer as described below for fiscal year 2023.

Name	Base Salary for FY2023		% Increase from   FY2022
Mark R. Kowalski	$	320,000	10.3%

Annual Cash Incentive Compensation for Fiscal Year 2023

Annual cash incentive compensation for Vista Outdoor executive officers, including our identified named executive officer, is paid under the Vista Outdoor Executive Officer Incentive Plan, a cash-based pay-for-performance plan. As it did in prior years, for fiscal year 2023, the Vista Outdoor MDCC established performance targets for its corporate executive officers, including our identified named executive officer (the “Corporate Plan”), based on Vista Outdoor’s consolidated earnings before interest and income tax (“EBIT”) and free cash flow, each adjusted to exclude certain items previously approved by the Vista Outdoor MDCC. We refer to the adjusted consolidated EBIT and free cash flow metrics used for our incentive plans for purposes of this CD&A and the accompanying tables as “AEBIT” and “adjusted free cash flow,” respectively.

AEBIT for the Corporate Plan is defined as operating income plus other income, as determined by accounting principles generally accepted in the United States (“GAAP”), excluding the impact of acquisitions during the fiscal year and subject to certain adjustment factors approved by the Vista Outdoor MDCC and consistent with adjustments applied to Vista Outdoor’s GAAP results for purposes of publicly reporting Vista Outdoor’s non-GAAP AEBIT for fiscal year 2023. Adjusted free cash flow for the Corporate Plan is defined as cash provided from operations less capital expenditures, excluding the impact of acquisitions during the fiscal year and subject to certain adjustment factors approved by the Vista Outdoor MDCC and consistent with adjustments applied to Vista Outdoor’s reported results for purposes of publicly reporting Vista Outdoor’s adjusted free cash flow for fiscal year 2023.

The performance goals under the Corporate Plan were weighted 70% on Vista Outdoor’s AEBIT and 30% on Vista Outdoor’s adjusted free cash flow.

Of the two targets for the Corporate Plan, the Vista Outdoor MDCC weighted AEBIT more heavily because the Vista Outdoor MDCC views AEBIT as the key indicator of financial performance for Vista Outdoor’s business. The Vista Outdoor MDCC continues to believe that adjusted free cash flow generation is an important indicator of Vista Outdoor’s working capital efficiency and critical to maintaining conservative financial leverage. The target level of performance established for each performance goal was based on Vista Outdoor’s financial performance expectations for fiscal year 2023. The target levels of performance were considered by the Vista Outdoor MDCC and Vista Outdoor’s management to be rigorous and challenging but achievable when set.

The fiscal year 2023 AEBIT target established by the Vista Outdoor MDCC represented a decrease from Vista Outdoor’s record fiscal year 2022 AEBIT, which the Vista Outdoor MDCC believed to be appropriate in light of significant economic and operational uncertainty related to the challenging macroeconomic environment impacting consumer discretionary spending and increases in raw material, shipping costs and other inflationary pressures, which existed at the time the targets were established in March 2022. The fiscal year 2023 adjusted free cash flow target established by the Vista Outdoor MDCC represented an increase over the Vista Outdoor fiscal year 2022 adjusted free cash flow, reflecting a normalization in Vista Outdoor’s net working capital needs. The Vista Outdoor MDCC believed that the adjusted free cash flow target, when set, struck an appropriate balance between prioritizing continued cash flow generation and supporting Vista Outdoor’s business needs.

The target levels of performance established for the Corporate Plan were considered by the Vista Outdoor MDCC and Vista Outdoor management to be challenging but achievable when established. The Vista Outdoor MDCC believed that the incentive created by the fiscal year 2023 annual cash incentive plan had a positive effect, as adjusted free cash flow exceeded the targets set by the Vista Outdoor MDCC by 33.7%. Additionally, in a very challenging year with the macroeconomic impacts reducing demand and significant inflationary pressures on costs, AEBIT was only 9.5% below its target.

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In May 2023, the Vista Outdoor MDCC evaluated Vista Outdoor’s results against each of the performance goals for the Corporate Plan for fiscal year 2023 and determined that Vista Outdoor’s AEBIT achieved in fiscal year 2023 was slightly below the established target performance goal for AEBIT and Vista Outdoor’s adjusted free cash flow achieved in fiscal year 2023 was above the established maximum performance goal, resulting in an overall payout of 108.15% of target for our identified named executive officer.

Vista Outdoor’s consolidated financial results, as adjusted for purposes of determining achievement under the Corporate Plan, were as follows:

Corporate Plan (amounts in millions)
Goals	Goal Weighting	Threshold Performance Goal	Target Performance Goal	Maximum Performance Goal	Actual Achievement
AEBIT	70%	$462.3	$577.9	$635.6	$523.0
Adjusted Free Cash Flow	30%	$267.1	$333.9	$367.3	$446.5

See the section entitled “—Reconciliation of Certain Non-GAAP Financial Measures” beginning on page 136 of this Information Statement for a reconciliation of AEBIT and adjusted free cash flow to the most directly comparable GAAP measures.

The Corporate Plan achievement described above includes the same adjustments applied to Vista Outdoor’s reported results for purposes of disclosing Vista Outdoor’s non-GAAP AEBIT and adjusted free cash flow for fiscal year 2023, as well as adjustments to remove the impact of acquisitions completed in fiscal year 2023.

The following table sets forth the threshold, target and maximum annual incentive compensation amounts established by the Vista Outdoor MDCC, and the actual cash incentive paid for fiscal year 2023 performance to our identified named executive officer:

	FY2023 Annual Cash Incentive Amounts						Actual
	Threshold		Target		Maximum		Incentive Paid
Mark R. Kowalski	$	32,000	$	128,000	$	256,000	$	138,437

Long-Term Incentive (“LTI”) Compensation for Fiscal Year 2023

The Vista Outdoor MDCC determines the framework and goals for Vista Outdoor’s LTI compensation program. Each year, the Vista Outdoor MDCC considers the elements and structure of Vista Outdoor’s LTI compensation program and evaluates its effectiveness at aligning management incentives with Vista Outdoor’s long-term strategic and financial goals. For the fiscal year 2023 executive compensation program, the Vista Outdoor MDCC continued to grant a majority of the annual LTI awards for our identified named executive officer in the form of PSUs to better align the Vista Outdoor LTI program with the financial and profitability goals of the Vista Outdoor growth plan. For fiscal year 2023 grants, 60% of the total value of the LTI awards granted to our identified named executive officer were granted in the form of PSUs and 40% was granted in the form of RSUs.

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The key elements and objectives of the fiscal year 2023 LTI program for Vista Outdoor’s executive officers, including our identified named executive officer, are shown below. The LTI awards described in the table below (PSUs and RSUs) are intended to form a significant part of each executive officer’s fiscal year 2023 compensation package. Because RSU awards were approved by the Vista Outdoor MDCC in the final month of fiscal year 2022, their grant date fair value appears in the Summary Compensation Table for fiscal year 2022 and is not included in the Grants of Plan-Based Awards table provided in this Information Statement (see “—Summary Compensation Table” and “—Grants of Plan-Based Awards Table” beginning on pages 121 and 122, respectively, of this Information Statement), even though such awards represent compensation for fiscal year 2023. Similarly, the PSU awards granted in respect of fiscal year 2023 compensation also appear in the Summary Compensation Table for fiscal year 2022 and are not included in the Grants of Plan-Based Awards Table because the grants were made and the performance metrics were approved in the last month of fiscal year 2022. The table below reflects the current design of Vista Outdoor’s LTI compensation program, and such awards may be adjusted in connection with the Spin-Off, which will be described in an amendment to this Information Statement once such treatment is determined.

Type of Award	LTI Mix (% of Total Opportunity)	Objectives	Key Terms
PSUs	60%	Balancing earnings growth as well as market returns	Service-based vesting conditions and measured over a three-year period: (1) cumulative three-year EPS growth for fiscal years 2023-2025, with payment assessed at the end of the three-year performance period (50% weighting); and (2) net sales growth for fiscal years 2023-2025, with payment assessed at the end of the three year performance period (50% weighting), modified by relative total stockholder return (rTSR): three-year return compared to the S&P Small Cap 600 Index (excluding companies in the Financial sector) (+/- 20%).
RSUs	40%	Retention, with underlying value driven by stock-price performance	Service-based vesting over a three-year period in equal annual installments.

Performance Share Units: Metrics for the Fiscal Year 2023-2025 Performance Period

As noted above, for the fiscal year 2023-2025 performance period, the Vista Outdoor MDCC selected two performance metrics, EPS growth and net sales growth, equally weighted, modified by relative total stockholder return (“rTSR”), to incentivize management to deliver meaningful progress toward the profitability and other goals of Vista Outdoor’s strategic transformation plan. The Vista Outdoor MDCC believed that these performance metrics and their relative weighting provide a strong balance between (a) growth and returns, (b) financial performance and market performance and (c) absolute performance and relative performance. The metrics and their relative weighting are described in more detail below. The treatment of PSUs is expected to be adjusted in connection with the Spin-Off (see “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 57 of this Information Statement).

Component	Weight	Metric
EPS Growth	50%	Final payouts under the PSUs are based on the average annual achievement against the fiscal year 2023-2025 targets at the end of the performance period. Linear payout scaled from Threshold to Target and from Target to Maximum. The payouts are determined as follows:
			% of Target Payout
		Threshold	25%
		Target	100%
		Maximum	200%
Component	Weight	Metric
Net Sales  Growth	50%	Final payouts under the PSUs are based on the average annual achievement against the fiscal year 2023-2025 targets at the end of the performance period. Linear payout scaled from Threshold to Target and from Target to Maximum. The payouts are determined as follows:
			% of Target Payout
		Threshold	25%
		Target	100%
		Maximum	200%

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Component	Weight	Metric
rTSR	Modifier	rTSR will be calculated over the three-year performance period using the average of the closing stock prices on the 30 trading days prior to the start and prior to the end of the three-year performance period. The rTSR modifier will not result in a total award payout that exceeds 200% of target and no positive TSR modification will occur if Vista Outdoor’s TSR is negative. Vista Outdoor’s results will be compared to the S&P Small Cap 600 Index (excluding companies in the financial sector) to determine the modifier of the payout as follows:
			Percentile Achievement	Calculated Modifier
		Threshold	At or Below the 25th	(20)%
		Target	26th to 74th	—%
		Maximum	At or Above the 75th	20%

For the fiscal year 2023 LTI grants, PSUs are subject to performance targets based on earnings-per-share and net sales growth, with rTSR used only as a modifier, reflecting the Vista Outdoor MDCC’s view that it is appropriate to continue to focus performance-based LTI grants on incentivizing long-term revenue growth.

For all measures, no payout will be made if performance falls short of threshold, and the actual amounts payable will be interpolated on a straight-line basis between the threshold and target or between the target and maximum of 200%, as applicable. The target levels of performance were considered by the Vista Outdoor MDCC and Vista Outdoor’s management to be challenging but achievable when established.

When setting the goals, the Vista Outdoor MDCC also specified that in determining and calculating the performance results at the end of the performance period, adjustments may, in the Vista Outdoor MDCC’s sole discretion, be made to eliminate the negative or positive effects of:

• charges for extraordinary items and other unusual or non-recurring items of loss or gain;

• asset impairments;

• litigation or claim judgments or settlements;

• changes in the Internal Revenue Code of 1986 or statutory tax rates;

• changes in accounting principles (including the impact of any changes in accounting policies);

• changes in other laws or regulations affecting reported results;

• charges relating to restructurings, discontinued operations, severance and contract termination and other costs incurred in rationalizing certain business activities;

• gains or losses from the acquisition or disposition of businesses or assets or from the early extinguishment of debt, including the operating results of any business acquired or disposed of in the year of such acquisition or disposal; and

• foreign currency exchange gains or losses.

The table below shows the total number of fiscal year 2023-2025 PSUs awarded to our identified named executive officer at target performance, and their target total value as approved by the Vista Outdoor MDCC:

Name	Target FY 2023-2025     Performance Shares:     Number of Shares		Target FY 2023-2025 Performance Shares: Award Value
Mark R. Kowalski		3,127	$	105,599

Special Retention Awards Related to the Company’s Separation

In fiscal year 2023 the Vista Outdoor MDCC approved special retention awards for several of Vista Outdoor’s executive officers, including our named executive officer, in recognition of the extraordinary level of work required by each of them to accomplish the Spin-Off, and to recognize the critical role that they play in the success of the Spin-Off. The awards are subject to the recipient’s continued employment with Vista Outdoor through the respective vesting dates as follows: 25% are RSUs that vest on the first anniversary of the grant date regardless of the execution of the Spin-Off, and 75% are PSUs that vest on the second anniversary of the grant date contingent on the execution of the Spin-Off. In the event

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of a termination without cause, the awards provide for the immediate vesting of shares that would have vested had the recipient remained employed for 12 months following such termination. The treatment of these special retention awards is expected to be adjusted in connection with the Spin-Off as described in the section entitled “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 57 of this Information Statement. The table below shows the total number of special retention RSUs and PSUs granted to our identified named executive officer in fiscal year 2023:

Name	Grant Date	Number of Shares		Award Value
Mark R. Kowalski	1/13/2023		8,322	$	228,272

Payout of Fiscal Year 2021-2023 PSUs

In March 2021, PSUs were granted to Mr. Kowalski. The awards had a performance period from April 1, 2021 through March 31, 2023 and were contingent on Vista Outdoor achieving the following performance goals:

Component	Weight	Metric
Earnings Per Share (EPS) Growth	50%	Separate one-year target for fiscal year 2021 and two-year target for fiscal years 2022-2023. Final payout of the PSUs were based on the achievement level against the fiscal year 2021 target and average annual achievement level against the fiscal years 2022-2023 targets over the performance period, to determine the payout as follows:
			Fiscal Year 2021	Fiscal Year 2022-2023	% of Target Payout
		Threshold	20.0%	(6.7)%	25%
		Target	25.0%	(5.5)%	100%
		Maximum	28.0%	(4.8)%	200%
		Actual	1399.0%	51.6%	200%
Net Sales Growth	50%	Separate one-year targets for fiscal year 2021 and two-year target for fiscal years 2022-2023. Final payout of the PSUs were based on the achievement level against the fiscal year 2021 target and average annual achievement against the fiscal years 2022-2023 targets over the performance period to determine the payout as follows:
			Fiscal Year 2021	Fiscal Year 2022-2023	% of Target Payout
		Threshold	(4.8)%	4.7%	25%
		Target	(4.0)%	5.9%	100%
		Maximum	(3.6)%	6.5%	200%
		Actual	45.4%	11.5%	200%
Relative Total Stockholder Return (rTSR)	Modifier	rTSR was calculated over the three-year performance period using the average of the closing stock prices on the 30 trading days prior to the start and prior to the end of the three-year performance period. The rTSR modifier was not used because total award payout exceeded 200% of target. Vista Outdoor’s results were compared to the S&P Smallcap 600 Index (excluding companies in the financial sector) to determine the payout as follows:
			Percentile Achievement		% of Target Payout
		Threshold	25th		50%
		Target	50th		100%
		Maximum	75th		200%
		Actual	95th		200%
Final Payout					200%

Based on Vista Outdoor’s performance results, the Vista Outdoor MDCC determined that the fiscal year 2021-2023 PSUs granted to Mr. Kowalski had been earned at 200% of target and approved a share payout amount equal to 48,472 shares.

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Fiscal Year 2024 Compensation Decisions

Base Salaries for Fiscal Year 2024

The Vista Outdoor MDCC conducted its review of its executive officers’, including our identified named executive officer’s, base salaries at the Vista Outdoor MDCC’s March 2023 meeting. The Vista Outdoor MDCC considered potential base salary actions in light of Vista Outdoor’s current business environment and market data from peer group and other compensation survey sources. After careful consideration and in light of the strong performance of Vista Outdoor, the Vista Outdoor MDCC approved the base salary increase for our identified named executive officer as described below.

The table below reflects the fiscal year 2024 base salaries for our identified named executive officer:

Name	Base Salary for FY2024		% Increase from   FY2023
Mark R. Kowalski	$	345,000	7.8%

Annual Cash Incentive Compensation for Fiscal Year 2024

In April 2023, the Vista Outdoor MDCC established the performance goals for the annual incentive compensation program for the fiscal year ending March 31, 2024. The Vista Outdoor MDCC decided to set annual performance targets based on Vista Outdoor’s expectations for fiscal year 2024 for the financial measures described below.

The Vista Outdoor MDCC determined that Vista Outdoor AEBIT and adjusted free cash flow continue to be the appropriate measures to incentivize executive officers who participate in Vista Outdoor’s Corporate Plan to maintain their focus on continuing Vista Outdoor’s strong overall profitability and cash generation in fiscal year 2024. The performance goals established for the fiscal year 2024 Corporate Plan are weighted 70% on Vista Outdoor’s AEBIT and 30% on Vista Outdoor’s adjusted free cash flow.

The target level of performance established for each performance goal is based on Vista Outdoor’s financial performance expectations for fiscal year 2024. The target levels of performance were considered by the Vista Outdoor MDCC and management to be challenging but achievable when set.

Actual performance will be measured following the end of the performance period or, if earlier, the completion of the Spin-Off. The Vista Outdoor MDCC retains the discretion to adjust incentive payment amounts downward after the adjustments have been calculated.

As part of the annual review of individual executive officer compensation levels, the Vista Outdoor MDCC reviewed and established the annual incentive payment opportunity (expressed as a percentage of base salary) for target performance for each executive officer.

In order to incentivize executive officers to continue Vista Outdoor’s strong financial performance and to retain and motivate key employees in preparation for the Spin-Off, for fiscal year 2024 the Vista Outdoor MDCC approved a target annual incentive opportunity for our named executive officer as follows:

Name	Fiscal Year 2024 Annual Cash Incentive Targets   (as % of base salary)
Mark R. Kowalski	45%

Long-Term Incentive Compensation

The LTI mix granted for fiscal year 2023 was continued for fiscal year 2024 and consisted of 60% PSUs and 40% RSUs. The Vista Outdoor MDCC believed that this mix provides meaningful incentives for Vista Outdoor’s executive officers, including our identified named executive officer, to drive the growth of the business and more closely aligns compensation of its executive officers with Vista Outdoor’s performance.

Performance Share Units: Awards and Metrics for the Fiscal Year 2024-2026 Performance Period

For the fiscal year 2024-2026 performance period, the Vista Outdoor MDCC again chose net sales growth and EPS growth as performance targets, with a relative total stockholder return (rTSR)-based modifier. The Vista Outdoor MDCC believed that this mix of performance targets appropriately aligns management incentives with the long-term organic growth goals of Vista Outdoor, while maintaining appropriate emphasis on relative and absolute stockholder returns. The metrics and targets are described in more detail below. The treatment of PSUs is expected to be adjusted in connection with the Spin-Off (see “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 57 of this Information Statement).

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Component	Weight	Metric
EPS Growth	50%	Final payouts under the PSUs are based on average annual achievement against the fiscal year 2024-2026 targets at the end of the performance period. Linear payout scaled from Threshold to Target and from Target to Maximum. The payouts are determined as follows:
			% of Target Payout
		Threshold	25%
		Target	100%
		Maximum	200%
Component	Weight	Metric
Net Sales Growth	50%	Final payouts under the PSUs are based on the average annual achievement against the fiscal year 2024-2026 targets at the end of the performance period. Linear payout scaled from Threshold to Target and from Target to Maximum. The payouts are determined as follows:
			% of Target Payout
		Threshold	25%
		Target	100%
		Maximum	200%
Component	Weight	Metric
rTSR	Modifier	rTSR will be calculated over the three-year performance period using the average of the closing stock prices of Vista Outdoor common stock on the 30 trading days prior to the start and prior to the end of the three-year performance period. Vista Outdoor’s results will be compared to the S&P SmallCap 600 Index (excluding companies in the financial sector) to determine whether a positive or negative modifier should be applied to the payout determined by achievement against the EPS and Sales Growth targets described above. If absolute TSR is negative during the performance period but is at or above the 75th percentile on a relative basis, no positive modifier will be applied to final payouts.
			Percentile Achievement	% of Target     Payout
		Threshold	At or below the 25th	-20%
		Target	26th to 74th	0%
		Maximum	At or above the 75th	+20%

EPS growth and net sales growth exclude the effect of new acquisitions during each fiscal year. For all measures, no payout will be made if performance falls short of threshold, and the actual amounts payable will be interpolated on a straight-line basis between the threshold and target or between the target and maximum of 200%, as applicable. The target levels of performance were considered by the Vista Outdoor MDCC and Vista Outdoor’s management to be challenging but achievable when established.

Under Vista Outdoor’s LTI compensation program, actual performance will be measured following the end of the performance period, or, if earlier, the completion of the Spin-Off. The Vista Outdoor MDCC retains the discretion to adjust PSU awards downward after the adjustments have been calculated.

The table below shows the total number of fiscal year 2024-2026 PSUs granted to our identified named executive officer at target performance, and their target total value, in each case as approved by the Vista Outdoor MDCC at its May 2023 meeting:

Name	Target FY 2024-2026 Performance Shares: Number of Shares		Target FY 2024-2026 Performance Shares: Award Value
Mark R. Kowalski		4,108	$	101,221

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Treatment of Vista Outdoor Equity-Based Awards in the Spin-Off

For a description of the expected treatment of Vista Outdoor equity-based awards in connection with the Spin-Off, see the section entitled “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 57 of this Information Statement.

Named Executive Officer Target Annual Compensation Mix

SEC rules require companies to report the grant date fair value of all equity awards in the Summary Compensation Table in the year in which they were granted rather than the years over which service is provided or performance is achieved. Accordingly, the total target compensation approved by the Vista Outdoor MDCC for our identified named executive officer for fiscal year 2023 differs from the amount reported in the Summary Compensation Table for fiscal year 2023 due to the timing of the approval of targets and the timing of the grants for Vista Outdoor’s fiscal year 2023-2025 PSU awards and fiscal year 2023 RSU awards. As described above (see “—LTI Compensation for Fiscal Year 2023” beginning on page 113 of this Information Statement), the 2023-2025 PSU awards and the RSU awards granted in respect of fiscal year 2023 compensation appear in appear in the Summary Compensation Table for fiscal year 2022 rather than fiscal year 2023 (see “—Summary Compensation Table” beginning on page 121 of this Information Statement). Furthermore, due to changes in the timing of the Vista Outdoor Board’s approval of the Vista Outdoor fiscal year 2024-2026 long-range financial plan, that plan, and the corresponding targets for fiscal year 2024-2026 PSU grants, were approved in May 2023 after the close of Vista Outdoor’s fiscal year 2023. As a result, the expense recognized by Vista Outdoor for its fiscal year 2024-2026 PSU grants is not included in the Stock Awards column of the Summary Compensation Table.

The total fiscal year 2021, 2022, 2023 and 2024 target annual compensation package approved by the Vista Outdoor MDCC for our identified named executive officer is below:

TOTAL DIRECT COMPENSATION TARGETS
Name	Year	Base Salary		Target Annual Cash Incentive		Annual Long-Term Incentive Grant					Total Target Annual Compensation
						RSUs		PSUs		Options
Mark R. Kowalski	FY2024	$	345,000	$	155,250	$	75,900	$	113,850	N/A	$	690,000
	FY2023	$	320,000	$	128,000	$	70,400	$	105,600	N/A	$	624,000
	FY2022	$	290,000	$	116,000	$	63,800	$	95,700	N/A	$	565,500
	FY2021	$	275,000	$	110,000	$	55,000	$	82,500	N/A	$	522,500

Benefits

Vista Outdoor provides certain benefits to its executive officers, including our identified named executive officer, in the form of health, welfare and retirement benefits to support the attraction and retention of highly skilled executives. Vista Outdoor’s benefit programs offer flexibility and choice. Under its benefit programs, employees have the opportunity to choose which benefits fit their personal family and financial needs.

Health and Welfare Benefits

Our identified named executive officer participates in the same health and welfare programs as all other Vista Outdoor employees.

Qualified Retirement Benefits

Generally, our identified named executive officer participates in the standard employee retirement programs of Vista Outdoor, which typically consists of participation in the Vista Outdoor Inc. 401(k) Plan (the “401(k) Plan”).

Nonqualified Deferred Compensation

Vista Outdoor offers the Defined Contribution Supplemental Executive Retirement Plan (the “DC SERP”), a nonqualified deferred compensation plan, as a tool for its key employees to plan for their financial future. The DC SERP is designed to allow for retirement savings above the limits imposed by the Internal Revenue Service for 401(k) plans on a tax-deferred basis. Specifically, the DC SERP provides for a small 401(k) make-up match, which is included in the Summary Compensation Table (see “—Summary Compensation Table” beginning on page 121 of this Information Statement), to

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ensure that Vista Outdoor’s executive officers, including our identified named executive officer, get the full benefit of Vista Outdoor’s matching contribution, like every other employee of Vista Outdoor, without regard to the IRS compensation limit applicable to the 401(k) Plan. Balances in the DC SERP reflect amounts that have accumulated over time, which balances will be distributed consistent with the time requirements of Section 409A of the Code.

Severance

From time to time, Vista Outdoor may provide an executive officer a severance package in connection with a termination of employment. Generally, the package for our identified named executive officer is aligned with the benefits outlined in Vista Outdoor’s Executive Severance Plan. In certain circumstances, Vista Outdoor may offer additional severance benefits to facilitate successful organizational transitions. The Vista Outdoor Executive Severance Plan is in keeping with competitive norms, and it is periodically benchmarked against the market. Payments that may be made under this plan are described below under the section entitled “—Potential Payments Upon Termination or Change in Control” beginning on page 125 of this Information Statement.

Change-in-Control

Our identified named executive officer participates in the Vista Outdoor Income Security Plan, which provides for severance payments under certain circumstances following a change-in-control of Vista Outdoor. Vista Outdoor believed this plan helps ensure that its officers remain focused on the best interests of its stockholders during periods of uncertainty regarding the officers’ future employment prospects. Payments under this plan are not triggered solely by a change-in-control, but rather by termination of employment (that meets certain conditions specified in the plan) following a change-in-control. Periodically the Vista Outdoor MDCC reviews the plan design against market competitive practices for such plans. The Spin-Off will not constitute a change-in-control under the Vista Outdoor Income Security Plan.

Perquisites

Vista Outdoor provides minimal perquisites to our identified named executive officer, to help ensure its overall executive rewards are competitive and in keeping with its principal orientation to more direct elements of pay (i.e., base salaries and performance-based incentives). For fiscal year 2023, the perquisite package included the following components:

• Executive disability insurance

• Executive health exams

Neither of the perquisites listed above include a tax gross-up. All perquisites paid to our identified named executive officer are disclosed in the Summary Compensation Table under the “All Other Compensation” column (see “—Summary Compensation Table” beginning on page 121 of this Information Statement).

Recoupment (Clawback) Policy

Vista Outdoor has in place a recoupment (clawback) policy that reserves the right of the Vista Outdoor MDCC to recoup any incentive awards from an executive officer if there is a material restatement of Vista Outdoor’s financial results. If the Vista Outdoor MDCC determines a recoupment is appropriate in the exercise of its discretion, considering all the facts and circumstances, the executive officer will forfeit and pay back a portion, or all, of the outstanding or previously granted awards as determined by the Vista Outdoor MDCC. On October 26, 2022, the SEC adopted rules implementing the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final rules direct the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. We intend to adopt our own clawback policy to reflect these new requirements.

Executive Officer Stock Holding Requirement

Our identified named executive officer is required to retain at least 50% of the net shares (remaining after taxes are withheld) of Vista Outdoor common stock acquired as compensation through separation of service or until such named executive officer holds Vista Outdoor common stock having an aggregate market value equal to or greater than three times base salary.

The Vista Outdoor MDCC has approved this stock holding requirement to ensure that executives’ interests and actions are aligned with the interests of Vista Outdoor stockholders. This approach underscores an ownership mentality for its executives, which Vista Outdoor holds as a cornerstone of its overall approach to compensation.

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The Vista Outdoor MDCC periodically reviews the holdings of its executives to ensure compliance with the stock holding requirement and has determined that our identified named executive officer is currently in compliance with the requirement. These shares must be held until the executive leaves Vista Outdoor or is no longer an executive officer, which will include the consummation of the Spin-Off.

Following the Spin-Off, we expect to implement stock ownership guidelines that will apply to, among others, our identified named executive officers, in order to ensure they will effectively pursue stockholders’ long-term interests.

No Hedging or Pledging of Vista Outdoor Stock

Vista Outdoor’s Insider Trading Policy prohibits all directors and employees, including our identified named executive officer, from executing short sales of Vista Outdoor securities and from purchasing or selling options on Vista Outdoor securities of any kind, whether puts, calls or other derivative securities. The Vista Outdoor Insider Trading Policy also prohibits pledges of Vista Outdoor securities, purchasing Vista Outdoor securities on margin or incurring any indebtedness secured by a margin or similar account in which Vista Outdoor securities are held, without the prior approval of the Audit Committee of the Vista Outdoor Board.

In accordance with Vista Outdoor’s practice, our identified named executive officer has provided written representations to Vista Outdoor that they do not hedge the economic risk of ownership of Vista Outdoor common stock and have not pledged any of their shares of Vista Outdoor stock during the last fiscal year, except as approved by the Audit Committee of the Vista Outdoor Board.

Following the Spin-Off, we expect to implement an anti-hedging and pledging policy that will apply to, among others, our named executive officers, in order to ensure they will more effectively pursue stockholders’ long-term interests.

Compensation Risk Assessment Process and Conclusion

Vista Outdoor believes that its compensation programs are designed and administered in a manner that discourages excessive or inappropriate risk taking by employees. In consultation with the Vista Outdoor MDCC, members of Vista Outdoor management and the external compensation consultant assessed whether Vista Outdoor compensation policies and practices encourage excessive or inappropriate risk taking by the Vista Outdoor employees, including our identified named executive officer. This assessment included a review of the risk characteristics of Vista Outdoor’s business and the design of Vista Outdoor’s incentive plans and policies. A report of findings was presented to the Vista Outdoor MDCC, and after review and discussion, the Vista Outdoor MDCC concluded that the Vista Outdoor plans and policies do not encourage excessive or inappropriate risk taking:

The Vista Outdoor MDCC performs an annual compensation risk assessment, with support from its external compensation consultant, and has concluded that Vista Outdoor’s compensation programs do not encourage executives or other employees to take inappropriate risks that are reasonably likely to have a material adverse effect on Vista Outdoor.

Named Executive Officer Compensation Tables

The Summary Compensation Table and other tables below provide information concerning the compensation paid by Vista Outdoor to our identified named executive officer for the fiscal year ended March 31, 2023, as well as information regarding outstanding equity grants, and non-qualified deferred compensation benefits and potential payments upon termination or a change in control with respect to Vista Outdoor.

Summary Compensation Table

The following table shows the cash and non-cash compensation awarded to or earned by our identified named executive officer during the fiscal years ended March 31, 2022 and 2023 with respect to his service with Vista Outdoor.

Name and Principal Position (1)	Year		Salary (2)		Stock Awards (3)		Non-equity Incentive Plan Compensation (4)		All Other Compensation (5)		Total
Mark R. Kowalski Controller and Chief Accounting Officer		FY23	$	336,670	$	304,170	$	138,437	$	39,879	$	819,156
		FY22	$	294,784	$	288,015	$	232,000	$	36,450	$	851,249

(1) Position reflects the named executive officer’s title with respect to Vista Outdoor during fiscal year 2023.

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(2) Amounts in this column include amounts, if any, deferred at the direction of the executive officer pursuant to Vista Outdoor’s 401(k) Plan.

(3) The 2023 line of this column shows Vista Outdoor’s fiscal year 2024 RSU grants, which were granted at the end of Vista Outdoor’s fiscal year 2023. It also includes Vista Outdoor’s RSU and PSU grants representing special retention awards related to the Spin-Off. Due to changes in the timing of the Vista Outdoor Board’s approval of Vista Outdoor’s fiscal year 2024-2026 long-range financial plan, that plan, and the corresponding targets for Vista Outdoor’s fiscal year 2024-2026 LTI PSU grants, were approved in May 2023 after the close of Vista Outdoor’s fiscal year 2023. As a result, the expense recognized by Vista Outdoor for Vista Outdoor’s fiscal year 2024-2026 LTI PSU grants is not included in the Stock Awards column of the Summary Compensation Table for Vista Outdoor’s fiscal year 2023.

The aggregate grant date fair value of Vista Outdoor’s RSU and PSU awards in this column are computed in accordance with GAAP in the United States. The amounts in this column are determined in accordance with FASB ASC Topic 718, and for both RSU and PSU awards are calculated based on the number of RSUs and PSUs awarded multiplied by the closing price of Vista Outdoor’s common stock on the date the RSUs were granted.

(4) These amounts represent payment of annual incentive compensation earned with respect to fiscal years 2022 and 2023. The annual incentive compensation program and payments were based on achievement of performance goals approved by the Vista Outdoor MDCC following an evaluation of Vista Outdoor’s financial performance. For fiscal year 2023, these performance goals are described in further detail above under “—Compensation for Fiscal Year 2023—Annual Cash Incentive Compensation for Fiscal Year 2023” beginning on page 112 of this Information Statement. Annual cash incentive payments to the identified named executive officer for fiscal year 2023 were calculated as a function of each named executive officer’s approved base salary and annual cash incentive opportunity. Amounts in this column include amounts, if any, deferred at the direction of the executive officer pursuant to the Vista Outdoor 401(k) Plan.

(5) The table below shows the components of this column for fiscal year 2023, which include perquisites, and Vista Outdoor matching contributions to Vista Outdoor’s defined contribution plans. The amounts represent the amount paid or accrued by, or the incremental cost to, Vista Outdoor.

Name	Disability Insurance Premium		401(k) Plan Contributions		DC SERP Plan Contributions (a)		Other Perquisites (b)
Mark R. Kowalski	$	3,618	$	19,454	$	14,308	$	2,500

(a) Reflects contributions for the 2022 plan year, which ended December 31, 2022.

(b) Reflects the cost of non-profit matching contributions.

Grants of Plan-Based Awards Table

The following table summarizes the grants of equity and non-equity plan-based awards made by Vista Outdoor to our identified named executive officer during the fiscal year ended March 31, 2023. The non-equity awards were granted under the Vista Outdoor Executive Officer Incentive Plan, and the equity awards were granted under the Vista Outdoor 2020 Stock Incentive Plan.

			Estimated Future Payouts Under Non- Equity Incentive Plan Awards (2)						Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date (1)	Incentive Award	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Mark R. Kowalski		Annual (2)	$	32,000	$	128,000	$	256,000
	1/13/2023	Performance Share Units (4)							—	6,242	—				$	171,218
	1/13/2023	RSU (5)										2,080			$	57,054
	3/31/2023	RSU (6)										2,739			$	75,898

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(1) For RSU awards, the grant date is the date the Vista Outdoor MDCC met and approved the RSU awards included in this table. For PSU awards, the grant date is the date that the Vista Outdoor MDCC met and approved the performance conditions applicable to the awards.

(2) The amounts for each officer reflect the potential cash payout for the fiscal year 2023 annual incentive program if all performance measures are satisfied at the applicable level. The actual amount paid with respect to such plan appears in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. The material terms of the award are described above under “—Compensation for Fiscal Year 2023—Annual Cash Incentive Compensation for Fiscal Year 2023” beginning on page 112 of this Information Statement.

(3) This column shows the aggregate grant date fair value of RSU and PSU awards computed in accordance with GAAP in the United States. The amounts in this column are determined in accordance with FASB ASC Topic 718, and were calculated based on the number of RSUs and PSUs representing special retention awards multiplied by the closing price of Vista Outdoor’s common stock on the date the RSUs and PSUs were granted.

(4) The number of PSUs shown in this row represent the actual number of PSUs granted to our identified named executive officer as retention awards in connection with the Spin-Off. The PSUs may be paid out in fiscal year 2025 if the material terms of these awards are met as described above under “—Compensation for Fiscal Year 2023—Special Retention Awards Related to the Company’s Separation” beginning on page 115 of this Information Statement.

(5) The number of RSUs in these rows represent the actual number of RSUs granted to our identified named executive officer as retention awards in connection with the Spin-Off. The material terms of these awards are described above under “—Compensation for Fiscal Year 2023—Special Retention Awards Related to the Company’s Separation” beginning on page 115 of this Information Statement.

(6) The number of RSUs shown in this row represents the actual number of RSUs granted to our identified named executive officer on March 31, 2023. All RSUs shown in this row vest in three equal annual installments beginning on the first anniversary of the grant date.

Outstanding Equity Awards at Fiscal Year-End Table

The following table shows the unexercised stock options, unvested RSUs and unearned PSUs as of March 31, 2023 of Vista Outdoor by our identified named executive officer.

		Option Awards						Stock Awards
Name	Grant Date (1)	Number of Securities Underlying Unexercised Options (#) Exercisable (2)	Number of Securities Underlying Unexercised Options (#) Unexercisable (2)	Option Exercise Price ($)		Options Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(3)	Market Value of Shares or Units of Stock That Have Not Vested ($)(4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)((5)(6)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)
Mark R.  Kowalski	3/13/2018	3,508	—	$	16.06		3/13/2028	—	$	—	—	$	—
	3/8/2021	—	—	$	—		—	721	$	19,979	—	$	—
	4/1/2021	—	—	$	—		—	—	$	—	6,480	$	179,561
	3/8/2022	—	—	$	—		—	1,390	$	38,517	6,254	$	173,298
	1/13/2023	—	—	$	—		—	2,080	$	57,637	6,242	$	172,966
	3/31/2023	—	—	$	—		—	2,739	$	75,898	—	$	—

(1) For a better understanding of this table, we have included an additional column showing the grant dates of stock options, RSUs and PSUs.

(2) Stock options vest in three equal annual installments beginning on the first anniversary of the grant date.

(3) Includes RSU awards, which generally vest in three equal annual installments beginning on the first anniversary of the grant date, except that the Special Retention Awards granted to Mr. Kowalski on January 13, 2023 vest according to the schedule described above under “—Compensation for Fiscal Year 2023—Special Retention Awards Related to the Company’s Separation” beginning on page 115 of this Information Statement.

(4) The amounts in this column were calculated using a per share value of $27.71, the closing price of Vista Outdoor common stock as reported on the New York Stock Exchange on March 31, 2023, the last trading day of Vista Outdoor’s fiscal year.

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(5) The amounts shown reflect the payout of PSUs based on achievement at the maximum level of performance. The vesting and payout of any PSUs for the respective performance periods ending on March 31 will be determined after the corresponding fiscal year ending March 31, based on the actual achievement of specified performance goals.

(6) PSUs for the fiscal year 2022-2024 and fiscal year 2023-2025 performance period, granted April 1, 2021 and March 8, 2022, respectively, are subject to financial performance growth targets for Net Sales and EPS that were established by the Vista Outdoor MDCC. Special Retention Awards granted to Mr. Kowalski on January 13, 2023 vest according to the schedule described above under “—Compensation for Fiscal Year 2023—Special Retention Awards Related to the Company’s Separation” beginning on page 115 of this Information Statement.

Option Exercises and Stock Vested Table

The following table provides information for our identified named executive officer regarding the vesting of Vista Outdoor RSUs during the fiscal year ended March 31, 2023. No stock options were exercised during the fiscal year ended March 31, 2023 by our identified named executive officer.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting (1)
Mark R. Kowalski		6,800	$	190,591

(1) The value realized was determined by multiplying the number of vested shares by the closing market price of Vista Outdoor common stock on the date of vesting. If the vesting fell on a weekend or holiday, the closing market price of Vista Outdoor common stock on the business day preceding the vesting date was used to determine the value realized. The number of shares that vested for each of the officers is as follows:

Name	Vesting Date	Number of Shares
Mark R. Kowalski	3/10/2023	5,386
	3/8/2023	694
	3/8/2023	720

Vista Outdoor withheld shares of Vista Outdoor common stock from each officer having a value equal to the applicable tax withholding requirement.

Nonqualified Deferred Compensation Table

The following table provides information for our executive officers named in the Summary Compensation Table regarding contributions, earnings, distributions and year-end account balances with respect to the contributions to the DC SERP (see “—Summary Compensation Table” beginning on page 121 of this Information Statement).

Name	Executive Contributions in Last Fiscal Year		Registrant Contributions in Last Fiscal Year (1)		Aggregate Earnings in Last Fiscal Year (2)	Aggregate Withdrawals / Distributions in Last Fiscal Year		Aggregate Balance at Last Fiscal Year End  (3)
Mark R. Kowalski		—	$	14,308	$              (911)		—	$	48,979

(1) Reflects contributions for the 2022 plan year, which ended December 31, 2022.

(2) This column reflects earnings and losses (including interest, dividends, market or stock appreciation or depreciation). Since earnings are not “above market” or preferential, the earnings are not reported in the Summary Compensation Table (see “—Summary Compensation Table” beginning on page 121 of this Information Statement).

(3) The above amounts represent aggregate contributions made by the executive officer or Vista Outdoor for the benefit of the executive officer, plus earnings on such contributions, since the officer’s commencement of participation in the plan through the end of fiscal year 2023, including amounts accrued for the 2022 plan year, which ended December 31, 2022.

Defined Contribution Supplemental Executive Retirement Plan

Vista Outdoor maintains the DC SERP for the benefit of certain highly compensated employees of Vista Outdoor, including our identified named executive officer.

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Participation in the DC SERP is limited to employees who receive eligible compensation in excess of the IRS annual compensation limit and who make the maximum allowable before-tax or Roth 401(k) contributions to the Vista Outdoor 401(k) Plan.

For fiscal year 2023, an annual match allocation equal to a specified percentage of compensation in excess of the IRS compensation limit has been made by Vista Outdoor to a participant’s account if the participant has made the maximum allowable before-tax or Roth 401(k) contributions to the Vista Outdoor 401(k) Plan for the calendar year. For fiscal year 2023, this match allocation was equal to 6% of such compensation. Under the terms of the DC SERP, vesting for the match allocation under the DC SERP will occur following one year of vesting service. A participant will become fully vested upon death, attainment of age 65, total disability while employed by Vista Outdoor or upon a change in control. The DC SERP is an unfunded plan, meaning that participants’ accounts will be bookkeeping entries only and will not entitle them to ownership of any actual assets. Under the terms of the DC SERP, participants’ account balances will be credited with earnings and investment gains and losses by assuming that the allocations were hypothetically invested in one or more investment funds made available by Vista Outdoor from time to time under the DC SERP and those investments generally match the investment funds available under the 401(k) Plan.

Potential Payments Upon Termination or Change in Control

Vista Outdoor maintains the Income Security Plan, an Executive Severance Plan and certain other arrangements (collectively, the “Executive Officer Separation Arrangements”) that provide for benefits and payments to Vista Outdoor’s executive officers, including our identified named executive officers, upon termination of their employment with Vista Outdoor.

The benefits and payments that our identified named executive officer could receive under certain hypothetical termination scenarios are described in the narrative below and quantified in the table that follows. Vista Outdoor believes that these arrangements provide competitive benefits to senior executives and that they will help protect the interests of Vista Outdoor in the event of an acquisition.

In addition to the benefits and payments described below, the Vista Outdoor MDCC may review its executive officers’ separations on a case-by-case basis and exercise its business judgment to customize the terms of each such separation in consideration of all relevant circumstances, including:

• the reasons for the separation;

• market competitive practices for comparable separation scenarios;

• potential benefits to Vista Outdoor, such as retention of the executive officer’s services for a transition period, maintenance of Vista Outdoor’s positive reputation internally and externally, and preservation of its ability to recruit highly talented executives;

• the executive’s tenure and contributions to Vista Outdoor’s success; and

• the impact of the separation on Vista Outdoor and its stockholders.

In order for our identified named executive officer to qualify for the termination benefits provided by Vista Outdoor’s Income Security Plan, Executive Severance Plan and forms of equity award agreement in the scenarios described below, the identified named executive officer would be required to execute a general release of claims in favor of Vista Outdoor. To receive the post-termination benefits described below, our identified named executive officer would also be required to comply with customary non-competition and non-solicitation covenants for a period following termination specified in the relevant plan or agreement (typically one or two years), and to comply with general confidentiality and non-disparagement covenants.

Potential Payments Under Certain Termination Scenarios

Voluntary Termination and Termination for Cause

If the employment of our identified named executive officer is voluntarily terminated or terminated “for cause,” then no additional payments or benefits will accrue or be paid to the individual under the Executive Officer Separation Arrangements, other than what has been accrued and vested in the benefit plans discussed above under “—Summary Compensation Table” and “—Nonqualified Deferred Compensation Table” beginning on pages 121 and 124, respectively, of this Information Statement. A voluntary termination or involuntary termination for cause will not trigger an acceleration of the vesting of any stock options or other long-term incentive awards, and any such awards that had not already vested would be forfeited.

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Retirement

Under Vista Outdoor’s Executive Officer Incentive Plan, upon retirement of an identified named executive officer, the officer would be entitled to receive a prorated portion of any annual cash incentive award earned, payable at the end of the relevant performance period. The payment would be based on actual performance measured following the end of the performance period and would be prorated for the period of employment prior to termination, provided that the officer completed at least 90 days of employment in the performance period. On retirement, any outstanding unvested RSUs, options or PSUs held by an identified named executive officer would be forfeited.

Termination Without Cause

Under Vista Outdoor’s Executive Officer Incentive Plan, in the event that an identified named executive officer is terminated without cause, the officer would be entitled to receive a prorated portion of any annual cash incentive award actually earned, payable at the end of the relevant performance period. The payment would be based on actual performance measured following the end of the performance period and would be prorated for the period of employment prior to termination, provided that the officer completed at least 90 days of employment in the performance period.

If the employment of our identified named executive officer is terminated by Vista Outdoor without cause, the officer would be eligible under Vista Outdoor’s Executive Severance Plan for a lump sum payment equal to 12 months of base salary, plus an additional lump sum of $15,000 to defray health care costs. Vista Outdoor’s severance practices also provide for an estimated $5,000 of outplacement services for our identified named executive officer upon termination by Vista Outdoor without cause.

Vista Outdoor’s RSU award agreements provide that following an identified named executive officer’s termination without cause, the officer will receive accelerated vesting for any RSU award granted to the identified named executive officer by Vista Outdoor that would have vested within 12 months of the officer’s date of termination.

Vista Outdoor’s non-qualified stock option award agreements provide that following an identified named executive officer’s termination without cause, the officer will receive accelerated vesting for any stock options granted to the identified named executive officer by Vista Outdoor that would have vested within 12 months of the officer’s date of termination.

In addition, Vista Outdoor’s performance share award agreements provide that an identified named executive officer whose employment is terminated by Vista Outdoor without cause will receive a portion of the shares of common stock that would have been earned based on actual results following the end of the relevant performance period, prorated for the period of employment during the performance period and provided that the identified named executive officer was employed for at least 90 days during the performance period.

Any other outstanding unvested equity awards held by an identified named executive officer for which vesting does not accelerate as described above would be forfeited.

Termination Due to Disability

Under Vista Outdoor’s Executive Officer Incentive Plan, in the event that an identified named executive officer is terminated due to disability, the officer would be entitled to receive a prorated portion of any annual cash incentive award actually earned, payable at the end of the relevant performance period. The payment would be based on actual performance measured following the end of the performance period and would be prorated for the period of employment prior to termination, provided that the officer completed at least 90 days of employment in the performance period.

Vista Outdoor’s RSU award agreements provide that following an identified named executive officer’s termination due to disability, the officer will receive accelerated vesting for any RSU granted to the identified named executive officer by Vista Outdoor that would have vested within 12 months of the officer’s date of termination.

Vista Outdoor’s non-qualified stock option award agreements provide that following an identified named executive officer’s termination due to disability, the officer will receive accelerated vesting for any stock options granted to the identified named executive officer by Vista Outdoor that would have vested within 12 months of the officer’s date of termination.

In addition, Vista Outdoor’s performance share award agreements provide that an identified named executive officer whose employment is terminated due to disability will receive a portion of the shares of common stock that would have been earned based on actual results following the end of the relevant performance period, prorated for the period of employment during the performance period and provided that the identified named executive officer was employed for at least 90 days during the performance period.

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Any other outstanding unvested equity awards held by an identified named executive officer for which vesting does not accelerate as described above would be forfeited.

Termination Due to Death

If our identified named executive officer dies, the officer’s estate would be entitled to receive benefits and payments from Vista Outdoor similar to those outlined above under the section entitled “—Potential Payments Under Certain Termination Scenarios—Termination Due to Disability” beginning on page 126 of this Information Statement.

Potential Payments Upon Termination Following a Change in Control

Income Security Plan

Vista Outdoor’s Income Security Plan provides income security protection to certain executives of Vista Outdoor, including our identified named executive officer, in the event of a “qualifying termination” in connection with a “change in control” of Vista Outdoor, in each case as those terms are defined in the Income Security Plan. The Spin-Off will not constitute a change in control under Vista Outdoor’s Income Security Plan. Generally, a qualifying termination is an involuntary termination of employment without “cause” or a voluntary termination of employment for “good reason,” in each case, as those terms are defined in the Income Security Plan.

Participation in the Income Security Plan is limited to the following groups of individuals, with different levels of payments and benefits:

• Tier 1 Participants, consisting of Vista Outdoor’s officers subject to beneficial ownership reporting and other requirements under Section 16 of the Exchange Act, including our identified named executive officer; and

• Tier 2 Participants, consisting of any other Vista Outdoor employee designated by the Vista Outdoor MDCC to participate in the plan for the current fiscal year.

Under the terms of the Income Security Plan, in the event of a qualifying termination, generally within 24 months following and, in certain instances, within six months prior to, a change in control of Vista Outdoor, an identified named executive officer would receive:

• a lump sum cash payment in an amount equal to two times the sum of the executive officer’s then current annual base salary and then current target bonus opportunity;

• a pro-rata bonus for the year in which the qualifying termination occurs, paid out at target or actual performance depending on when such termination occurs;

• a lump sum cash payment equal to the amount the officer would have received under any long-term cash incentive plan, assuming target level performance;

• accelerated vesting of all outstanding unvested equity awards, with performance-vesting equity awards vesting at target level performance; and

• provided the officer timely elects coverage under COBRA upon termination, an amount equal to the excess, if any, of the cost of COBRA continuation coverage over the cost payable for health and dental benefits by active employees for a period of up to 18 months following such termination.

The Income Security Plan does not have a tax gross-up provision, and the plan automatically reduces the benefits provided to the maximum amount allowed under Section 280G of the Code in order to avoid the imposition of the excise tax provided by Section 4999 of the Code if such reduction would result in a participant receiving a greater amount than they would if they received the full amount of the benefit and paid all applicable excise and other taxes.

Potential Payments Upon Termination Table

The following table shows potential payments by Vista Outdoor to our identified named executive officer upon death, disability, layoff or termination of employment following a change in control of Vista Outdoor. The amounts shown assume that the termination was effective March 31, 2023, the last day of the fiscal year, and are estimates of the amounts that would be paid to the executive officers upon termination, in addition to the base salary, annual incentive and long-term incentive earned during fiscal year 2023 and any applicable retirement amounts payable to the executive officers under the 401(k) Plan

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and DC SERP. The actual amounts to be paid can only be determined at the actual time of an officer’s termination. No tax gross-ups are paid to the executive officers upon termination of employment.

	Mark R. Kowalski
Payments Upon Termination Without Cause
Cash Payment	$	320,000
Equity
Stock Options (1)		—
RSUs (2)	$	122,173
Performance Awards (3)	$	88,561
Health and Welfare Benefits (4)	$	15,000
Outplacement (5)	$	5,000
Total	$	550,734
Payments Upon Death or Disability
Cash Payment		—
Equity
Stock Options (1)		—
RSUs (2)	$	122,173
Performance Awards (3)	$	88,561
Health and Welfare Benefits (4)		—
Total	$	210,734
Payments Upon Termination following a Change in Control
Cash Payment	$	896,000
Equity
Stock Options (1)		—
RSUs (2)	$	192,030
Performance Awards (6)	$	463,228
Health and Welfare Benefits (7)	$	7,741
Total	$	1,558,999

(1) For fiscal year 2023 all options have vested.

(2) Values are determined by multiplying the number of RSUs eligible to vest upon a qualifying termination by $27.71, the closing market price of Vista Outdoor common stock as reported on the New York Stock Exchange on the last trading day of Vista Outdoor’s fiscal year, March 31, 2023.

(3) Values in this row reflect a pro-rata target level payout pursuant to PSUs for the fiscal year 2022-2024 and 2023-2025 performance periods. The value was determined by multiplying the number of PSUs by $27.21, the closing market price of the Vista Outdoor common stock as reported on the New York Stock Exchange on March 31, 2023, the last trading day of Vista Outdoor’s fiscal year.

(4) The Vista Outdoor Income Security Plan does not have tax gross-up provisions, and automatically reduces the benefits provided to the maximum amount allowed under Section 280G of the Code in order to avoid the imposition of the excise tax provided by Section 4999 of the Code if such reduction would result in the relevant officer receiving a greater amount than they would if they received the full amount of the benefit and paid all applicable excise and other taxes.

(5) Approximate value of six months of outplacement, which the executive officer can elect in the officer’s discretion.

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(6) Values in this row reflect PSUs for the fiscal year 2022-2024, 2023-2025, and 2024-2026 performance periods assuming payout at the target performance level. The value was determined by multiplying the number of PSUs by $27.71, the closing market price of Vista Outdoor common stock as reported on the New York Stock Exchange on March 31, 2023, the last trading day of Vista Outdoor’s fiscal year.

(7) For purposes of quantifying health and welfare benefits, amounts are equal to the excess of the cost of COBRA continuation coverage over the cost payable for health and dental benefits by active employees for a period of 18 months following termination.

Anticipated Compensation Programs

Overview

As described above, our MDCC will not be established until the Spin-Off and therefore has not established a specific set of objectives or principles for our compensation programs following the Spin-Off. The executive compensation programs in place at the time of the Spin-Off will be those established by Vista Outdoor on our behalf. Following the Spin-Off, our MDCC will review each of the elements of our compensation programs. We believe that the Spin-Off will enable us to offer our key employees compensation directly linked to the performance of our business, which we expect will enhance our ability to attract, retain and motivate qualified personnel and serve the interests of our stockholders.

Employment Agreement with Mr. Nyman

In connection with the appointment of Mr. Nyman to the position of Chief Executive Officer of Outdoor Products, Vista Outdoor entered into an employment agreement with Mr. Nyman on July 20, 2023 (the “Employment Agreement”) for a four-year term. In connection with the Spin-Off, Vista Outdoor will assign the Employment Agreement and all its obligations thereunder to Outdoor Products.

The Employment Agreement provides that Mr. Nyman will receive an annual base salary of $1,200,000, a target annual incentive equal to 100% of base salary (maximum 200%) under Vista Outdoor’s annual incentive plan, eligibility to receive annual equity awards with an aggregate grant date fair value of 400% of base salary, which will generally vest over three years from the grant date, subject to continued employment through such date, and in the case of performance-based awards, based on certain pre-established performance conditions satisfied over such period, and a sign-on grant (the “Sign-On Grant”) of RSUs with a grant date value of $3,000,000, which Sign-On Grant will vest on the third anniversary of the grant date, subject to continued employment through such date. Mr. Nyman’s equity awards are expected to be adjusted in connection with the Spin-Off as described in the section entitled “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 57 of this Information Statement.

In the event of a termination without Cause or a resignation for Good Reason (each, as defined in the Employment Agreement) prior to a Change in Control (as defined in the Employment Agreement) or more than 24 months following a Change in Control, Mr. Nyman would be entitled to receive: (1) continued base salary for 18 months, (2) a lump sum payment equal to one and one-half times Mr. Nyman’s annual target bonus opportunity, (3) health and dental benefits continuation for 18 months, (4) accelerated vesting of (x) any unvested RSUs that would have vested based on continued employment through the first anniversary of the date of termination and (y) the Sign-On Grant and (5) pro-rated vesting of performance-based equity awards, with applicable performance goals measured in accordance with the terms of the applicable award agreements. In the event such termination occurs within 24 months following a Change in Control, Mr. Nyman would instead receive (1) a lump sum payment equal to two times current base salary and annual target bonus opportunity, (2) health and dental benefits continuation for 18 months and (3) accelerated vesting of (x) any unvested RSUs (including the Sign-On Grant) and (y) any performance-based equity awards, with applicable performance goals deemed achieved at target level of performance. In the event of Mr. Nyman’s death or disability, Mr. Nyman would be entitled to receive a pro-rated annual bonus based on actual performance, pro-rated vesting of RSUs, full accelerated vesting of the Sign-On Grant and pro-rated vesting of performance-based equity awards, with applicable performance goals measured in accordance with the terms of the applicable award agreements. In the event the Employment Agreement is not extended at the end of the four-year term on mutually agreed terms, Mr. Nyman would be entitled to receive continued base salary and benefits continuation, in each case, for 18 months.

The Employment Agreement provides that Mr. Nyman is subject to restrictions on competing with Vista Outdoor and soliciting employees, contractors or business of Vista Outdoor, in each case, for a period of 12 months following his termination of employment for any reason.

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The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement filed as an exhibit to the Registration Statement of which this Information Statement is a part.

Outdoor Products Stock Incentive Plan

In connection with the Spin-Off, Vista Outdoor intends to establish a long-term incentive plan on our behalf, which we refer to as the Outdoor Products Stock Incentive Plan (the “Outdoor Products SIP”). The following summary describes the material terms of the Outdoor Products SIP and is qualified in its entirety by reference to the Outdoor Products SIP, a form of which is filed as an exhibit to the Registration Statement of which this Information Statement is a part. Capitalized terms used but not defined in this section have the meanings assigned thereto in the Outdoor Products SIP.

Administration

The Outdoor Products SIP will be administered by our MDCC or any successor committee of our Board that may be delegated authority in the future (which we refer to for purposes of this discussion as the “Committee”). Each member of the Committee must be a “non-employee director” as defined in Rule 16b-3 under the Exchange Act, and an independent director under the rules of any stock exchange on which our common stock may be listed and under any other applicable regulatory requirements.

Subject to the express provisions of the Outdoor Products SIP and to applicable law, the Committee has full power and authority to: (i) designate Eligible Persons as participants in the Outdoor Products SIP; (ii) determine the type or types of awards to be granted to each participant in the Outdoor Products SIP; (iii) determine the number of shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each award; (iv) determine the terms and conditions of any award or award agreement; (v) amend the terms and conditions of any award or award agreement, provided, however, that the Committee may not reprice, adjust or amend the exercise price of options or the grant price of stock appreciation rights or purchase rights previously awarded to any participant, whether through amendment, cancellation and replacement grant, exchange for cash or any other awards, or any other means; (vi) accelerate the exercisability of any award or the lapse of restrictions relating to any award; (vii) determine whether, to what extent and under what circumstances awards may be exercised in cash, shares, other securities, other awards or other property, or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances cash, shares, other securities, other awards, other property and other amounts payable to a participant with respect to an award under the Outdoor Products SIP may be deferred either automatically or at the election of the holder of the award or the Committee; (ix) interpret and administer the Outdoor Products SIP and any instrument or agreement, including any award agreement, relating to the Outdoor Products SIP; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as the Committee deems appropriate for the proper administration of the Outdoor Products SIP; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Outdoor Products SIP. Unless otherwise expressly provided in the Outdoor Products SIP, all designations, determinations, interpretations and other decisions under or with respect to the Outdoor Products SIP or any award or award agreement will be within the sole discretion of the Committee, may be made at any time and will be final, conclusive and binding upon any participant in the Outdoor Products SIP, any holder or beneficiary of any award or award agreement, and any of our or our affiliates’ employees.

Eligible Participants

Any employee, officer, consultant or non-employee director of Outdoor Products or any of its affiliates whom the Committee determines to be eligible will be eligible to participate in the Outdoor Products SIP.

Shares Available for Awards

Subject to adjustments and automatic increases as described in the Outdoor Products SIP, the maximum aggregate number of shares of our common stock for which awards may be issued under the Outdoor Products SIP is limited to [            ]. Subject to adjustments as described in the Outdoor Products SIP, the number of shares of our common stock available for issuance will be increased on the first day of each fiscal year beginning with (and including) April 1, 2024, and ending with (and including) April 1, 2033, in an amount equal to the lesser of (i) 5% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (ii) such number of shares of our common stock as determined by the Committee.

Shares of our common stock to be issued under awards under the Outdoor Products SIP that terminate, lapse or are canceled or forfeited will be available again for grant under the Outdoor Products SIP. In addition, if stock appreciation rights are settled in shares upon exercise, the gross number of shares subject to the award (rather than the net number of

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shares issued upon exercise) will be counted against the number of shares authorized under the Outdoor Products SIP. Shares purchased on the open market with the cash proceeds from the exercise of stock options will not be added back to the number of shares authorized for issuance under the Outdoor Products SIP and will not be available for grant under the Outdoor Products SIP. Notwithstanding the foregoing, any award or portion of an award that, in accordance with the terms of the applicable award agreement, is payable only in cash or is actually settled in cash will not be counted against the number of shares authorized under the Outdoor Products SIP.

Adjustments

In the event that an equity restructuring, defined as a nonreciprocal transaction between us and our stockholders that causes the per-share fair value of the shares underlying an option or similar award to change (e.g., stock dividend, stock split, spin-off, extraordinary cash dividend, etc.), has occurred, the Committee will make an equitable adjustment to (i) the number and type of shares (or other securities) that thereafter may be made the subject of awards, (ii) the number and type of shares (or other securities) subject to outstanding awards, (iii) the purchase or exercise price with respect to any award and (iv) the vesting conditions (including performance goals). If the Committee determines that an event other than an equity restructuring affects the shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Outdoor Products SIP, the Committee will also make similar adjustments as described above, provide for a cash payment to the holder of an outstanding award in consideration for the cancellation of such award, cancel and terminate any option or stock appreciation right having a per-share exercise price equal or greater than the fair market value of a share of our common stock subject to such award without any payment or consideration therefor or, in the case of an outstanding stock option or stock appreciation right, establish a date upon which such award will expire unless exercised prior thereof. It is intended that any adjustments will be done in a manner consistent with Section 409A of the Code and (where applicable) Section 424 of the Code.

Award Limitations under the Outdoor Products SIP

The Outdoor Products SIP includes the following limitations on awards that may be granted under the Outdoor Products SIP: (i) the maximum amount of cash compensation and equity awards granted to any non-employee director in any fiscal year will not exceed $500,000; and (ii) the number of shares of our common stock that may be granted in the form of incentive stock options under the Outdoor Products SIP may not exceed [    ], subject to adjustment and subject to the provisions of Section 422 or Section 424 of the Code or any successor provision.

Awards that May Be Issued under the Outdoor Products SIP

The Committee may grant stock options, stock appreciation rights, restricted stock and restricted stock units, dividend equivalents, performance awards, stock awards and other-stock based awards under the Outdoor Products SIP. Awards may be granted for no cash consideration or for any cash or other consideration as determined by the Committee or required by applicable law. Awards may be granted either alone or in tandem with or in substitution for any other award, except that incentive stock options may not be granted in tandem with nonqualified stock options. The term of each award will be for a period not longer than 10 years from the date of grant.

Stock Options

The Committee will determine the purchase price per share purchasable under any stock option granted under the Outdoor Products SIP, which may not be less than 100% of the fair market value of a share on the date of grant of such stock option; provided, however, that the Committee may designate a per share exercise price below fair market value on the date of grant if the option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with us or any of our affiliates. Stock options granted under the Outdoor Products SIP may either be incentive stock options or nonqualified stock options. The term of each option will be fixed by the Committee but will not be longer than 10 years from the date of grant. The Committee will also determine the time or times at which an option may be exercised in whole or in part and the method or methods by which and the form or forms in which, payment of the exercise price may be made.

Stock Appreciation Rights

A stock appreciation right granted under the Outdoor Products SIP will confer on the holder thereof a right to receive upon exercise the excess of (i) the fair market value of one share on the date of exercise over (ii) the grant price of the stock appreciation right as specified by the Committee, which price will not be less than 100% of the fair market value of one share on the date of grant of the stock appreciation right; provided, however, that the Committee may designate a per share exercise price below fair market value on the date of grant if the stock appreciation right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with us or any of our affiliates. No stock appreciation right will become exercisable later than 10 years from the date of grant.

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Restricted Stock and Restricted Stock Units

Shares of restricted stock and restricted stock units will be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a share of restricted stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate, provided that in no event will any dividends or dividend equivalents be paid until the vesting of the restricted stock or restricted stock units. The minimum vesting period of any such awards will be one year from the date of grant, although the Committee may permit acceleration of vesting of such awards, including in the event of a participant’s death, disability, retirement, separation from service or change in control. In the case of restricted stock units, no shares will be issued at the time such awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to restricted stock units evidencing the right to receive shares, such shares will be issued and delivered to the holder of the restricted stock units.

Dividend Equivalents

The Committee may grant dividend equivalents under which the participant will be entitled to receive payments (in cash, shares, other securities, other awards or other property as determined in the discretion of the Committee) equivalent to the amount of any cash dividends paid by Outdoor Products to holders of shares with respect to a number of shares determined by the Committee, provided that no dividend equivalents will be paid until the vesting of the underlying award. In no event will dividend equivalents be granted with respect to stock options, stock appreciation rights or other purchase rights.

Performance Awards

Performance awards granted under the Outdoor Products SIP will be denominated in shares that may be settled in shares (including, without limitation, restricted stock or restricted stock units) or cash. The Committee may also grant performance awards denominated in cash that may be settled or payable in cash or equivalent shares (including, without limitation, restricted stock or restricted stock units). Performance awards will be conditioned on the achievement of one or more performance goals.

Other Stock-Based Awards

The Committee may grant such other awards, including stock awards, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares (including, without limitation, securities convertible into shares), as are deemed by the Committee to be consistent with the purpose of the Outdoor Products SIP. Any shares or securities delivered pursuant to a purchase right will be purchased for consideration having a value equal to at least 100% of the fair market value of such shares or other securities on the date the purchase right is granted.

Limits on Transfer

No award and no rights under any such award will be transferable by a participant other than (i) by will or by the laws of descent and distribution or (ii) by transfer of an award back to us, including a transfer of an award (but not any stock options, stock appreciation rights, purchase rights or restricted stock) to Outdoor Products in connection with a deferral election under a deferred compensation plan of Outdoor Products. Awards will be exercisable during the participant’s lifetime only by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative. No award or right under any such award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance will be void and unenforceable against us or any of our affiliates.

Minimum Vesting Requirements

The Outdoor Products SIP provides that awards granted under the plan (other than cash-based awards) may vest no earlier than the first anniversary of the grant date, subject to certain exceptions set forth in the plan relating to (i) awards granted in assumption of, or substitute for, outstanding awards previously granted by a company acquired by us or any of its affiliates or with which we combine, (ii) shares of common stock delivered in lieu of fully vested cash obligations, (iii) awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders and (iv) additional awards granted by the Committee up to a maximum of five percent of the available share reserve authorized for issuance under the plan. The foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, separation from service, death, disability or a Change in Control, in the terms of the award agreement or otherwise.

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Clawback and Recoupment

Awards are subject to forfeiture and recoupment pursuant to our clawback and recoupment policies, and are subject to our share trading and other policies. We may require a Participant to forfeit, return or reimburse all or a portion of an Award and any amounts paid pursuant to the terms of such clawback or recoupment policies or as necessary or appropriate to comply with applicable laws, including Rule 10D-1 of the Exchange Act and the applicable New York Stock Exchange Listing Standards implementing such rule.

Change in Control

Unless the award agreement otherwise provides, upon the occurrence of a Change in Control (as defined in the Outdoor Products SIP or applicable award agreement) prior to the end of the applicable vesting period of an Award, any such Award will remain outstanding and will continue to be subject to the vesting and other restrictions in accordance with its terms, without regard to the occurrence of such Change in Control. However, if the continuing or surviving company following such Change in Control does not assume or substitute an outstanding Award for a substantially equivalent award (including, without limitation, with respect to vesting schedule and intrinsic value as of the Change in Control), as determined by the Committee, the restrictions with respect to any outstanding unvested Award shall vest immediately prior to such Change in Control. In addition, if during the two-year period following a Change in Control, a participant’s employment is terminated by us without “Cause” or the participant, who is an executive officer or a participant in the Outdoor Products Income Security Plan (described below), in either case, as designated by our Board, terminates employment for “Good Reason”, as each are defined in the Outdoor Products SIP, then the restrictions with respect to any outstanding Award shall, subject to any conditions provided in the Award Agreement, lapse upon such termination of employment. Participants who are also participants in the Outdoor Products Income Security Plan or who are parties to an employment agreement may have award terms governed by such plan or agreements.

For Awards that constitute non-qualified deferred compensation within the meaning of Section 409A of the Code, a Change in Control shall not constitute a settlement or distribution event with respect to such Award or an event that otherwise changes the timing of settlement or distribution of such Award, unless the Change in Control also constitutes a “change in ownership” of Outdoor Products, a “change in effective control” of Outdoor Products or a “change in the ownership of a substantial portion of the assets” of Outdoor Products, in each case, as defined under Section 409A of the Code, although the Change in Control may result in the accelerated vesting of such Award.

Amendments to and Termination of the Outdoor Products SIP

Our Board may amend, alter, suspend, discontinue or terminate the Outdoor Products SIP but no such action may materially adversely affect the rights of the holder of an outstanding Award without the consent of the participant; provided, further, that, notwithstanding any other provision of the Outdoor Products SIP or any award agreement, prior approval of the stockholders will be required for any amendment to the Outdoor Products SIP that (i) requires stockholder approval under any rules or regulations of the principal securities exchange on which shares of our common stock are traded, any other securities exchange or the Financial Industry Regulatory Authority, Inc. that are applicable to us; (ii) increases the number of shares authorized under the Outdoor Products SIP; (iii) permits repricing, cancellation and replacement, or exchange of stock options, stock appreciation rights or purchase rights that are prohibited under the Outdoor Products SIP; or (iv) permits the award of stock options, stock appreciation rights or purchase rights at a price less than 100% of the fair market value of a share on the date of grant of such stock option, stock appreciation right or purchase right.

Subject to the provisions of the Outdoor Products SIP, the Committee may waive any conditions or rights of Outdoor Products under any outstanding award, prospectively or retroactively, and may amend, alter, suspend, discontinue or terminate any outstanding award, prospectively or retroactively, but no such action may materially adversely affect the rights of the holder of such award without the consent of the participant or holder or beneficiary thereof.

The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Outdoor Products SIP or in any award or award agreement in the manner and to the extent it deems desirable to implement or maintain the effectiveness of the Outdoor Products SIP.

Outdoor Products Employee Stock Purchase Plan

In connection with the Spin-Off, Vista Outdoor intends to establish an employee stock purchase plan on our behalf, which we refer to as the Outdoor Products Employee Stock Purchase Plan (the “Outdoor Products ESPP”). The following summary discusses what we anticipate to be the material terms of the Outdoor Products ESPP and is qualified in its entirety by reference to the Outdoor Products ESPP, a form of which is filed as an exhibit to the Registration Statement of which this Information Statement is a part. Capitalized terms used but not defined in this section have the meanings assigned thereto in the Outdoor Products ESPP.

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Purpose

The Outdoor Products ESPP will provide our employees with the opportunity to purchase shares through accumulated payroll deductions at a discount from the market price, thereby providing employees with the ability to acquire an equity interest in the Company.

Administration

The Outdoor Products ESPP will be administered by our MDCC. In its capacity as the administrator of the Outdoor Products ESPP, our MDCC will have full authority to adopt administrative rules and procedures and to interpret the provisions of the Outdoor Products ESPP.

Shares Subject to the Outdoor Products ESPP

The aggregate number of shares reserved for issuance under the Outdoor Products ESPP will be the sum of (i) [            ] and (ii) an annual increase on the first day of each fiscal year beginning on April 1, 2024 and ending with (and including) April 1, 2033. Such annual increase will be equal to the lesser of (a) 5% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (b) such number of shares determined by our MDCC. No more than [            ] shares of our common stock outstanding immediately after the closing of the Spin-Off may be issued under the Outdoor Products ESPP.

Eligibility

An employee of the Company (or of any designated subsidiary) is eligible to participate in the Outdoor Products ESPP if the employee (a) has been employed by the Company (or a designated subsidiary) for at least one year and (b) the employee’s customary employment is for at least twenty (20) hours per week. Employees of non-United States subsidiaries are excluded from participation in the Outdoor Products ESPP, subject to certain limitations.

Participation and Limitations

The Outdoor Products ESPP permits eligible employees (each a “Participant”) to elect to set aside an amount, through payroll deductions, to purchase our common stock. Generally, payroll deductions will be accumulated during three-month periods (“Offering Periods”) beginning on the first day in January, April, July and October and ending on the last trading day in March, June, September, and December, respectively. At the end of each Offering Period, all funds accumulated in a Participant’s account will be used to purchase shares of our common stock at a purchase price equal to 95 percent of the fair market value of our common stock on the last trading day of such Offering Period.

No employee may purchase under the Outdoor Products ESPP, together with any other employee stock purchase plans, shares of our common stock having an aggregate fair market value in excess of $25,000 in any calendar year, determined as required by Section 423 of the Code. From time to time, the Company is permitted to set lower limits during an Offering Period.

Participants are also prohibited from purchasing our common stock on any Investment Date to the extent that, after such purchase, the Participant would own (or be considered as owning within the meaning of Section 424(d) of the Code) stock (including options) possessing 5% or more of the total combined voting power of the Company.

Withdrawal

Participants may withdraw their participation in the Outdoor Products ESPP during any Offering Period as long as notice is received more than 15 days prior to the end of an Offering Period. A Participant’s election to withdraw from an Offering Period will not have any effect on his or her eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws as long as the Participant remains eligible to participate in the Outdoor Products ESPP.

Changes in Capitalization

In the event of a stock dividend, spin-off, stock split or combination of shares, recapitalization or merger in which the Company is the surviving corporation or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to stockholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), our MDCC will appropriately adjust the number and kind of shares of stock or securities of the Company to be subject to the Outdoor Products ESPP, the maximum number of shares or securities which may be delivered under the Outdoor Products ESPP, the selling price and other relevant provisions.

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If the Company is a party to a consolidation or a merger in which the Company is not the surviving corporation, a transaction that results in the acquisition of substantially all of the Company’s outstanding stock by a single person or entity, or a sale or transfer of substantially all of the Company’s assets, our MDCC may take such actions with respect to the Outdoor Products ESPP as our MDCC deems appropriate.

Termination of Employment

If a Participant’s employment is terminated for any reason, he or she is no longer eligible to participate in the Outdoor Products ESPP. Any payroll deductions that the Participant made for the Offering Period in which his or her employment ends will be refunded and will not be used to purchase shares of our common stock.

Assignability

No rights under the Outdoor Products ESPP will be assignable or transferable by the Participant, except by will or the laws of inheritance following a Participant’s death.

Amendment and Termination

Our MDCC may at any time amend the Outdoor Products ESPP other than to increase the total number of shares of common stock available for issuance under the Outdoor Products ESPP (unless the increase only reflects a change in capitalization such as a stock dividend or stock split), which will require stockholder approval. Any amendment will be subject to stockholder approval if required by federal or state law or the rules of the New York Stock Exchange or to satisfy the requirements of Section 423 of the Code. Our Board may terminate the Outdoor Products ESPP at any time.

Outdoor Products Severance Plans

In connection with the Spin-Off, we intend to establish two severance plans, which we refer to as the Outdoor Products Income Security Plan (the “Outdoor Products ISP”) and the Outdoor Products Executive Severance Plan (the “Outdoor Products ESP”). The following summary describes what we anticipate to be the material terms of each of the Outdoor Products ISP and Outdoor Products ESP and is qualified in its entirety by reference to the Outdoor Products ISP and Outdoor Products ESP, respectively, a form of each of which is filed as an exhibit to the Registration Statement of which this Information Statement is a part. Capitalized terms used but not defined in this section have the meanings ascribed thereto in the Outdoor Products ISP or the Outdoor Products ESP, as applicable.

Outdoor Products Income Security Plan

The Outdoor Products ISP provides for severance payments under certain circumstances following a Change in Control of Outdoor Products. We believe this plan will help ensure that our officers will remain focused on the best interests of our stockholders during periods of uncertainty regarding the officers’ future employment prospects.

Payments under the Outdoor Products ISP are not triggered solely by a Change in Control, but rather by termination of employment (that meets certain conditions specified in the plan, generally a termination of employment without Cause or a voluntary termination with Good Reason) following a Change in Control.

Participants in the Outdoor Products ISP include our Section 16 Officers and key employees recommended by our Chief Executive Officer to be eligible, unless such persons are otherwise party to an individual agreement providing for severance benefits as a result of a termination in connection with a change in control.

Under the terms of the Outdoor Products ISP, in the event of a qualifying termination, generally within 24 months following and, in certain instances, within six months prior to, a Change in Control of Outdoor Products, participants would receive:

• a lump sum cash payment in an amount equal to two times the sum of the participant’s then current annual base salary and then current target bonus opportunity;

• a pro-rata bonus for the year in which the qualifying termination occurs, paid out at target or actual performance depending on when such termination occurs;

• a lump sum cash payment equal to the amount the officer would have received under any long-term cash incentive plan, assuming target level performance;

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• accelerated vesting of all outstanding unvested equity awards, with performance-vesting equity awards vesting at target level performance; and

• provided the officer timely elects coverage under COBRA upon termination, an amount equal to the excess, if any, of the cost of COBRA continuation coverage over the cost payable for health and dental benefits by active employees for a period of up to 18 months following such termination.

In order for eligible participants to qualify for the termination benefits provided by the Outdoor Products ISP, the relevant participant would be required to execute a general release of claims in favor of Outdoor Products.

The Outdoor Products ISP does not have a tax gross-up provision, and the plan automatically reduces the benefits provided to the maximum amount allowed under Section 280G of the Code in order to avoid the imposition of the excise tax provided by Section 4999 of the Code if such reduction would result in a participant receiving a greater amount than they would if they received the full amount of the benefit and paid all applicable excise and other taxes.

Outdoor Products Executive Severance Plan

The Outdoor Products ESP provides benefits and payments to eligible employees in the event of a termination of employment by us without Cause.

Eligible participants in the Outdoor Products ESP include our Section 16 Officers and any employee with seniority greater than or equal to that of Vice President who reports directly to our Chief Executive Officer in any given year, unless such persons are otherwise party to an individual agreement providing for severance benefits in connection with an involuntary termination for convenience or due to a layoff or reduction in workforce.

In the event of a qualifying termination of employment, eligible participants generally would be eligible to receive a lump sum payment equal to 12 months of base salary, plus an additional lump sum of $15,000 to defray health care costs.

In order for eligible participants to qualify for the termination benefits provided by the Outdoor Products ESP, the relevant participant would be required to execute a general release of claims in favor of Outdoor Products.

Reconciliation of Certain Non-GAAP Financial Measures

The AEBIT and adjusted free cash flow results presented below and in this Information Statement in connection with the discussion of Vista Outdoor’s fiscal year 2023 annual incentive plan achievement are non-GAAP financial measures.

Vista Outdoor defined fiscal year 2023 AEBIT for Vista Outdoor’s annual and long-term incentive plan purposes as operating income plus other income, net excluding, where applicable, the results of Vista Outdoor’s Fox Racing and Simms Fishing business units, which were acquired by Vista Outdoor in fiscal year 2023 and the adjustment factors approved by the Vista Outdoor MDCC. For comparison, a calculation of Vista Outdoor fiscal year 2022 AEBIT, prepared using the same adjustments, as well as adjustments to exclude results from Vista Outdoor’s QuietKat, Venor, Foresight Sports, Fiber Energy Products and Stone Glacier business units, which were acquired by Vista Outdoor in fiscal year 2022, has also been presented. Vista Outdoor defined fiscal year 2023 adjusted free cash flow as cash provided from operations less capital expenditures, subject to the same adjustment factors approved by the Vista Outdoor MDCC for purposes of calculating Vista Outdoor fiscal year 2023 AEBIT, where applicable. For comparison, a calculation of Vista Outdoor fiscal year 2022 adjusted free cash flow, prepared using the same adjustment factors approved by the Vista Outdoor MDCC for the purposes of calculating the Vista Outdoor fiscal year 2022 AEBIT, has also been presented.

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We are presenting these measures because they are used by the Vista Outdoor MDCC to measure performance under the Vista Outdoor annual incentive plan as applicable to our identified named executive officer. Vista Outdoor’s definition may differ from those used by other companies.

		FY 2022 Vista Outdoor					FY 2023 Vista Outdoor
		EBIT(*)			Free Cash Flow(*)		EBIT(*)			Free Cash Flow
GAAP Reported Results	$	647.4		$	288.7	$	110.0		$	447.4
(i) charges for extraordinary items and other unusual or non-recurring items of loss or gain									$	(44.3	)
(ii) asset impairments	$	—		$	—	$	374.4		$	—
(iii) litigation or claim judgments or settlements	$	—		$	—	$	—		$	—
(iv) changes in the Internal Revenue Code or tax rates	$	—		$	—	$	—
(v) changes in accounting principles	$	—		$	—	$	—		$	—
(vi) changes in other laws, regulations or other provisions affecting reported results	$	—		$	—	$	—		$	—
(vii) charges relating to restructurings, discontinued operations, severance and contract termination and other costs incurred in rationalizing certain business activities	$	—		$	—	$	45.4		$	31.0
(viii) gains or losses from the acquisition or disposition of businesses or assets or from the early extinguishment of debt	$	(1.4	)	$	36.7	$	(6.7	)	$	12.4
(ix) foreign currency exchange gains or losses	$	—		$	—	$	—		$	—
(x) adjustments for divested business units
(xi) changes as a result of Coronavirus
Total Adjustments	$	(1.4	)	$	36.7	$	413.0		$	(0.9	)
Pro Forma Adjusted Results for Incentive Plan Purposes	$	646.0		$	325.4	$	523.1		$	446.5

*Reported EBIT is defined as operating income plus other income, net.

**Reported Free Cash Flow is defined as GAAP cash provided from operations less capital expenditures.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this Information Statement, Vista Outdoor beneficially owns all the outstanding shares of our common stock. After the Spin-Off, Vista Outdoor will not own any shares of our common stock.

The following tables provide information regarding the anticipated beneficial ownership of our common stock at the time of the Distribution. Except as otherwise noted below, we based the share amounts on each person’s beneficial ownership of Vista Outdoor common stock on June 25, 2023, giving effect to a distribution ratio pursuant to which, for every one share of Vista Outdoor common stock he, she or it held, one share of our common stock will be distributed. Immediately following the Spin-Off, we estimate that 57,997,650 shares of our common stock will be issued and outstanding, based on the approximately 57,997,650 shares of Vista Outdoor shares of common stock outstanding as of June 25, 2023. The actual number of shares of our common stock outstanding following the Spin-Off will be determined on [                    ], 202[    ], which we refer to as the “Record Date.”

To the extent our directors and executive officers own Vista Outdoor common stock at the Record Date of the Spin-Off, they will participate in the Distribution on the same terms as other holders of Vista Outdoor common stock.

Share Ownership Information for Directors and Officers

The following table shows the number of shares of Outdoor Products common stock expected to be beneficially owned by (i) each of our directors and executive officers immediately following the Spin-Off and (ii) all of our directors and executive officers as a group immediately following the Spin-Off, in each case based on the assumptions set forth above. Except as otherwise noted in the footnotes below, each person or entity identified in the table has sole voting and investment power with respect to the securities he, she or it holds.

Directors and Executive Officers	Common Stock		Stock that may be Acquired Within 60 Days (1)		Total Beneficial Ownership (2)		Percent of Shares Outstanding
Gerard Gibbons		—		6,132		6,132		*
Mark R. Kowalski		62,097		3,508		65,605		*
Gary L. McArthur		45,215		16,179		61,394		*
Eric Nyman		—		—		—		*
Michael D. Robinson		21,430		8,495		29,925		*
Lynn M. Utter		18,203		14,259		32,462		*
All directors and executive officers as a group (6 persons)		146,945		48,573		195,518		*

* Less than 1%

(1) This column relates to Vista Outdoor stock options and Vista Outdoor RSUs held by the specified individuals that, as of June 25, 2023, (i) in the case of stock options, were exercisable within 60 days thereafter and (ii) in the case of RSUs, vested or were scheduled to vest within 60 days thereafter. The column reflects the shares of our common stock that the individual would receive in the Spin-Off if he or she were to exercise his or her Vista Outdoor stock options and all of his or her Vista Outdoor RSUs were to settle, in each case, prior to the Record Date for the Distribution. Such shares are deemed to be beneficially owned by these individuals in accordance with Rule 13d-3 of the Exchange Act. However, the Vista Outdoor stock options and Vista Outdoor RSUs will not actually participate in the Distribution. Instead, the Vista Outdoor stock options and Vista Outdoor RSUs are expected to be adjusted in connection with the Spin-Off as described in the section “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 57 of this Information Statement.

(2) Excludes Vista Outdoor RSUs and Vista Outdoor deferred stock units without voting rights under the Vista Outdoor 2014 Stock Incentive Plan and the Vista Outdoor 2020 Stock Incentive Plan that, as of June 25, 2023, were not scheduled to vest within 60 days thereafter.

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Certain Beneficial Owners

The following table shows all holders known to Outdoor Products that are expected to be beneficial owners of more than 5 percent of the outstanding shares of Outdoor Products common stock immediately following the completion of the Distribution based on the assumptions set forth above.

Name and Address	Amount and Nature of Beneficial Ownership			Percentage of Class
BlackRock, Inc. 55 East 52nd Street New York, New York 10055		9,059,991	(a)		16.0	%
Gates Capital Management, L.P. 1177 Avenue of the Americas, 46th Floor New York, New York 10036		5,409,891	(b)		9.6	%
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355		5,057,716	(c)		8.9	%
Dimensional Fund Advisors LP Building One, 6300 Bee Cave Road Austin, Texas, 78746		3,409,258	(d)		6.0	%
		22,936,856			40.5	%

(a) Based on a Schedule 13G/A filed with the Securities and Exchange Commission on January 24, 2023, reporting beneficial ownership of Vista Outdoor common stock as of December 31, 2022. Based on the information contained in such Schedule 13G/A, it is anticipated that BlackRock, Inc., a parent holding company, will have sole voting power with respect to 8,967,078 shares of our common stock and sole dispositive power with respect to 9,059,991 shares of our common stock.

(b) Based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2023, reporting beneficial ownership of Vista Outdoor common stock as of December 31, 2022. Based on the information contained in such Schedule 13G/A, it is anticipated that Gates Capital Management, L.P., a registered investment adviser, Gates Capital Management GP, LLC, Gates Capital Management, Inc. and Jeffrey L. Gates, collectively, will have shared voting power with respect to 5,409,891 shares of our common stock and shared dispositive power with respect to 5,409,891 shares of our common stock.

(c) Based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2023, reporting beneficial ownership of Vista Outdoor common stock as of December 31, 2022. Based on the information contained in such Schedule 13G/A, it is anticipated that The Vanguard Group, a registered investment adviser, will have sole voting power with respect to zero shares of our common stock, shared voting power with respect to 37,998 shares of our common stock, sole dispositive power with respect to 4,968,818 shares of our common stock and shared dispositive power with respect to 88,898 shares of our common stock.

(d) Based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2023, reporting beneficial ownership of Vista Outdoor common stock as of December 31, 2022. Based on the information contained in such Schedule 13G/A, it is anticipated that Dimensional Fund Advisors LP (“Dimensional”), a registered investment adviser, will have sole voting power with respect to 3,342,080 shares of our common stock and sole dispositive power with respect to 3,409,258 shares of our common stock. Dimensional disclaims beneficial ownership of these securities.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Agreements with Vista Outdoor

Following the Spin-Off, we and Vista Outdoor will operate independently, and neither will have any ownership interest in the other. In order to govern the ongoing relationships between us and Vista Outdoor after the Spin-Off and to facilitate an orderly transition, we intend to enter into a series of agreements with Vista Outdoor to effect the Spin-Off, to provide a framework for the relationship between Outdoor Products and Vista Outdoor after the separation and to provide for various services and rights and obligations following the Spin-Off, in each case, pursuant to which we and Vista Outdoor will agree to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we expect to enter into with Vista Outdoor. The summaries of these agreements are qualified in their entirety by reference to the full text of the applicable agreements, which are included as exhibits to our Registration Statement on Form 10 of which this Information Statement is a part.

Separation and Distribution Agreement

We intend to enter into a Separation and Distribution Agreement with Vista Outdoor before the Distribution. The Separation and Distribution Agreement will set forth our agreements with Vista Outdoor regarding the principal actions to be taken in connection with the Spin-Off. It will also set forth other agreements that govern aspects of our relationship with Vista Outdoor following the Spin-Off.

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement will identify certain transfers of assets and assumptions of liabilities that are necessary in advance of our separation from Vista Outdoor so that we and Vista Outdoor retain the assets of, and the liabilities associated with, our respective businesses. The Separation and Distribution Agreement will also provide for the settlement or extinguishment of certain liabilities and other obligations between us and Vista Outdoor. In particular, the Separation and Distribution Agreement will generally provide that:

• all of the assets of the Outdoor Products Business not already owned by us and owned by Vista Outdoor prior to the Distribution will be transferred to us;

• all of the assets of the businesses and operations conducted by Vista Outdoor, other than the Outdoor Products Business, not already owned by Vista Outdoor and owned by us prior to the Distribution will be transferred to Vista Outdoor;

• all of the liabilities (whether accrued, contingent or otherwise) of the Outdoor Products Business that are obligations of Vista Outdoor prior to the Distribution will be assumed by us;

• all of the liabilities (whether accrued, contingent or otherwise) of the business and operations conducted by Vista Outdoor, other than the Outdoor Products Business, that are our obligations prior to the Distribution will be assumed by Vista Outdoor; and

• allocation of tax- and employee-related assets and liabilities will be addressed separately in a Tax Matters Agreement and Employee Matters Agreement, respectively. For more information, see the sections entitled “—Tax Matters Agreement” and “—Employee Matters Agreement” beginning on page 142 and page 143, respectively, of this Information Statement.

Internal Transactions. The Separation and Distribution Agreement will describe certain actions related to our separation from Vista Outdoor that will occur prior to the Distribution.

Intercompany Arrangements. All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts receivable, between us, on the one hand, and Vista Outdoor, on the other hand, will terminate or will be settled effective as of the Distribution, except specified agreements and arrangements that are intended to survive the Distribution.

Shared Contracts. We and Vista Outdoor will agree to use reasonable best efforts to cooperate to divide, partially assign, modify or replicate all agreements relating in a material respect to both the Outdoor Products Business and Vista Outdoor’s businesses (other than the Outdoor Products Business) such that we shall be the beneficiary of the rights and responsible for the obligations of that portion of the agreement relating to the Outdoor Products Business and Vista Outdoor shall be the beneficiary of the rights and responsible for the obligations of that portion of the agreement relating to Vista Outdoor’s business (other than the Outdoor Products Business).

Credit Support. We will agree to use reasonable best efforts to arrange, prior to the Distribution, for the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support currently

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provided by or through Vista Outdoor or any of its affiliates for the benefit of us or any of our affiliates. To the extent we are not able to replace any such credit support, we will agree, and will agree to cause any of our subsidiaries that has assumed the liability with respect to such credit support instrument, to indemnify Vista Outdoor for such liability.

Representations and Warranties. In general, neither we nor Vista Outdoor will make any representations or warranties regarding any assets or liabilities transferred or assumed, the sufficiency of any such assets to operate the respective businesses, any consents or approvals that may be required in connection with these transfers or assumptions or the Spin-Off, the value of, or freedom from any lien or other security interest in, any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation and Distribution Agreement, all assets will be transferred on an “as is where is” basis.

Information in this Information Statement with respect to the assets and liabilities of Outdoor Products and Vista Outdoor following the Distribution is presented based on the allocation of such assets and liabilities pursuant to the Separation and Distribution Agreement and the ancillary agreements, unless the context otherwise requires. The Separation and Distribution Agreement provides that, in the event that the transfer or assignment of certain assets or liabilities to Outdoor Products or Vista Outdoor, as applicable, does not occur prior to the Distribution, then until such assets or liabilities are able to be transferred or assigned, Outdoor Products or Vista Outdoor, as applicable, will hold such assets for the use and benefit of the other party and retain such liabilities for the account and at the expense of the other party, provided that the other party will reimburse Outdoor Products or Vista Outdoor, as applicable, for reasonable out-of-pocket expenses incurred in connection with the holding of such assets or the retention of such liabilities.

Further Assurances. The parties will use reasonable best efforts to effect any transfers contemplated by the Separation and Distribution Agreement that have not been consummated prior to the Distribution as promptly as practicable following the Distribution Date. In addition, the parties will use reasonable best efforts to effect any transfer or re-transfer of any asset or any assumption of liability that was improperly transferred or retained as promptly as reasonably practicable following the Distribution.

The Distribution. The Separation and Distribution Agreement will govern Vista Outdoor’s and our respective rights and obligations regarding the proposed Distribution. Prior to the Distribution, Vista Outdoor will deliver all the issued and outstanding shares of our common stock to the distribution agent. Following the Distribution Date, the distribution agent will electronically deliver the shares of our common stock to Vista Outdoor stockholders based on the Distribution Ratio. The Vista Outdoor Board will have the sole and absolute discretion to determine the terms of, and whether to proceed with, the Distribution.

Conditions. The Separation and Distribution Agreement will also provide that several conditions must be satisfied or waived by Vista Outdoor in its sole and absolute discretion before the Distribution can occur. For further information about these conditions, see the section entitled “The Spin-Off—Conditions to the Spin-Off” beginning on page 62 of this Information Statement. The Vista Outdoor Board may, in its sole and absolute discretion, determine the Record Date, the Distribution Date and the terms of the Spin-Off and may at any time prior to the completion of the Spin-Off decide to abandon or modify the Spin-Off.

Exchange of Information. We and Vista Outdoor will agree to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar requests. We and Vista Outdoor will also agree to use reasonable best efforts to retain such information in accordance with our respective record retention policies as in effect on the date of the Separation and Distribution Agreement. Each party will also agree to use its reasonable best efforts to assist the other with its financial reporting and audit obligations for an agreed period of time.

Termination. The Vista Outdoor Board, in its sole and absolute discretion, may terminate the Separation and Distribution Agreement at any time prior to the Distribution.

Release of Claims. We and Vista Outdoor will each agree to release the other and its affiliates, successors and assigns, and all persons that prior to the Distribution have been the other’s stockholders, directors, officers, members, agents and employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the time of the Distribution. These releases will be subject to exceptions set forth in the Separation and Distribution Agreement.

Indemnification. We and Vista Outdoor will each agree to indemnify the other and each of the other’s former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of them, against

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certain liabilities incurred in connection with the Spin-Off and our and Vista Outdoor’s respective businesses. The amount of either Vista Outdoor’s or our indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives. The Separation and Distribution Agreement will also specify procedures regarding claims subject to indemnification.

Intellectual Property. We will agree not to assert our intellectual property rights against Vista Outdoor or (with limited exceptions) act to impair Vista Outdoor’s intellectual property rights, and Vista Outdoor will agree not to assert its intellectual property rights against us or (with limited exceptions) act to impair our intellectual property rights, in each case for a period of two years. We and Vista Outdoor will each agree to grant to the other a customary non-exclusive, royalty-free and perpetual license for the use of any shared background intellectual property, solely for use of the same type, of the same scope and to the extent as used by the licensee prior to the Spin-Off and reasonable extensions thereof.

Transition Services Agreement

We intend to enter into a Transition Services Agreement pursuant to which Vista Outdoor will provide us, and we will provide to Vista Outdoor, specified services for a limited time to help ensure an orderly transition following the Distribution. The services to be provided will include certain sales, marketing, procurement, information technology, e-commerce, finance, accounting, tax, human resources, legal and other general, administrative and operational functions.

The Transition Services Agreement will specify the calculation of our costs for these services. The agreed upon charges for such services are generally intended to allow the service provider to recover all costs and expenses of providing such services. The cost of these services will be negotiated between us and Vista Outdoor and may not necessarily be reflective of prices that we could have obtained for similar services from an independent third party. The Transition Services Agreement will terminate on the expiration of the term of the last service provided under it, which will be no longer than 24 months following the Distribution Date.

We and Vista Outdoor, each in the capacity of service recipient, will agree to indemnify the other party (in its capacity as service provider) and the other party’s former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of them from any liabilities to the extent arising out of the service provider’s provision of the services unless such damages are the result of the service provider’s breach of the Transition Services Agreement, violation of law, gross negligence or willful misconduct in providing services. The cumulative liability of a party in its capacity as service provider under the Transition Services Agreement will be limited to the aggregate amount paid to it for services under such agreement.

Tax Matters Agreement

We intend to enter into a Tax Matters Agreement with Vista Outdoor that will govern the respective rights, responsibilities and obligations of Vista Outdoor and us after the Spin-Off with respect to all tax matters (including tax liabilities, tax attributes, tax returns and tax contests).

The Tax Matters Agreement generally will provide that each party will indemnify the other party for any taxes resulting from the failure of any step of the Spin-Off or the Internal Transactions to qualify for its intended tax treatment under U.S. Federal income tax laws (“Transaction Taxes”), if such Transaction Taxes result from (1) untrue representations or breaches of covenants that such first party will make and agree to in connection with the Spin-Off, (2) the application of certain provisions of U.S. Federal income tax law to the Spin-Off as a result of actions taken by such first party, including Section 355(e) of the Code, or (3) any other action or omission that such first party knows or reasonably should expect would give rise to such Transaction Taxes. In the event that Transaction Taxes arise which are not a result of any of the foregoing, each party will bear half of such Transaction Taxes. Further, the Tax Matters Agreement will require each party to indemnify the other party for any liabilities arising from claims made by Vista Outdoor stockholders based on the failure of the Spin-Off to qualify for its intended tax treatment proportionately to such party’s share of the liability for any Transaction Taxes resulting from such failure.

Vista Outdoor will have the exclusive right to control the conduct of any audit or contest relating to Transaction Taxes, but will not be permitted to settle any such audit or contest without our consent (which we may not unreasonably withhold or delay).

With respect to taxes other than those incurred in connection with the Spin-Off, the Tax Matters Agreement generally will provide that we will indemnify Vista Outdoor for any taxes of ours or our subsidiaries for all periods, except to the extent such taxes are reported on tax returns for a consolidated, combined, unitary or other group that includes Vista Outdoor or any of its subsidiaries. As a member of Vista Outdoor’s consolidated U.S. Federal income tax group, we have (and will continue to have following the Spin-Off) joint and several liability with Vista Outdoor to the IRS for the consolidated U.S. Federal income taxes of the Vista Outdoor group relating to the taxable periods in which we were part of the group. We have also agreed to indemnify Vista Outdoor with respect to certain non-income taxes related to the sales of our products that were conducted by our shared sales entity.

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The Tax Matters Agreement will impose certain restrictions on each party and its subsidiaries (including restrictions on share issuances and repurchases, business combinations, sales of assets and similar transactions) that will be designed to preserve the tax-free nature of the Spin-Off. These restrictions will apply for the two-year period after the Spin-Off. Under the Tax Matters Agreement, these restrictions will apply unless the applicable party obtains an opinion from counsel or a ruling from the IRS (in each case satisfactory to the other party) or obtains consent from the other party. These restrictions may limit our ability to pursue strategic transactions that may maximize the value of our business, and might discourage or delay a strategic transaction that our stockholders may consider favorable.

Employee Matters Agreement

We intend to enter into an Employee Matters Agreement with Vista Outdoor that will address certain employment, compensation and benefits matters, including the allocation and treatment of certain assets and liabilities relating to our employees and compensation and benefit plans and programs in which our employees participate prior to the Spin-Off.

Allocation of Liabilities. Except as specifically provided in the Employee Matters Agreement, Vista Outdoor will generally remain responsible for (i) all liabilities (A) related to each employee of Vista Outdoor as of immediately prior to the Spin-Off and each former employee whose last employment was exclusively providing services to the business and operations conducted by Vista Outdoor or its subsidiaries (other than Outdoor Products and its subsidiaries) immediately prior to the Spin-Off and (B) under any existing Vista Outdoor benefit plans and (ii) 50% of liabilities related to each former employee who provided services to both Outdoor Products and Vista Outdoor prior to his or her termination.

Retirement Plans. The Employee Matters Agreement will provide that, as of the Spin-Off, our employees will cease active participation in Vista Outdoor’s tax-qualified and non-qualified defined contribution pension plans and defined benefit pension plans. The Employee Matters Agreement will provide that we will establish a 401(k) defined contribution plan in connection with the Spin-Off, which will assume liabilities and account balances from Vista Outdoor’s 401(k) defined contribution plan in respect of our employees. In addition, the Employee Matters Agreement will provide that we will establish a non-qualified defined contribution plan in connection with the Spin-Off, which will assume liabilities attributable to our employees from Vista Outdoor’s non-qualified defined contribution plan. Following the Spin-Off, Vista Outdoor will distribute vested balances to our employees under its tax-qualified and non-qualified defined benefit pension plans in accordance with the terms of the applicable plan.

Health and Welfare Plans. The Employee Matters Agreement will also provide that we will establish health and welfare plans for the benefit of our employees. Except as provided in the Employee Matters Agreement, Vista Outdoor will generally remain responsible for any liabilities incurred by our employees prior to the Spin-Off under Vista Outdoor’s welfare plans.

Treatment of Equity-Based Awards. For a description of the expected treatment of Vista Outdoor equity awards in connection with the Spin-Off, see the section entitled “The Spin-Off—Treatment of Outstanding Equity-Based Awards” beginning on page 57 of this Information Statement.

Ongoing Commercial Agreements

In addition to the above agreements, we are also currently party to, or intend to enter into, various other agreements with Vista Outdoor and its subsidiaries, that are intended to continue post-Distribution subject to their existing terms or terms and conditions to be negotiated and agreed to. We do not consider these agreements to be material to us and our subsidiaries.

Other Arrangements

Prior to the Spin-Off, we have had various other arrangements with Vista Outdoor, including arrangements whereby Vista Outdoor performed various corporate functions for us, such as sales, marketing, procurement, information technology, e-commerce, finance, accounting, tax, human resources, legal, communications, investor relations and other general, administrative and operational functions.

As described in more detail in the section above entitled “—Separation and Distribution Agreement” beginning on page 140 of this Information Statement, these arrangements, other than those contemplated pursuant to the Transition Services Agreement, will generally be terminated in connection with the Spin-Off.

Policy and Procedures Governing Related Person Transactions

Prior to the completion of the Spin-Off, our Board will adopt a written policy and procedures for the review, approval or ratification of transactions, arrangements or relationships involving the Company and its directors, nominees for director,

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executive officers, any immediate family members of such persons, and any persons known by the Company to be beneficial owners of more than 5% of the Company’s voting securities. We expect that pursuant to such policy, the Nominating and Governance Committee will be responsible for reviewing any transactions with related persons that would be disclosable pursuant to applicable SEC rules. We expect that in considering such transactions, the Nominating and Governance Committee will consider the relevant facts and circumstances available to it regarding the transaction, including the material facts as to the director’s or officer’s relationship to or interest in the transaction. We expect that the Nominating and Governance Committee will recommend to our Board approval or ratification, as the case may be, of a transaction if it determines, in good faith, that the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders. We expect the policy to require that any member of the Nominating and Governance Committee who has an interest in the transaction under consideration must abstain from voting on the transaction, but may, if so requested by the Chair of the Nominating and Governance Committee, participate in all or some of the Nominating and Governance Committee’s discussions of the transaction.

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DESCRIPTION OF OUR INDEBTEDNESS

In connection with the Spin-Off, Outdoor Products expects to enter into a revolving credit facility. Information regarding Outdoor Products’s indebtedness following the Spin-Off will be provided in a subsequent amendment to this Information Statement.

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DESCRIPTION OF OUR CAPITAL STOCK

General

Prior to the Distribution Date, Vista Outdoor, as our sole stockholder, will approve and adopt our Amended and Restated Certificate of Incorporation, and our Board of Directors, which we refer to as the “Board,” will approve and adopt our Amended and Restated Bylaws. The following summarizes information concerning our capital stock, including material provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and certain provisions of Delaware law. You are encouraged to read the forms of our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, which are filed as exhibits to our Registration Statement on Form 10 of which this Information Statement is part, for greater detail with respect to these provisions.

Distribution of Securities

During the past three years, we have not sold any securities, including sales of reacquired securities, new issues, securities issued in exchange for property, services or other securities, and new securities resulting from the modification of outstanding securities that were not registered under the Securities Act of 1933, which we refer to as the “Securities Act.”

Authorized Capital Stock

Immediately following the Spin-Off, our authorized capital stock will consist of 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $1.00 per share.

Common Stock

Shares Outstanding. Immediately following the Spin-Off, we estimate that approximately 57,997,650 shares of our common stock will be issued and outstanding, based on approximately 57,997,650 shares of Vista Outdoor common stock outstanding as of June 25, 2023. The actual number of shares of our common stock outstanding immediately following the Spin-Off will depend on the actual number of shares of Vista Outdoor common stock outstanding on the Record Date, and will reflect any issuance of new shares or exercise of outstanding options pursuant to Vista Outdoor’s equity plans on or prior to the Record Date.

Dividends. Holders of shares of our common stock will be entitled to receive dividends when, as and if declared by our Board at its discretion out of funds legally available for that purpose, subject to the preferential rights of any preferred stock that may be outstanding. The timing, declaration, amount and payment of any dividends will be within the discretion of our Board and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by our Board. We do not anticipate paying any dividends on our common stock for the foreseeable future. Our Board will make all decisions regarding our payment of dividends from time to time in accordance with applicable law. See “Dividend Policy” and “Risk Factors— Risks Relating to Our Common Stock—We do not anticipate paying any dividends on our common stock for the foreseeable future, and as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates” beginning on pages 64 and 49, respectively, of this Information Statement.

Voting Rights. The holders of our common stock will be entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.

Other Rights. Subject to the preferential liquidation rights of any preferred stock that may be outstanding, upon our liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in our assets legally available for distribution to our stockholders.

Fully Paid. The issued and outstanding shares of our common stock are fully paid and non-assessable. Any additional shares of common stock that we may issue in the future will also be fully paid and non-assessable.

The holders of our common stock will not have preemptive rights or preferential rights to subscribe for shares of our capital stock.

Preferred Stock

Our Amended and Restated Certificate of Incorporation will authorize our Board to designate and issue from time to time one or more series of preferred stock without stockholder approval. Our Board may fix and determine the designation, relative rights, preferences and limitations of the shares of each such series of preferred stock. There are no present plans to issue any shares of preferred stock.

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Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain provisions in our proposed Amended and Restated Certificate of Incorporation and our proposed Amended and Restated Bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board and in the policies formulated by our Board and to discourage certain types of transactions that may involve an actual or threatened change of control. These include provisions that:

• until the fourth annual meeting of our stockholders following the Distribution Date, classify our directors into three classes with staggered terms;

• allow our Board to authorize for issuance, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the Board and, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our Board does not approve;

• prohibit our stockholders from taking action by written consent and require that stockholder action must take place at a duly called annual or special meeting of our stockholders;

• establish how stockholders may present proposals or nominate directors for election at meetings of our stockholders;

• grant exclusive privilege (subject to certain limited exceptions) to our directors, and not our stockholders, to fill vacancies on our Board;

• provide that only our Board, Chair of our Board, our Chief Executive Officer or (in the absence of the Chief Executive Officer) the President are entitled to call a special meeting of our stockholders; and

• limit our ability to enter into business combination transactions with certain stockholders.

Section 203 of the Delaware General Corporate Law, which we refer to as the “DGCL,” prohibits a Delaware corporation from engaging in a business combination with any interested stockholder for a period of three years following the date the person became an interested stockholder, subject to certain exceptions. In general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person who, together with the entity’s or person’s affiliates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation may “opt out” of these provisions with an express provision in its certificate of incorporation. We have not opted out of Section 203 of the DGCL in our Amended and Restated Certificate of Incorporation.

Limitation on Liability of Directors and Indemnification of Directors and Officers

Under Delaware law, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or is or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding if (i) he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or (ii) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she is or was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law

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regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws, a vote of stockholders or disinterested directors, agreement or otherwise.

Under Delaware law, termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that such person is prohibited from being indemnified.

Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director or officer, in his or her capacity as such, to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except that such provision may not limit the liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) a director for unlawful payment of dividends or stock purchases or redemptions, (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit or (v) an officer in any derivative action. Our Amended and Restated Certificate of Incorporation will provide that, to the fullest extent permitted under Delaware law, no Outdoor Products director or officer shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable.

Our Amended and Restated Bylaws will require indemnification, to the fullest extent permitted under Delaware law, of any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, regulatory or investigative in nature (other than an action by or in the right of the Company), by reason of the fact that such person is or was a director or officer of Outdoor Products, or, while a director or officer of Outdoor Products, is or was serving at the request of Outdoor Products as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, employee benefit plan or other legal entity or enterprise (including the heirs, executors, administrators or estate of such person), against expenses (including attorneys’ fees), judgments, damages, liabilities, losses, penalties, fines and amounts paid in settlement actually incurred or paid by such person in connection with such action, suit or proceeding to the fullest extent permitted by law. In addition, our Amended and Restated Bylaws will require indemnification, to the fullest extent permitted under Delaware law, of any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company by reason of the fact that such person is or was a director or officer of the Company, or, while a director or officer of Outdoor Products, is or was serving at the request of Outdoor Products as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, employee benefit plan or other legal entity or enterprise (including the heirs, executors, administrators or estate of such person), against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be provided in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

In addition, our Amended and Restated Bylaws will provide that expenses incurred by a current or former director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Company as authorized in the Amended and Restated Bylaws.

The indemnification rights to be provided in our Amended and Restated Bylaws will not be exclusive of any other right to which persons seeking indemnification may otherwise be entitled.

As permitted by Delaware law, our Amended and Restated Bylaws will authorize us to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, partner, member or agent of another enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such.

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Exclusive Forum

Our Amended and Restated Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf (other than actions arising under the Securities Act or the Exchange Act), (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case except for any claim where the Court of Chancery does not have jurisdiction over indispensable parties named as defendants, any claim that is subject to the exclusive jurisdiction of another court or forum and any claim for which the Court of Chancery does not have subject matter jurisdiction.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our Amended and Restated Certificate of Incorporation will provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and therefore our Amended and Restated Certificate of Incorporation will further provide that the exclusive forum provision does not apply to actions arising under the Exchange Act or the rules and regulations thereunder. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A., which we also refer to as “Computershare” in this Information Statement.

New York Stock Exchange Listing

We intend to list our common stock on the NYSE under the ticker symbol “[                    ].”

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WHERE YOU CAN FIND MORE INFORMATION

We have filed a Registration Statement on Form 10 with the SEC with respect to the shares of our common stock that Vista Outdoor stockholders will receive in the Distribution, as contemplated by this Information Statement. This Information Statement is a part of, and does not contain all the information set forth in, the Registration Statement and the other exhibits and schedules to the Registration Statement. For further information with respect to us and our common stock, please refer to the Registration Statement, including its other exhibits and schedules. Statements we make in this Information Statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the Registration Statement for copies of the actual contract or document.

As a result of the Spin-Off, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website, www.sec.gov, that contains periodic reports, proxy statements and information statements and other information regarding issuers, like us, that file electronically with the SEC. The Registration Statement, including its exhibits and schedules, and the periodic reports, proxy statements and information statements and other information that we file electronically with the SEC will be available for inspection and copying at the SEC’s website.

You can also find a copy of the Registration Statement and our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, in each case, filed with or furnished to the SEC pursuant to the Exchange Act, on our website, [                    ] (which we expect to be operational on or prior to the Distribution Date), which we will make available free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Information contained on, or connected to, any website we refer to in this Information Statement does not and will not constitute a part of this Information Statement or the Registration Statement of which this Information Statement is a part.

We intend to furnish holders of our common stock with annual reports containing financial statements prepared in accordance with GAAP and audited and reported on, with an opinion expressed by, an independent registered public accounting firm.

You should rely only on the information contained in this Information Statement or to which this Information Statement has referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this Information Statement.

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INDEX TO COMBINED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

	Page
Audited Combined Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Combined Balance Sheets as of March 31, 2023 and 2022		F-5
Combined Statements of Comprehensive Income (Loss) for the fiscal years ended March 31, 2023, 2022 and 2021		F-6
Combined Statements of Cash Flows for the fiscal years ended March 31, 2023, 2022 and 2021		F-7
Combined Statements of Parent Company Equity for the fiscal years ended March 31, 2023, 2022 and 2021		F-8
Notes to the Combined Financial Statements		F-9
Condensed Combined Financial Statements
Condensed Combined Balance Sheets (Unaudited) as of June  25, 2023 and March 31, 2023		F-34
Condensed Combined Statements of Comprehensive Income (Loss) (Unaudited) for the three months ended June 25, 2023 and June 26, 2022		F-35
Condensed Combined Statements of Cash Flows (Unaudited) for the three months ended June 25, 2023 and June 26, 2022		F-36
Condensed Combined Statements of Parent Company Equity (Unaudited) for the three months ended June 25, 2023 and June 26, 2022		F-37
Notes to the Condensed Combined Financial Statements (Unaudited)		F-38

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Vista Outdoor Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Outdoor Products Spinco Inc. (the “Company”) as of March 31, 2023 and 2022, and the related combined statements of comprehensive income (loss), parent company equity, and cash flows for each of the three years in the period ended March 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As described in Note 2 and 17 to the financial statements, the accompanying financial statements have been derived from the consolidated financial statements and accounting records of Vista Outdoor Inc. The financial statements also include expense allocations for certain functions provided by Vista Outdoor Inc. These allocations may not be reflective of the actual expense that would have been incurred had the Company operated as an independent company apart from Vista Outdoor Inc.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Business Combinations – Fox Racing – Refer to Note 7 to the financial statements

During the second quarter of fiscal year 2023, the Company acquired Fox Racing for $575 million. The Company allocated the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, which resulted in the Fox Racing tradename being recorded at $106 million and customer relationships at $149 million. The Company estimated the fair value of the tradename and customer relationship intangible assets using an income approach which required management to make significant estimates and assumptions related to projected revenues and operating margins, weighted average cost of capital, and royalty rates. Changes in these assumptions could have a significant impact on the fair value. We identified the fair value determination of acquired intangible assets, specifically the Fox Racing tradename and customer relationships, as a critical audit matter due to the significant estimates

F-2

and assumptions in determining projected revenues and operating margins, weighted average cost of capital and royalty rates. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates related to these assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the projected revenues and operating margins, selection of the weighted average cost of capital, and selection of the royalty rate included the following, among others:

• We tested the effectiveness of internal controls over management’s valuation analysis, including those over the projected revenues and operating margins, selection of the weighted average cost of capital and royalty rate.

• We inquired of appropriate individuals, both within and outside of finance, regarding the projected revenues and operating margins.

• We evaluated the reasonableness of management’s projected revenues and operating margins by comparing the projections to:

– Historical sales and growth rates of the acquired entity, as well as open sales orders as of the acquisition date.

– Historical operating margins of the acquired entity.

– Internal communications to management and the Board of Directors.

– Forecasted information included in analyst and industry reports for the Company, applicable market data, and certain of its peer companies.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the weighted average cost of capital by:

– Testing the source information underlying the determination of the weighted average cost of capital and testing the mathematical accuracy of the calculations.

– Comparing the selected weighted average cost of capital to market data.

– Developing ranges of independent estimates and comparing those to the weighted average cost of capital selected by management.

– Comparing the estimated weighted average return on assets, internal rate of return, and the weighted average cost of capital used in the valuation models and evaluating whether they were consistent with each other.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the royalty rate by:

– Testing the source information underlying the determination of the royalty rate and testing the mathematical accuracy of the calculations.

– Comparing the selected royalty rate to market data.

– Developing ranges of independent estimates and comparing those to the royalty rate selected by management.

Goodwill and Indefinite-Lived Tradename – Fox Racing, Simms Fishing, and Outdoor Cooking Reporting Units – Refer to Note 11 to the financial statements

The Company tests goodwill for impairment on the first day of the fourth fiscal quarter or upon the occurrence of events or changes in circumstances that indicate that the reporting unit might be impaired. The Company estimates fair value to assess the recoverability of goodwill and indefinite-lived intangible assets using a discounted cash flow model, which required Management to make significant estimates and assumptions related to forecasted revenues and operating margins, weighted average cost of capital and royalty rates.

Based on this assessment, the Company recognized impairment losses of $248.3 million and $68.4 million related to the goodwill associated with the reporting units of Fox Racing and Simms Fishing, respectively. The Company determined the

F-3

goodwill of the Outdoor Cooking reporting unit was not impaired. The Company also tested indefinite-lived intangible assets, which resulted in impairment losses of $21.2 million and $20.4 million, respectively, related to the Fox Racing and Simms Fishing indefinite-lived tradenames.

We identified the fair value determination of the Fox Racing, Simms Fishing, and Outdoor Cooking goodwill, as well as the related indefinite-lived tradenames at Fox Racing and Simms Fishing, as a critical audit matter due to the significant estimates and assumptions used in determining the forecasted revenues and operating margins, weighted average cost of capital and royalty rates. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates related to these assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasted revenues and operating margins, selection of the weighted average cost of capital, and selection of royalty rates included the following, among others:

• We tested the effectiveness of internal controls over management’s valuation analysis, including those over the forecasted revenues and operating margins, and selection of the weighted average cost of capital and royalty rates.

• We inquired of appropriate individuals, both within and outside of finance, regarding the forecasted revenues and operating margins.

• We evaluated the reasonableness of management’s forecasted revenues and operating margins by comparing the forecasts to:

– Historical sales and growth rates of the reporting units, as well as open sales orders as of the fourth fiscal quarter.

– Historical operating margins of the reporting units

– Internal communications to management and the Board of Directors.

– Forecasted information included in analyst and industry reports for the Company, applicable market data, and certain of its peer companies.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the weighted average cost of capital by:

– Testing the source information underlying the determination of the weighted average cost of capital and testing the mathematical accuracy of the calculations.

– Comparing the selected weighted average cost of capital to market data.

– Developing ranges of independent estimates and comparing those to the weighted average cost of capital selected by management.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the royalty rates by:

– Testing the source information underlying the determination of the royalty rates and testing the mathematical accuracy of the calculations.

– Comparing the selected royalty rates to market data.

– Developing ranges of independent estimates and comparing those to the royalty rates selected by management.

/s/ Deloitte & Touche LLP

Salt Lake City, Utah

July 7, 2023

We have served as the Company’s auditor since 2022.

F-4

OUTDOOR PRODUCTS SPINCO INC.

COMBINED BALANCE SHEETS

	March 31,
(Amounts in thousands)	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	15,541	$	7,280
Net receivables		201,848		214,019
Net inventories		403,639		343,577
Prepaid expenses		36,850		27,578
Income tax receivable		—		373
Other current assets		5,743		3,691
Total current assets		663,621		596,518
Net property, plant, and equipment		71,344		53,015
Operating lease assets		99,456		68,277
Goodwill		379,603		395,751
Net intangible assets		674,616		400,997
Other non-current assets		61,886		39,603
Total assets	$	1,950,526	$	1,554,161
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	66,606	$	95,652
Accrued compensation		24,549		25,509
Accrued income taxes		2,214		1,175
Sales and other taxes payable		13,002		11,656
Other current liabilities		97,221		83,617
Total current liabilities		203,592		217,609
Deferred income tax liabilities		27,677		11,398
Long-term operating lease liabilities		97,105		71,844
Other long-term liabilities		36,486		59,902
Total liabilities		364,860		360,753
Commitments and contingencies (Note 15)
Parent company equity
Parent company investment		1,593,826		1,198,686
Accumulated other comprehensive loss		(8,160)		(5,278)
Total parent company equity		1,585,666		1,193,408
Total liabilities and parent company equity	$	1,950,526	$	1,554,161

See Notes to the Combined Financial Statements

F-5

OUTDOOR PRODUCTS SPINCO INC.

COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Years ended March 31,
(Amounts in thousands)	2023		2022		2021
Sales, net (including related party sales of $17,502, $15,767, and $13,847 for the years ended March 31, 2023, 2022, and 2021, respectively)	$	1,339,378	$	1,322,497	$	1,119,615
Cost of sales		962,587		925,041		798,192
Gross profit		376,791		397,456		321,423
Operating expenses:
Research and development		36,652		21,304		16,531
Selling, general, and administrative		333,923		273,731		205,450
Impairment of goodwill and intangibles		374,355		—		—
Operating income (loss)		(368,139)		102,421		99,442
Other income		2,124		—		—
Interest income		173		1		5
Income (loss) before income taxes		(365,842)		102,422		99,447
Income tax (provision) benefit		29,181		(24,045)		6,943
Net income (loss)	$	(336,661)	$	78,377	$	106,390
Net income (loss) (from above)		$(336,661)	$	78,377	$	106,390
Other comprehensive income (loss), net of tax:
Change in derivative instruments, net of tax benefit (expense) of $778, $0, and $0		(2,416)		—		—
Change in cumulative translation adjustment		(466)		(12)		1,092
Total other comprehensive income (loss)		(2,882)		(12)		1,092
Comprehensive income (loss)	$	(339,543)	$	78,365	$	107,482

See Notes to the Combined Financial Statements.

F-6

OUTDOOR PRODUCTS SPINCO INC.

COMBINED STATEMENTS OF CASH FLOWS

	Years ended March 31,
(Amounts in thousands)	2023		2022			2021
Operating Activities
Net income (loss)	$	(336,661)	$	78,377		$	106,390
Adjustments to net income (loss) to arrive at cash (used in) provided by operating activities:
Depreciation		19,158		15,930			18,071
Amortization of intangible assets		43,725		26,007			19,732
Impairment of goodwill and intangibles		374,355		—			—
Change in fair value of contingent consideration		(27,118)		734			—
Deferred income taxes		(39,852)		3,505			(8,068)
Foreign currency translation gains, net		(1,249)		—			—
Loss on disposal of property, plant, and equipment		788		63			1,823
Share-based compensation		13,281		12,637			6,662
Changes in assets and liabilities:
Net receivables		61,631		(4,498)			(27,967)
Net inventories		25,396		(113,494	)		(31,107)
Prepaid expenses		(9,272)		(18,831)			(290)
Accounts payable		(50,073)		(21,047)			61,862
Accrued compensation		(6,304)		4,598			6,647
Accrued income taxes		6,882		560			277
Sales tax		317		1,133			(1,426)
Other assets and liabilities		(11,194)		(16,599)			14,679
Cash (used for) provided by operating activities		63,810		(30,925)			167,285
Investing Activities
Capital expenditures		(12,872)		(13,099)			(10,363)
Acquisition of businesses, net of cash received		(761,589)		(545,467)			—
Proceeds from the disposition of property, plant, and equipment		43		31			79
Cash used for investing activities		(774,418)		(558,535)			(10,284)
Financing Activities
Net transfers from (to) Parent		719,190		595,045			(157,638)
Cash provided by (used for) financing activities		719,190		595,045			(157,638	)
Effect of foreign currency exchange rate fluctuations on cash		(321)		(68)			251
Increase (decrease) in cash and cash equivalents		8,261		5,517			(386)
Cash and cash equivalents at beginning of year		7,280		1,763			2,149
Cash and cash equivalents at end of year	$	15,541	$	7,280		$	1,763
Supplemental Cash Flow Disclosures:
Noncash investing activity:
Capital expenditures included in accounts payable and other accrued liabilities	$	2,286	$	1,544		$	1,778
Contingent consideration in connection with business combinations		11,400		36,698			—

See Notes to the Combined Financial Statements.

F-7

OUTDOOR PRODUCTS SPINCO INC.

COMBINED STATEMENTS OF PARENT COMPANY EQUITY

(Amounts in thousands)	Parent Company Investment		Accumulated Other Comprehensive Income (Loss)		Total Parent Company Equity
Balance, March 31, 2020	$	560,338	$	(6,358)	$	553,980
Comprehensive income		106,390		1,092		107,482
Net transfers to Parent		(152,864)		—		(152,864)
Balance, March 31, 2021		513,864		(5,266)		508,598
Comprehensive income		78,377		(12)		78,365
Net transfers from Parent		606,445		—		606,445
Balance, March 31, 2022		1,198,686		(5,278)		1,193,408
Comprehensive loss		(336,661)		(2,882)		(339,543)
Net transfers from Parent		731,801		—		731,801
Balance, March 31, 2023	$	1,593,826	$	(8,160)	$	1,585,666

See Notes to the Combined Financial Statements.

F-8

OUTDOOR PRODUCTS SPINCO INC.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(Amounts in thousands except share and per share data and unless otherwise indicated)

1. Background

On May 5, 2022, Vista Outdoor Inc. (“Vista Outdoor” or “Parent”) announced that its Board of Directors approved preparations for the separation of its Outdoor Products and Sporting Products segments into two independent, publicly-traded companies via a spin-off of the Outdoor Products business (“Outdoor Products,” the “Company,” “we,” “us” or “our”). To effect the spin-off, Vista Outdoor will distribute all shares of the Company’s common stock on a pro rata basis to the holders of Vista Outdoor common stock. In connection with the Spin-Off, Vista Outdoor is being treated as the accounting “spinnor,” consistent with the legal form of the transaction.

The completion of the spin-off is subject to certain customary conditions, including effectiveness of the Registration Statement on Form 10 filed with the Securities and Exchange Commission (“SEC”) and final approval by Vista Outdoor’s Board of Directors. There are no assurances as to when the Spin-Off will be completed, if at all.

Nature of Operations. Outdoor Products is a leading platform of iconic consumer product brands that serve a diverse range of outdoor enthusiasts around the world. We design, develop, manufacture, source and distribute outdoor and lifestyle gear, equipment and apparel to enhance the experiences of hikers, campers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, golfers and hunters. We are headquartered in Bozeman, Montana and have manufacturing and distribution facilities in the U.S., Canada, Mexico and Puerto Rico along with international customer service, sales and sourcing operations in Asia and Europe.

2. Significant Accounting Policies

Basis of Combination. These combined financial statements reflect the historical financial position, results of operations and cash flows of the Company for the periods presented as the Company was historically managed within Vista Outdoor. The combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. The combined financial statements have been prepared in U.S. dollars and in conformity with accounting principles generally accepted in the United States (“GAAP”). The combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had we operated as an independent company during the periods presented.

The combined financial statements include expense allocations for certain functions provided by Vista Outdoor, including, but not limited to, general corporate expenses related to management, finance, legal, information technology, human resources, communications, supply chain and insurance. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder principally allocated on the basis of percent of revenue, headcount or other measures. During the years ended March 31, 2023, 2022 and 2021, the Company was allocated $44,880, $59,724 and $38,150, respectively, of such general corporate expenses, which were included within selling, general and administrative expenses in the combined statements of comprehensive income (loss). Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented. The allocations may not, however, reflect the expenses the Company would have incurred if the Company had been an independent company for the periods presented. Actual costs that may have been incurred if the Company had been an independent company would depend on several factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic decisions made in areas such as information technology and infrastructure. The Company is unable to determine what such costs would have been had the Company been independent. Following the planned separation from Vista Outdoor, the Company may perform these functions using its own resources or purchased services.

All intercompany transactions have been eliminated in the Vista Outdoor consolidation process. Related-party transactions between the Company and Vista Outdoor have been included in these combined financial statements. The aggregate net effect of related-party transactions not historically settled in cash between the Company and Vista Outdoor has been reflected in the combined balance sheets as “Parent company investment” and in the combined statements of cash flows as “Net transfers (to) from Parent” within financing activities.

Vista Outdoor utilizes a centralized approach to cash management and financing its operations. This arrangement is not reflective of the manner in which the Company would have been able to finance its operations had it been independent from

F-9

Vista Outdoor. The cash and cash equivalents held by Vista Outdoor at the corporate level are not specifically identifiable to the Company and therefore have not been reflected in the Company’s combined balance sheets. Cash transfers between Vista Outdoor and the Company are recorded through the Parent company investment account. Cash and cash equivalents in the combined balance sheets represents cash and temporary investments held locally by the Company.

The combined financial statements include certain assets and liabilities that have historically been held at the Vista Outdoor corporate level but are specifically identifiable or otherwise attributable to the Company. Vista Outdoor’s third-party debt and the related interest expense have not been allocated to the Company for any of the periods presented, as the Company is not the primary obligor of such debt.

Basis of Presentation. The combined financial statements reflect our financial position, results of operations and cash flows in conformity with GAAP.

Change in Presentation. In connection with our preparation of the combined financial statements for the year ended March 31, 2023, we changed the presentation of “Earnings (loss) before interest, income taxes, and other” to “Operating income”, removed the subtotal “Earnings (loss) before interest and income taxes within the combined statements of comprehensive income (loss), and reclassified a portion of other assets as prepaid expenses. These corrections did not affect previously reported net income (loss) and are immaterial to the previously issued combined financial statements.

Fiscal Year. References in this report to a particular fiscal year refer to the fiscal year ended March 31 of that calendar year.

Use of Estimates. The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. We review our estimates to ensure that these estimates properly reflect changes in our business or as new information becomes available.

Revenue Recognition. For the majority of our contracts with customers, we recognize revenue for our products at a point in time upon the transfer of control of the products to the customer, which typically occurs upon shipment and coincides with our right to payment, the transfer of legal title and the transfer of the significant risks and rewards of ownership of the product. For our contracts that include bundled and hardware and software sales, revenue related to delivered hardware and bundled software is recognized when control has transferred to the customer, which typically occurs upon shipment. Revenue allocated to unspecified software update rights is deferred and recognized on a straight-line basis over the estimated period they are expected to be provided.

The total amount of revenue we recognize for the sale of our products reflects various sales adjustments for discounts, returns, refunds, allowances, rebates and other customer incentives. These sales adjustments can vary based on market conditions, customer preferences, timing of customer payments, volume of products sold and timing of new product launches. These adjustments require management to make reasonable estimates of the amount we expect to receive from the customer. We estimate sales adjustments by customer or by product category on the basis of our historical experience with similar contracts with customers, adjusted as necessary to reflect current facts and circumstances and our expectations for the future. Sales taxes and other similar taxes are excluded from revenue. Revenue recognition is discussed in further detail in Note 6, Revenue Recognition.

For the immaterial amount of our contracts that have multiple performance obligations, which represent promises within an arrangement that are distinct, we allocate revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). When available, we use observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect our best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. We allocate revenue and any related discounts to these performance obligations based on their relative SSPs.

Cost of Sales. Cost of sales includes material, labor and overhead costs associated with product manufacturing, including depreciation, amortization, purchasing and receiving, inspection, warehousing, product liability, warranty and inbound and outbound shipping and handling costs.

Research and Development Costs. Research and development costs consist primarily of compensation and benefits and experimental work materials for our employees who are responsible for the development and enhancement of new and existing products. Research and development costs incurred to develop new products and to enhance existing products are charged to expense as incurred.

Selling, General, and Administrative Expense. Selling, general, and administrative expense includes, among other items, administrative salaries, benefits, commissions, advertising, insurance and professional fees.

F-10

Advertising Costs. Advertising and promotional costs including print ads, commercials, catalogs and brochures are expensed in the period when the first advertisement is run. Our co-op program is structured so that certain customers are eligible for reimbursement for certain types of advertisements on qualifying product purchases and are accrued as purchases are made. Advertising costs totaled $48,505, $35,449 and $30,639 for the fiscal years ended March 31, 2023, 2022 and 2021, respectively.

Cash Equivalents. Cash equivalents are all highly liquid cash investments purchased with original maturities of three months or less.

Allowance for Estimated Credit Losses. We maintain an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of our customers to make required payments. We estimate the allowance based upon historical bad debts, current customer receivable balances, age of customer receivable balances and the customers’ financial condition and in relation to a representative pool of assets consisting of a large number of customers with similar risk characteristics. The allowance is adjusted as appropriate to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions.

Inventories. Inventories are stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method, or net realizable value. Inventory costs associated with work in process inventory and finished goods include material, labor and manufacturing overhead, while costs associated with raw materials and purchased finished goods include material and inbound freight costs. We provide inventory allowances for any excess and obsolete inventories and periodically write inventory amounts down to market when costs exceed market value.

Warranty Costs. We provide consumer warranties against manufacturing defects on certain products with warranty periods typically ranging from one year to the expected lifetime of the product. The estimated costs of such product warranties are recorded at the time the sale is recorded. Estimated future warranty costs are accrued at the time of sale based upon actual past experience, our current production environment as well as specific and identifiable warranties, as applicable. See Note 12, Other Current Liabilities and Restructuring, for additional detail.

Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability (the exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants. We measure and disclose the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. This hierarchy requires the use of observable market data when available. The measurement of assets and liabilities at fair value are classified using the following three-tier hierarchy:

Level 1—Quoted prices for identical instruments in active markets.

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3—One or more significant inputs to the valuation model are unobservable.

See Note 3, Fair Value of Financial Instruments, for additional disclosure regarding fair value of financial instruments.

Goodwill. We test goodwill for impairment on the first day of the fourth fiscal quarter or upon the occurrence of events or changes in circumstances that indicate that the asset might be impaired. Goodwill is assigned to our reporting units, which are our operating segments, or components of an operating segment, that constitute a business for which discrete financial information is available, and for which segment management regularly reviews the operating results.

During the annual impairment review process we have the option to first perform a qualitative assessment (commonly referred to as “step zero”) over relative events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value or to perform a quantitative assessment (“step one”) where we estimate the fair value of each reporting unit using both an income and market approach. We performed a quantitative assessment for the annual impairment test in the fourth quarter of fiscal year 2023 to determine the recoverability of goodwill for all of our reporting units. Based on this assessment, we recognized impairment losses of $248,254, $68,353, $12,349 and $3,799 related to the goodwill associated with the reporting units of Fox Racing, Simms Fishing, QuietKat and Stone Glacier, respectively. See Note 11, Goodwill and Intangible Assets, for discussion and details.

F-11

When we perform a quantitative analysis to assess the recoverability of our goodwill, we determine the estimated fair value of each reporting unit and compare it to the carrying value of the reporting unit, including goodwill. When fair value is less than the carrying value of the net assets and related goodwill, an impairment charge is recognized for the excess. The fair value of each reporting unit is determined using both an income and market approach. The value estimated using a discounted cash flow model is weighted against the estimated value derived from the guideline company market approach method. This market approach method estimates the price reasonably expected to be realized from the sale of the reporting unit based on comparable companies.

In developing the discounted cash flow analysis, our assumptions about forecasted revenues and operating margins, capital expenditures, and changes in working capital are based on our plan, as reviewed by the Vista Outdoor Board of Directors, and assume a terminal growth rate thereafter. A separate discount rate is determined for each reporting unit and these cash flows are then discounted to determine the fair value of the reporting unit. The discounted cash flow analysis is derived from valuation techniques in which one or more significant inputs are not observable (Level 3 fair value measurements).

Indefinite-Lived Intangible Assets. Indefinite-lived intangibles are not amortized and are tested for impairment annually on the first day of the fourth fiscal quarter or upon the occurrence of events or changes in circumstances that indicate that the assets might be impaired. We completed a step zero assessment on four of our tradenames in our fiscal year 2023 annual assessment, and concluded there were no indicators of impairment on those indefinite-lived intangibles. We performed a step one analysis on our remaining indefinite-lived tradenames, which resulted in impairment losses on two of those tradenames. See Note 11, Goodwill and Intangible Assets, for discussion and details.

Our identifiable intangible assets with indefinite lives consist of certain trademarks and tradenames. When we complete a step one assessment, the impairment test consists of a comparison of the estimated fair value of the specific intangible asset with its carrying value. The estimated fair value of these assets is measured using the relief-from-royalty method which assumes that the asset has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them.

This method requires that we estimate the future revenue for the related brands and technology, the appropriate royalty rate and the weighted average cost of capital. We base our fair values and estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. If the carrying amount of an asset is higher than its fair value, an impairment exists and the asset would be recorded at the estimated fair value.

Our assumptions used to develop the discounted cash flow analysis require us to make significant estimates regarding forecasted revenues and operating margins, projected capital expenditures, changes in working capital, and the appropriate discount rate. The projections also take into account several factors including current and estimated economic trends and outlook, costs of raw materials and other factors that are beyond our control. If the current economic conditions were to deteriorate, or if we were to lose significant business, causing a reduction in estimated discounted cash flows, it is possible that the estimated fair value of certain reporting units or tradenames could fall below their carrying value resulting in the necessity to conduct additional impairment tests in future periods. We continually monitor the reporting units and tradenames for impairment indicators and update assumptions used in the most recent calculation of the estimated fair value of a reporting unit or tradenames as appropriate.

Amortizing Intangible Assets and Long-Lived Assets. Our primary identifiable intangible assets include trademarks and tradenames, patented technology and customer relationships. Our long-lived assets consist primarily of property, plant, and equipment, amortizing right-of-use assets related to our operating leases and amortizing costs related to cloud computing arrangements. We periodically evaluate the recoverability of the carrying amount of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable or exceeds its fair value.

Business Combinations. We allocate the purchase price, including contingent consideration, of our acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their fair values at the date of acquisition. The fair values are primarily based on third-party valuations using our management assumptions that require significant judgments and estimates. The purchase price allocated to intangibles is based on unobservable factors, including but not limited to, projected revenues, expenses, customer attrition rates, royalty rates and weighted average cost of capital, among others. The weighted average cost of capital uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. The fair value calculation of initial contingent consideration associated with the purchase price also uses unobservable factors such as projected revenues and expenses over the term of the contingent earn-out period, discounted for the period over which the contingent consideration is measured, and volatility rates. Based upon these assumptions, the initial contingent consideration is then valued using a Monte Carlo simulation analysis in a risk-neutral

F-12

framework. The inputs used to calculate the fair value of the contingent consideration liabilities are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. See Note 3, Fair Value of Financial Instruments, for additional disclosure regarding fair value of financial instruments. During the measurement period of one year from the acquisition date, we continue to collect information and reevaluate our estimates and assumptions, and record any adjustments to these estimates to goodwill. See Note 7, Acquisitions, for additional information.

Derivatives and Hedging. We mitigate the impact of variable interest rates, foreign currency and exchange rates with interest rate swaps and foreign currency contracts that are accounted for as designated hedges pursuant to ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). ASC Topic 815 requires that an entity recognize all derivatives as either assets or liabilities on the balance sheet, measure those instruments at fair value and recognize changes in the fair value of derivatives in earnings in the period of change unless the derivative qualifies as a designated cash flow hedge that offsets certain exposures. Certain criteria must be satisfied in order for derivative financial instruments to be classified and accounted for as a cash flow hedge. Derivatives that are not elected for hedge accounting treatment are recorded immediately in earnings. We may use derivatives to hedge certain foreign currency exchange rates, but do not use derivative financial instruments for trading or other speculative purposes. We utilize counterparties for our derivative instruments that we believe are creditworthy at the time the transactions are entered into and closely monitor the credit ratings of these counterparties. See Note 5, Derivative Financial Instruments, for additional information.

We would discontinue hedge accounting prospectively (i) if it is determined that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, (ii) when the derivative expires or is sold, terminated or exercised, (iii) if it becomes probable that the forecasted transaction being hedged by the derivative will not occur, (iv) if a hedged firm commitment no longer meets the definition of a firm commitment or (v) if it is determined that designation of the derivative as a hedge instrument is no longer appropriate. The fair value of our forward contracts based on pricing models using current market rates. These contracts are classified under Level 2 of the fair value hierarchy (see Note 3, Fair Value of Financial Instruments).

Stock-Based Compensation. We account for our participation in Vista Outdoor’s share-based compensation arrangements in accordance with ASC Topic 718, “Compensation—Stock Compensation” (“ASC Topic 718”) which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors based on estimated fair values. Vista Outdoor’s share-based compensation plans, which are described more fully in Note 13, Employee Benefit Plans, provide for the grant of various types of share-based incentive awards, including performance awards, performance awards with a TSR modifier, restricted stock/restricted stock units and options to purchase common stock. The types and mix of share-based incentive awards are evaluated on an ongoing basis and may vary based on Vista Outdoor’s overall strategy regarding compensation, including consideration of the impact of expensing stock awards on our results of operations.

Income Taxes. We account for income taxes under the asset and liability method in accordance with the accounting standard for income taxes. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. Under this method, changes in tax rates and laws are recognized in income in the period such changes are enacted.

We record net deferred tax assets to the extent that we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Significant estimates are required for this analysis. If we were to determine that the amount of deferred income tax assets we would be able to realize in the future had changed, we would make an adjustment to the valuation allowance, which would decrease or increase the provision for income taxes.

The provision for federal, foreign and state and local income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provision differs from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes.

We periodically assess our liabilities and contingencies for all periods that are currently open to examination or have not been effectively settled based on the most current available information. Where it is not more likely than not that our tax position will be sustained, we record the entire resulting tax liability, and when it is more likely than not of being sustained, we record our best estimate of the resulting tax liability. To the extent our assessment of the tax outcome of these matters changes, such change in estimate will impact the income tax provision in the period of change. It is our policy to record interest and penalties related to income taxes as part of the income tax expense for financial reporting purposes.

F-13

Worker’s Compensation. The liability for losses under our worker’s compensation program has been actuarially determined. The balance for worker’s compensation liability was $2,079 and $1,113 as of March 31, 2023 and 2022, respectively.

Translation of Foreign Currencies. Assets and liabilities of foreign subsidiaries are translated at current exchange rates. Income and expenses in foreign currencies are translated at the average exchange rate during the period. Gains and losses from the translation of foreign subsidiary financial statements into U.S. dollars are reported as a component of accumulated other comprehensive loss (“AOCL”) in parent company equity. Gains and losses from assets and liabilities denominated in a currency other than the functional currency of the entity in which they reside are generally recognized during the current period in the combined statements of comprehensive income (loss), as part of other income, net.

Other income, net. Other income, net primarily includes gains and losses on foreign currency forward contracts and foreign currency transactions. See Note 5, Derivative Financial Instruments, for additional information.

Accumulated Other Comprehensive Loss. The components of AOCL, net of income taxes, are as follows:

	March 31,
	2023		2022
Derivatives	$	(2,416)	$	—
Cumulative translation adjustment		(5,744)		(5,278)
Total accumulated other comprehensive loss	$	(8,160)	$	(5,278)

The following table details the amounts reclassified from AOCL to earnings as well as the changes in foreign currency translation, net of income tax:

	Years ended March 31,
	2023						2022
	Derivatives		Cumulative translation adjustment		Total		Derivatives		Cumulative translation adjustment		Total
Beginning of year AOCL	$	—	$	(5,278)	$	(5,278)	$	—	$	(5,266)	$	(5,266)
Change in fair value of derivatives		(3,004)		—		(3,004)		—		—		—
Net loss reclassified from AOCL		588		—		588		—		—		—
Net change in cumulative translation adjustment		—		(466)		(466)		—		(12)		(12)
End of year AOCL	$	(2,416)	$	(5,744)	$	(8,160)	$	—	$	(5,278)	$	(5,278)

Recent Accounting Pronouncements—We considered all recent accounting pronouncements and concluded they are not expected to have a material impact on our combined financial statements.

3. Fair Value of Financial Instruments

We measure and disclose our financial assets and liabilities at fair value on a recurring and nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability (the exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified using the three-tier hierarchy. See Note 2, Significant Accounting Policies, for additional information.

The following section describes the valuation methodologies we use to measure our financial instruments at fair value on a recurring basis:

Derivative Financial Instruments

Hedging instruments are re-measured on a recurring basis using daily market foreign currency rates (See Note 5, Derivative Financial Instruments) and are therefore categorized within Level 2 of the fair value hierarchy.

Contingent Consideration

In connection with some of our acquisitions, we recorded contingent consideration liabilities that can be earned by the sellers upon achievement of certain milestones. The liabilities are measured on a recurring basis and recorded at fair value,

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using a discounted cash flow analysis or a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt, utilizing revenue projections for the respective earn-out period, corresponding targets and approximate timing of payments as outlined in the purchase agreements. The inputs used to calculate the fair value of the contingent consideration liabilities are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. Changes in the fair value of the contingent consideration obligation results from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. The fair value adjustments are recorded in selling, general, and administrative expenses in the combined statements of comprehensive income (loss). As of March 31, 2023, the estimated fair values of contingent consideration payable related to our acquisitions of QuietKat, Stone Glacier, Fox Racing and Fiber Energy Products are $8,634, $5,920, $5,720 and $0, respectively. See Note 7, Acquisitions, for additional information.

Following is a summary of our contingent consideration liability Level 3 activity during fiscal year 2023:

Balance, March 31, 2022	$	36,698
Acquisition of Fox Racing		11,400
Decrease in fair value		(27,118)
Payments made		(706)
Balance, March 31, 2023	$	20,274

Contingent consideration liabilities are reported under the following captions in the combined balance sheets:

	March 31,
	2023		2022
Other current liabilities	$	8,586	$	—
Other long-term liabilities		11,688		36,698
Total	$	20,274	$	36,698

Disclosures about the Fair Value of Financial Instruments

The carrying amount of our receivables, inventory, accounts payable and accrued liabilities as of March 31, 2023 and March 31, 2022 approximates fair value because of the short maturity of these instruments. The carrying values of cash and cash equivalents as of March 31, 2023 and March 31, 2022 are categorized within Level 1 of the fair value hierarchy.

We measure certain nonfinancial assets at fair value on a nonrecurring basis if certain indicators are present. These assets include long-lived assets that are written down to fair value when they are held for sale or determined to be impaired. See Note 2, Significant Accounting Policies, for further information on our accounting policies regarding long-lived assets. During the fourth quarter of fiscal year 2023, we recognized impairment losses of $248,254, $68,353, $12,349 and $3,799 related to the goodwill associated with the reporting units of Fox Racing, Simms Fishing, QuietKat and Stone Glacier, respectively. During the fourth quarter of fiscal year 2023, we recognized impairment losses of $21,200 and $20,400, related to the Fox Racing and Simms Fishing indefinite-lived tradename assets, respectively. The fair value of goodwill and intangible assets are categorized within Level 3 of the fair value hierarchy. See Note 11, Goodwill and Intangible Assets, for discussion and details of the impairment losses recorded in fiscal year 2023. During the fourth quarter of fiscal year 2023, we recognized impairment losses on ROU assets of $1,172 related to our restructuring plan. Significant assumptions were used to estimate fair value of the ROU assets, which was categorized within Level 3 of the fair value hierarchy.

4. Leases

We lease certain warehouse and distribution space, manufacturing space, office space, retail locations, equipment and vehicles. All of these leases are classified as operating leases. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. These rates are assessed on a quarterly basis. The operating lease assets also include any lease payments made less lease incentives. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For operating leases, expense is recognized on a straight-line basis over the lease term. Variable lease payments associated with our leases are recognized upon occurrence of the event, activity or circumstance in the lease agreement on which those payments are assessed. Tenant improvement allowances are recorded as leasehold improvements with an offsetting adjustment included in our calculation of its right-of-use asset.

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Many leases include one or more options to renew, with renewal terms that can extend the lease term up to five years. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term.

The amounts of assets and liabilities related to our operating leases were as follows.

		March 31,
	Balance Sheet Caption	2023		2022
Assets:
Operating lease assets	Operating lease assets	$	99,456	$	68,277
Liabilities:
Current:
Operating lease liabilities	Other current liabilities	$	14,010	$	8,893
Long-term:
Operating lease liabilities	Long-term operating lease liabilities		97,105		71,844
Total lease liabilities		$	111,115	$	80,737

The components of lease expense are recorded to cost of sales and selling, general and administration expenses in the combined statements of comprehensive income (loss). The components of lease expense were as follows:

	Years ended March 31,
	2023		2022
Fixed operating lease costs (1)	$	22,791	$	16,518
Variable operating lease costs		3,244		1,959
Operating and sublease income		(602)		(397)
Net lease costs	$	25,433	$	18,080

(1) Includes short-term leases, which are immaterial.

The weighted average remaining lease term and weighted average discount rate is as follows:

	March 31,
	2023		2022
Weighted Average Remaining Lease Term (Years):
Operating leases		10.13		9.21
Weighted Average Discount Rate:
Operating leases		8.48%		8.06 %

The approximate future minimum lease payments under operating leases were as follows:

Fiscal year 2024	$	22,591
Fiscal year 2025		17,217
Fiscal year 2026		15,974
Fiscal year 2027		14,962
Fiscal year 2028		14,075
Thereafter		86,104
Total lease payments		170,923
Less imputed interest		(59,808)
Present value of lease liabilities	$	111,115

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Supplemental cash flow information related to leases is as follows:

	Years ended March 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	19,146	$	14,257
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	44,995	$	16,545

5. Derivative Financial Instruments

Foreign Exchange Risk

In the normal course of business, we are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions of our international subsidiaries. We use designated cash flow hedges and non-designated hedges in the form of foreign currency forward contracts as part of our strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates and to mitigate the impact of foreign currency translation on transactions that are denominated primarily in British Pounds, Euros and Canadian Dollars.

Cash Flow Hedging Instrument

We use foreign currency forward contracts designated as qualifying cash flow hedging instruments to help mitigate our exposure on our foreign subsidiaries’ inventory purchases and intercompany transactions, which is different than their functional currency. Certain U.S. subsidiaries also hedge a portion of their future sales in Canadian Dollars. These contracts generally mature within 12 months to 15 months from their inception. As of March 31, 2023, the notional amounts of our foreign currency forward contracts designated as cash flow hedge instruments were approximately $40,615. The effectiveness of cash flow hedge contracts is assessed quantitatively at inception and qualitatively thereafter considering the transactions critical terms and counterparty credit quality.

As of March 31, 2023, net losses of $3,194 were recorded in accumulated other comprehensive income (loss) related to foreign currency forward contracts. Net losses of $588, $0 and $0 were reclassified from accumulated other comprehensive income (loss) to cost of sales for the fiscal years 2023, 2022 and 2021, respectively. All unrealized gains and losses as shown as of March 31, 2023 will be recognized in the combined statements of comprehensive income (loss) in cost of sales or other income, net within the next twelve months at their then-current value. The net liability related to the foreign forward contracts as of March 31, 2023 and March 31, 2022 was $3,252 and $0, respectively, and is recorded as part of other current liabilities.

Foreign Currency Forward Contracts Not Designated as Hedging Instruments

We have also used non-designated hedges to hedge a portion of U.S. subsidiary sales that are recorded in Canadian Dollars. These contracts generally mature within 12 months from inception. As of March 31, 2023, the notional amounts of our foreign currency forward contracts not designated as cash flow hedge instruments were approximately $2,840.

We record these derivatives on the balance sheet at fair value with changes in fair value recorded in the combined statements of comprehensive income (loss). Net gains of $875, $0 and $0 for the fiscal years ended 2023, 2022 and 2021, respectively, were recognized in the combined statements of comprehensive income (loss), as part of other income, net. The fair value of the foreign exchange forward contracts is $91 and is recorded as part of other current assets. In addition, during the fiscal years ended 2023, 2022 and 2021, we recognized net foreign currency translation gains of $1,249, $0 and $0, respectively.

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6. Revenue Recognition

The following tables disaggregates our net sales by primary product lines:

	Years ended March 31,
	2023		2022		2021
Outdoor Accessories (1)	$	305,521	$	454,973	$	412,786
Action Sports (2)		496,014		401,984		364,453
Golf (3)		235,825		186,065		98,543
Outdoor Recreation (4)		302,018		279,475		243,833
Total	$	1,339,378	$	1,322,497	$	1,119,615
Geographic Region
United States	$	947,892	$	992,706	$	881,398
Rest of the World		391,486		329,791		238,217
Total	$	1,339,378	$	1,322,497	$	1,119,615

(1) Includes the Outdoor Accessories brands.

(2) Includes the Action Sports brands.

(3) Includes Bushnell Golf and Foresight Sports brands.

(4) Includes the Hydration, Outdoor Cooking and Fishing operating segments and the Stone Glacier brand.

We sell our products in the U.S. and internationally. A majority of our sales are concentrated in the U.S. See Note 17, Operating Segment Information, for information on international revenues.

Product Sales

For the majority of our contracts with customers, we recognize revenue for our products at a point in time upon the transfer of control of the products to the customer, which typically occurs upon shipment and coincides with our right to payment, the transfer of legal title and the transfer of the significant risks and rewards of ownership of the product. For our contracts that include bundled hardware and software sales, revenue related to delivered hardware and bundled software is recognized when control has transferred to the customer, which typically occurs upon shipment. Revenue allocated to unspecified software update rights is deferred and recognized on a straight-line basis over the estimated period they are expected to be provided.

Typically, our contracts require customers to pay within 30-60 days of product delivery with a discount available to some customers for early payment. In some cases, we offer extended payment terms to customers. However, we do not consider these extended payment terms to be a significant financing component of the contract because the payment terms are less than a year.

In limited circumstances, our contract with a customer may have shipping terms that indicate a transfer of control of the products upon their arrival at the destination rather than upon shipment. In those cases, we recognize revenue only when the product reaches the customer destination, which may require us to estimate the timing of transfer of control based on the expected delivery date. In all cases, however, we consider our costs related to shipping and handling to be a cost of fulfilling the contract with the customer.

The total amount of revenue we recognize for the sale of our products reflects various sales adjustments for discounts, returns, refunds, allowances, rebates and other customer incentives. These sales adjustments can vary based on market conditions, customer preferences, timing of customer payments, volume of products sold and timing of new product launches. These adjustments require management to make reasonable estimates of the amount we expect to receive from the customer. We estimate sales adjustments by customer or by product category on the basis of our historical experience with similar contracts with customers, adjusted as necessary to reflect current facts and circumstances and our expectations for the future. Sales taxes, federal excise taxes and other similar taxes are excluded from revenue.

For the immaterial amount of our contracts that have multiple performance obligations, which represent promises within an arrangement that are distinct, we allocate revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). When available, we use observable prices to determine SSPs. When observable prices

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are not available, SSPs are established that reflect our best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. We allocate revenue and any related discounts to these performance obligations based on their relative SSPs.

Incentives in the form of cash paid to the customer (or a reduction of a customer cash payment to us) typically are recognized as a reduction of sales unless the incentive is for a distinct benefit that we receive from the customer, e.g., advertising or marketing.

We pay commissions to some of our employees based on agreed-upon sales targets. We recognize the incremental costs of obtaining a contract as an expense when incurred because our sales contracts with commissions are a year or less.

7. Acquisitions

Simms Fishing

During the second quarter of fiscal year 2023, we acquired Simms Fishing Products (“Simms”), a premium fishing brand and leading manufacturer of waders, outerwear, footwear and technical apparel. The results of this business are reported within the all other category of our operating segments. We accounted for the acquisition as a business combination using the acquisition method of accounting, and performed an allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. We finalized the purchase price allocation during the fourth quarter of fiscal year 2023, and no significant changes were recorded from the original estimation. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and synergies. Assembled workforce is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature. The acquisition is not significant to our combined financial statements and as such we have not included disclosures of the allocation of the purchase price or any pro forma information.

Fox Racing

During the second quarter of fiscal year 2023, we acquired Fox (Parent) Holdings, Inc. (“Fox Racing”), for a base purchase price of $540,000, subject to certain customary adjustments for cash and debt, transaction expenses and working capital. In connection with the acquisition, Vista Outdoor refinanced its existing asset-based revolving credit facility by obtaining a $600,000 senior secured asset-based revolving credit facility (the “2022 ABL Revolving Credit Facility”), and Vista Outdoor also obtained a $350,000 term loan (the “2022 Term Loan”). The proceeds of the 2022 Term Loan, together with the proceeds of a borrowing under the 2022 ABL Revolving Credit Facility, were used to finance the acquisition and to pay related fees and expenses. The agreement included up to an additional $50,000 of contingent consideration payable to the seller and certain individuals during the first quarter of fiscal year 2024 if Fox Racing achieves certain adjusted Earnings Before Interest, Tax, Depreciation, and Amortization (“EBITDA”) targets during the period beginning on January 1, 2022 and ending on December 31, 2022. The initial fair value of the contingent consideration was $11,400, and is included in the total purchase consideration below. See Note 3, Fair Value of Financial Instruments, for additional information related to the initial fair value calculation methodology and current fair value of the contingent consideration.

The results of this business are reported within the Action Sports segment. We accounted for the acquisition as a business combination using the acquisition method of accounting, and performed an allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. We finalized the purchase price allocation during the fourth quarter of fiscal year 2023, and no significant changes were recorded from the original estimation. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and synergies. Assembled workforce is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature.

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Fox Racing purchase price allocation:

	August 5, 2022
Cash consideration to the Seller	$	564,134
Fair value of contingent consideration payable		11,400
Total estimated purchase consideration	$	575,534
Fair value of assets acquired:
Accounts receivable	$	39,174
Inventories		96,142
Intangible assets		255,200
Property, plant, and equipment		23,570
Operating lease assets		16,078
Other current assets		17,145
Other long-term assets		5,347
Total assets		452,656
Fair value of liabilities assumed:
Accounts payable		18,584
Long-term operating lease liabilities		11,971
Deferred income taxes		55,488
Other liabilities		39,292
Other long-term liabilities		41
Total liabilities		125,376
Net assets acquired		327,280
Goodwill	$	248,254

	Value		Useful life (years)
Tradenames	$	106,200		Indefinite
Customer relationships		149,000		5 to 15

Fox Racing supplemental pro forma data:

Fox Racing’s net sales of $180,320 and net income of $4,183 since the acquisition date, August 5, 2022, were included in our combined results for the fiscal year ended March 31, 2023, and are reflected in the Action Sports segment.

The following unaudited pro forma financial information presents our results as if the Fox Racing acquisition had occurred on April 1, 2021:

	Years ended March 31,
	2023			2022
Sales, net	$	1,445,233		$	1,622,214
Net income (loss)		(323,959	)		66,061

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The unaudited supplemental pro forma data above includes the following significant non-recurring adjustments to net income (loss):

	Years ended March 31,
	2023			2022
Fees for advisory, legal, and accounting services (1)	$	(6,064	)	$	6,064
Inventory step-up, net (2)		(7,544	)	$	7,544
Interest (3)		(2,418	)		(6,149	)
Depreciation (4)		969			2,482
Amortization (5)		4,245			12,257
Management Fees (6)		(530	)		(1,413	)
Income tax provision (benefit) (7)		2,221			(4,487	)

(1) During the fiscal year ended March 31, 2023, we incurred a total of $6,064 in acquisition related costs, including legal and other professional fees, all of which were reported in selling, general, and administrative expense in the combined statements of comprehensive income (loss). This adjustment is to show the results as if those fees were incurred during the first quarter of fiscal year 2022.

(2) Adjustment reflects the increased cost of goods sold expense resulting from the fair value step-up in inventory, which was expensed over inventory turns.

(3) Adjustment for interest expense recorded by Fox Racing prior to acquisition.

(4) Adjustment for depreciation related to the revised fair-value basis of the acquired property, plant and equipment and change in estimated useful lives.

(5) Adjustment for amortization of acquired intangible assets.

(6) Represents an adjustment for management fees historically charged by the previous owner of Fox Racing under the terms of their management agreement.

(7) Income tax effect of the adjustments made at a blended federal, state and international statutory rate adjusted for any non-deductible acquisition costs.

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or of our future combined results of operations. The pro forma financial information presented above has been derived from our historical combined financial statements and from the historical accounting records of Fox Racing.

Stone Glacier

During the fourth quarter of fiscal year 2022, we acquired Stone Glacier, a premium brand focused on ultralightweight, performance hunting gear designed for backcountry use. The addition of Stone Glacier allows us to enter the packs, camping equipment and technical apparel categories with a fast-growing brand and provides a foundation for us to leverage camping category synergies. The results of this business are reported within the all other category of our operating segments. Contingent consideration with an initial fair value of $9,939 was included in the purchase price. See Note 3, Fair Value of Financial Instruments, for information related to the fair value calculation. We accounted for the acquisition as a business combination using the acquisition method of accounting, and performed an allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. We finalized the purchase price allocation during the fourth quarter of fiscal year 2023, and no significant changes were recorded from the original estimation. The acquisition is not significant to our combined financial statements and as such we have not included disclosures of the allocation of the purchase price or any pro forma information.

Fiber Energy Products

During the third quarter of fiscal year 2022, we acquired Fiber Energy Products, a leader in all-natural wood grilling pellets. This strategic transaction secures a continuous supply of pellets for our Camp Chef business and expands our revenue in a consumable category. The results of this business are reported within the all other category of our operating segments. Contingent consideration with an initial fair value of $3,625 was included in the purchase price. See Note 3, Fair Value of Financial Instruments, for more information related to the fair value calculation. We accounted for the acquisition as a business combination using the acquisition method of accounting, and performed an allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair values of acquired assets and liabilities assumed represent management’s estimate of fair value. We finalized the

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purchase price allocation during the fourth quarter of fiscal year 2022. The acquisition is not significant to our combined financial statements and as such we have not included disclosures of the allocation of the purchase price or any pro forma information.

Foresight Sports

During the third quarter of fiscal year 2022, we acquired Foresight, a leading designer and manufacturer of golf performance analysis, entertainment and game enhancement technologies for approximately $470,772. The purchase agreement includes $5,599 related to employee retention payments, which will be accounted for separately from the business combination as post combination compensation expense. Contingent payments of up to $25,000 if certain net sales targets are met will also be accounted for separately from the business combination as post combination compensation expense. The results of this business are reported within the Performance Sports segment.

Foresight’s net sales of $61,173 and net income of $18,423 since the acquisition date, September 28, 2021, through March 31, 2022, are included in our combined results and are reflected in the Performance Sports segment.

We accounted for the acquisition as a business combination using the acquisition method of accounting. The purchase price allocation below was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. We finalized the purchase price allocation during the third quarter of fiscal year 2023, and no significant changes were recorded from the original estimation. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and synergies. Assembled workforce is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature. The goodwill is deductible for tax purposes.

Foresight preliminary purchase price allocation:

	September 28, 2021
Total consideration transferred	$	470,772
Fair value of assets acquired:
Accounts receivable	$	2,806
Inventories		10,780
Intangible assets		131,500
Property, plant, and equipment		1,870
Operating lease assets		6,506
Other assets		2,006
Total assets		155,468
Fair value of liabilities assumed:
Accounts payable		6,177
Customer deposits		2,084
Long-term operating lease liabilities		5,961
Contract liabilities		2,992
Other liabilities		1,729
Other long-term liabilities		9,182
Total liabilities		28,125
Net assets acquired		127,343
Goodwill	$	343,429

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Foresight intangible assets above include:

	Value		Useful life (years)
Trade names	$	42,500		20
Patented technology		19,900		5 to 10
Customer relationships		69,100		5 to 15

Foresight supplemental pro forma data:

The following unaudited pro forma financial information presents our results as if the Foresight acquisition had been completed on April 1, 2020:

	Years ended March 31,
	2022		2021
Sales, net	$	1,366,096	$	1,190,506
Net income		90,397		118,756

The unaudited supplemental pro forma data above includes the following significant non-recurring adjustments to net income:

	Years ended March 31,
	2022			2021
Fees for advisory, legal, and accounting services (1)	$	(3,080	)	$	3,080
Inventory step-up, net (2)		(1,247	)	$	1,247
Depreciation & amortization (3) (4)		4,961			8,122
Income tax provision (5)		3,368			3,507

(1) During the fiscal year ended March 31, 2022, we incurred a total of $3,080 in acquisition related costs, including legal and other professional fees, related to the acquisition, all of which were reported in selling, general, and administrative expense in the combined statements of comprehensive income (loss). This adjustment is to show the results as if those fees were incurred during the first quarter of fiscal 2021.

(2) Adjustment reflects the increased cost of goods sold expense resulting from the fair value step-up in inventory which was expensed in full during the third quarter of fiscal year 2022. This adjustment is to show the results as if that expense was incurred during the first quarter of fiscal 2021.

(3) Adjustment for depreciation related to the revised fair-value basis of the acquired property, plant and equipment and change in estimated useful lives.

(4) Adjustment for amortization of acquired intangible assets.

(5) Income tax effect of the adjustments made at a blended federal and state statutory rate including the impact of the valuation allowance.

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or of our future combined results of operations. The pro forma financial information presented above has been derived from our historical combined financial statements and from the historical accounting records of Foresight.

QuietKat

During the first quarter of fiscal year 2022, we acquired QuietKat, an electric bicycle company that specializes in designing, manufacturing, and marketing rugged, all-terrain e-bikes. The results of this business are reported within the Action Sports segment. We accounted for the acquisition as a business combination using the acquisition method of accounting, and performed an allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. We finalized the purchase price allocation during the first quarter of fiscal year 2023 and no significant changes were recorded from the original estimation. Contingent consideration with an initial fair value of $22,400 was included in the purchase price. See Note 3, Fair Value of Financial Instruments, for information related to the fair value calculation. In addition to the consideration we paid at closing, $13,000 was paid to key members of QuietKat management and is considered compensation that will be expensed over approximately

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three years, provided the key members continue their employment with us through the respective milestone dates. The acquisition is not significant to our combined financial statements and as such we have not included disclosures of the allocation of the purchase price or any pro forma information.

8. Receivables

Our trade accounts receivables are recorded at net realizable value, which includes an appropriate allowance for estimated credit losses as described in Note 2, Significant Accounting Policies. We maintain an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of our customers to make required payments. We estimate the allowance based upon historical bad debts, current customer receivable balances, age of customer receivable balances and the customers’ financial condition, and in relation to a representative pool of assets consisting of a large number of customers with similar risk characteristics. The allowance is adjusted as appropriate to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions. Receivables that do not share risk characteristics are evaluated on an individual basis, including those associated with customers that have a higher probability of default.

Net receivables are summarized as follows:

	March 31,
	2023		2022
Trade receivables	$	204,591	$	208,059
Other receivables		6,215		11,343
Less: allowance for estimated credit losses and discounts		(8,958)		(5,383)
Net receivables	$	201,848	$	214,019

Walmart represented 14% of total trade receivables in fiscal year 2023 and no customer represented more than 10% of total trade receivables balance in fiscal year 2022.

The following provides a reconciliation of the activity related to the allowance for estimated credit losses and discounts for the periods presented:

Balance, March 31, 2021	$	5,444
Provision for credit losses		840
Write-off of uncollectible amounts, net of recoveries		(901)
Balance, March 31, 2022	$	5,383
Provision for credit losses		1,425
Write-off of uncollectible amounts, net of recoveries		(259)
Purchase accounting (Note 7)		2,409
Balance, March 31, 2023	$	8,958

9. Inventories

Net inventories consist of the following:

	March 31,
	2023		2022
Raw materials	$	70,567	$	64,414
Work in process		13,263		12,464
Finished goods		319,809		266,699
Net inventories	$	403,639	$	343,577

We consider inventories to be long-term if they are not expected to be sold within one year. Long-term inventories are presented on the balance sheet net of reserves within deferred charges and other non-current assets and totaled $45,929 and $14,662 as of March 31, 2023 and 2022, respectively.

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10. Property, Plant, and Equipment

Property, plant, and equipment is stated at cost and depreciated over estimated useful lives using a straight-line method. Machinery and equipment are depreciated over 1 to 10 years and buildings and improvements are depreciated over 1 to 30 years. Depreciation expense was $19,158, $15,930 and $18,071 in fiscal years 2023, 2022 and 2021, respectively.

We review property, plant, and equipment for impairment when indicators of potential impairment are present. When such impairment is identified, it is recorded as a loss in that period. Maintenance and repairs are charged to expense as incurred. Major improvements that extend useful lives are capitalized and depreciated. The cost and accumulated depreciation of property, plant, and equipment retired or otherwise disposed of are removed from the related accounts, and any residual values are charged or credited to income.

Property, plant, and equipment consists of the following:

	March 31,
	2023		2022
Land	$	2,213	$	2,183
Buildings and improvements		27,812		15,914
Machinery and equipment		195,704		189,880
Property not yet in service		7,945		4,888
Gross property, plant, and equipment		233,674		212,865
Less: accumulated depreciation		(162,330)		(159,850)
Net property, plant, and equipment	$	71,344	$	53,015

11. Goodwill and Intangible Assets

The change in the carrying value of goodwill was as follows:

	Performance Sports		Action Sports		All Other		Total
Balance, March 31, 2021	$	—	$	—	$	—	$	—
Acquisitions		343,429		12,349		39,973		395,751
Balance, March 31, 2022	$	343,429	$	12,349	$	39,973	$	395,751
Acquisitions		—		248,254		68,353		316,607
Impairment		—		(260,603)		(72,152)		(332,755)
Balance, March 31, 2023	$	343,429	$	—	$	36,174	$	379,603

The increases in goodwill in fiscal years 2023 and 2022 were due to acquisitions. See Note 7, Acquisitions, for details of our acquisitions during fiscal years 2023 and 2022. The decrease in fiscal year 2023 was due to an impairment charge of $332,755 recognized in the fourth fiscal quarter of fiscal year 2023. As of March 31, 2023 there were $559,826, $444,185 and $322,951 of accumulated impairment losses, related to the Performance Sports and Action Sports reportable segments, and our all other category of our operating segments, respectively. As of March 31, 2022 there were $559,826, $183,582 and $250,799 of accumulated impairment losses related to the Performance Sports and Action Sports reportable segments, and our all other category of our operating segment, respectively.

Fiscal year 2023 assessment

We performed our annual testing of goodwill in accordance with our accounting policies described in Note 2, Significant Accounting Policies. To perform the annual quantitative goodwill impairment testing, we prepared valuations of our reporting units using both an income and market approach, which were compared with the respective carrying values of the reporting units to determine whether any goodwill impairment existed.

The decline in fair value of our reporting units was significantly impacted by a sudden decline in the demand for products related to certain of our recent acquisitions, which resulted in lower forecasted revenues, operating margins and operating cash flows as compared to our valuation at acquisition date. Our estimates of the fair values of the reporting units were also influenced by higher discount rates in the income-based valuation approach as a result of increasing market to equity risk premiums, company specific risk premiums and higher treasury rates, since the acquisition dates. The weighted

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average cost of capital used in the goodwill impairment testing ranged between 10.5% and 14.0%, which was derived from the financial structures of comparable companies corresponding to the industry of each reporting unit.

As a result, we recognized impairment losses equal to the full carrying value of goodwill of $248,254, $68,353 and $12,349 allocated to the reporting units of Fox Racing, Simms Fishing and QuietKat, respectively, and partial goodwill impairment charges of $3,799 related to our Stone Glacier reporting unit. We determined that the goodwill relating to our other reporting units was not impaired as the fair value exceeded the carrying value. Our Golf, Stone Glacier and Outdoor Cooking reporting units comprise our remaining goodwill at March 31, 2023. As of the fiscal year 2023 annual testing measurement date, the fair value of our Stone Glacier and Outdoor Cooking reporting units was less than 10% higher than their carrying values.

Before completing our goodwill impairment test, we first tested our indefinite-lived intangible assets. We performed a step zero analysis on four of our indefinite-lived tradenames. We performed a step one analysis on our remaining indefinite-lived tradenames, which resulted in impairment losses of $21,200 and $20,400, related to the Fox Racing and Simms Fishing indefinite-lived tradename assets, respectively. We determined the fair value of the indefinite-lived tradenames related to our Bell Cycling and Giro tradenames was greater or equal to the carrying value, and no impairment was recorded. The carrying value of the indefinite-lived intangible assets related to Fox Racing and Simms Fishing after the impairment was $85,000 and $30,000, respectively, at March 31, 2023. We determined the fair value of our Fox Racing, Simms Fishing, Bell Cycling and Giro indefinite-lived tradenames using royalty rates of 3.0%, 3.0%, 1.5% and 1.5%, respectively.

Net intangibles consisted of the following:

	March 31,
	2023						2022
	Gross carrying amount		Accumulated amortization		Total		Gross carrying amount		Accumulated amortization		Total
Trade names		$        112,715		$          (30,675)		$          82,040		$        112,715		$          (23,663)		$          89,052
Patented technology		36,207		(15,897)		20,310		36,207		(12,926)		23,281
Customer relationships and other		527,938		(150,946)		376,992		325,867		(117,476)		208,391
Total		676,860		(197,518)		479,342		474,789		(154,065)		320,724
Non-amortizing trade names		195,274		—		195,274		80,273		—		80,273
Net intangible assets		$        872,134		$        (197,518)		$        674,616		$        555,062		$        (154,065)		$        400,997

The amortizable intangible assets in the table above are being amortized using a straight-line method over a weighted average remaining period of approximately 12.1 years.

Amortization expense related to these assets was $43,725, $26,007 and $19,732 in fiscal years 2023, 2022 and 2021, respectively, which is included within cost of sales. We expect amortization expense related to these assets in each of the next five fiscal years and beyond to be incurred as follows:

Fiscal year 2024	$	50,367
Fiscal year 2025		50,349
Fiscal year 2026		47,339
Fiscal year 2027		45,889
Fiscal year 2028		40,719
Thereafter		244,679
Total	$	479,342

12. Other Current Liabilities and Restructuring

There are no individually significant categories of other current liabilities over 5% of current liabilities.

We provide consumer warranties against manufacturing defects on certain products with warranty periods ranging from one year to the expected lifetime of the product. The estimated costs of such product warranties are recorded at the time the sale is recorded based upon actual past experience, our current production environment as well as specific and identifiable warranties as applicable. The warranty liability recorded at each balance sheet date reflects the estimated liability for warranty coverage for products delivered based on historical information and current trends.

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The following is a reconciliation of the changes in our product warranty liability during the periods presented:

Balance as of March 31, 2021	$	8,686
Payments made		(4,169)
Warranties issued		4,479
Changes related to pre-existing warranties and other adjustments		77
Balance as of March 31, 2022	$	9,073
Payments made		(4,676)
Warranties issued		4,827
Changes related to pre-existing warranties and other adjustments		328
Balance as of March 31, 2023	$	9,552

Restructuring

In the fourth quarter of fiscal year 2023, a restructuring plan earnings improvement program was initiated, which includes severance and asset impairments related to product line reassessments, office closures and headcount reductions across our brands and corporate teams. We recorded $11,628 of restructuring charges for the fiscal year ended March 31, 2023. The restructuring charges are included in selling, general, and administrative expenses in our combined statements of comprehensive income (loss), and are as follows:

	For the year ended March 31, 2023
Other asset impairments	$	5,220
Employee severance and related expenses		4,565
ROU asset impairments		1,172
Impairment on technology assets		671
Total	$	11,628

• Other asset impairments related to non-refundable deposits on contracts and capitalized costs on projects abandoned due to product line reassessments.

• Employee costs including severance payments and benefits were recorded for the reduction in workforce across our brands and corporate teams. As of March 31, 2023, $4,565 of employee related costs were included in other current liabilities on the combined balance sheets.

• ROU asset impairments were recorded based on the approved plan to reduce distribution space permanently and abandon equipment leases related to product line reassessments. Significant assumptions used to estimate fair value of the ROU assets were the current economic environment, real estate market conditions and general market participant assumptions.

• Technology assets were fully impaired on the cease use date in conjunction with internal projects abandoned due to the restructuring.

There were no other liabilities related to the restructuring plan as of March 31, 2023, except the employee costs described above.

13. Employee Benefit Plans

Defined Benefit Plan

Certain of the Company’s employees participate in a defined benefit plan sponsored by Vista Outdoor (the “Plan”), which include participants of other Vista Outdoor operations that are accounted for by Vista Outdoor in accordance with accounting guidance for defined benefit pension plans. Accordingly, net periodic pension expense for Company employees is allocated to the Company based upon the number of Company participants in the Plan and reported in the combined statements of comprehensive income (loss). The Company does not record an asset or liability to recognize the funded or unfunded status of the Plan. Net periodic pension expense for these employees is recorded within cost of sales and selling, general and administrative expenses in the combined statements of comprehensive income (loss). During the fiscal years ended March 31, 2023, 2022 and 2021, pension cost allocated to the Company was immaterial in all periods.

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Vista Outdoor’s net periodic pension expense and obligations are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and long-term return on plan assets, retirement rates, mortality rates and other factors. Vista Outdoor’s selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation, as well as independent studies of trends performed by actuaries. However, actual results may differ substantially from the estimates that were based on the critical assumptions. Actual results that differ from Vista Outdoor’s assumptions are accumulated and amortized over future periods and, therefore, generally affect Vista Outdoor’s recognized expense in such future periods. While Vista Outdoor management believes that the assumptions used are appropriate, significant differences in actual experience or significant changes in assumptions would affect Vista Outdoor’s net periodic pension expense and obligations. Furthermore, the assumptions used by Vista Outdoor may not be indicative of assumptions which the Company would have made on a standalone basis.

Share-Based Compensation

Total share-based compensation cost and the associated income tax benefits recognized in the combined statements of comprehensive income (loss) were as follows:

Of the total share-based compensation cost recognized in the fiscal years ended March 31, 2023, 2022 and 2021, $4,174, $3,907 and $1,686, respectively, related directly to Company employees and $9,107, $8,730 and $4,976, respectively, related to allocations of Vista Outdoor’s corporate and shared employee share-based compensation expenses.

At March 31, 2023, there are no share-based compensation arrangements for Company employees which have not been recognized. This amount will be recognized in expense over a weighted-average period of 0 years.

14. Income Taxes

Income (loss) before income taxes is as follows:

	Years ended March 31,
	2023		2022		2021
Current:
U.S.	$	(372,011)	$	100,927	$	97,984
Non-U.S.		6,169		1,495		1,463
Income (loss) before income taxes	$	(365,842)	$	102,422	$	99,447

Our income tax (provision) benefit consists of:

	Years ended March 31,
	2023		2022		2021
Current:
Federal	$	(7,362)	$	(7,188)	$	(1,103)
State		(1,034)		(7,647)		(4,773)
Non-US		(2,367)		(1,043)		(160)
Deferred:
Federal		34,810		(7,922)		8,224
State		4,002		(470)		4,509
Non-US		1,132		225		246
Income tax (provision) benefit	$	29,181	$	(24,045)	$	6,943

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The items responsible for the differences between the federal statutory rate and our effective rate are as follows:

	Years ended March 31,
	2023		2022		2021
Statutory federal income tax rate		21.0%		21.0%		21.0%
State income taxes, net of federal impact		0.8%		4.0%		4.7%
Nondeductible goodwill impairment		(15.3)%		—%		—%
Change in tax contingency		(0.4)%		0.4%		(4.6)%
Valuation allowance		—%		—%		(25.9)%
Foreign Derived Intangible Income		—%		(3.1)%		(1.6)%
Other		1.9%		1.2%		(0.6)%
Effective income tax rate		8.0%		23.5%		(7.0)%

The effective tax rate for the current year differs from the federal statutory rate of 21% primarily due to the impact of nondeductible impairment of goodwill.

The current year decrease in the effective tax rate as compared to the prior year is primarily due to the impact of nondeductible impairment of goodwill.

Deferred income taxes arise because of differences in the timing of the recognition of income and expense items for financial statement reporting and income tax purposes. The net effect of these temporary differences between the carrying amounts of assets and liabilities are classified in the combined balance sheets as non-current assets or liabilities. As of March 31, 2023 and 2022, the components of deferred tax assets and liabilities were as follows:

	March 31,
	2023			2022
Deferred tax assets:
Inventories	$	12,925		$	2,598
Accounts receivable		4,170			3,763
Accruals for employee benefits		4,576			1,841
Other reserves		2,488			2,160
Loss and credit carryforwards		7,053			2,491
Nondeductible interest		1,076			—
Operating lease liabilities		24,535			17,149
Other		1,173			992
Total deferred tax assets		57,996			30,994
Valuation allowance		(51	)		(51)
Total net deferred assets		57,945			30,943
Deferred tax liabilities:
Intangible assets		(54,884	)		(21,784)
Property, plant, and equipment		(7,505	)		(4,953)
Operating lease assets		(23,233	)		(15,604)
Total deferred tax liabilities		(85,622	)		(42,341)
Net deferred income tax liability	$	(27,677	)	$	(11,398)

As of March 31, 2023, our deferred tax assets were primarily the result of inventories and other deferred tax assets and our deferred tax liabilities were primarily the result of intangible assets.

As of March 31, 2023, there are federal, foreign and state net operating loss and credit carryovers of $7,053, which, if unused, will expire in years March 31, 2024 through March 31, 2044. The carryforwards expiring in fiscal year 2024 are not material.

We have valuation allowances on certain deferred tax assets of $51 and $51 at March 31, 2023 and 2022, respectively. There was no change in the valuation allowance from fiscal year end 2022 to fiscal year end 2023.

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We have outside basis differences from foreign subsidiaries for which no deferred tax liability has been recorded, as we intend to indefinitely reinvest these balances. Determination of the amount of any unrecognized deferred income tax liability on the temporary difference for these indefinitely reinvested undistributed earnings is not practicable.

Income taxes paid, net of refunds, totaled $647 and $883 in fiscal year 2023 and fiscal year 2022, respectively.

As of March 31, 2023 and 2022, unrecognized tax benefits, including interest and penalties, that have not been recorded in the combined financial statements amounted to $13,120 and $11,060, respectively. Of these amounts, inclusive of interest and penalties, $11,673 and $10,099, respectively, would affect the effective tax rate. It is expected that a $5,720 reduction of the liability for unrecognized tax benefits will occur in the next 12 months.

We have classified uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows:

	Years ended March 31,
	2023		2022		2021
Unrecognized Tax Benefits—beginning of period	$	9,907	$	9,940	$	14,038
Gross increases—tax positions in prior periods		—		152		2,713
Gross decreases—tax positions in prior periods		—		—		—
Gross increases—current-period tax positions		1,146		3,283		1,296
Gross decreases—current-period tax positions		—		—		—
Settlements		—		—		—
Lapse of statute of limitations		—		(3,468)		(8,107)
Unrecognized Tax Benefits—end of period	$	11,053	$	9,907	$	9,940

We report income tax-related interest income within the income tax provision. Penalties and tax-related interest expense are also reported as a component of the income tax provision. As of March 31, 2023 and 2022, $892 and $238 of income tax-related interest and $1,175 and $916 of penalties were included in accrued income taxes, respectively. As of March 31, 2023, 2022 and 2021, our current tax provision included $873, $443 and $(516), respectively, of expense related to interest and penalties.

15. Commitments and Contingencies

We lease certain warehouse, distribution and office facilities, vehicles and office equipment under operating leases. These operating lease liabilities represent commitments for minimum lease payments under non-cancelable operating leases in the amount of $170,923. See Note 4, Leases.

As of March 31, 2023, we have known purchase commitments of $159,913 which are defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

The debt and related interest expense of Vista Outdoor has not been allocated to the Company, wholly or in part, for any of the periods. See Note 2, Significant Accounting Policies. As of March 31, 2023, Vista Outdoor had outstanding long-term debt of $1,060,000 through its 2022 ABL Revolving Credit Facility (“ABL Facility”), 2022 Term Loan (“Tern Loan”) and 4.5% Notes (“Notes”). The Company and its domestic subsidiaries, together with substantially all domestic subsidiaries of Vista Outdoor, guarantee on a secured basis, jointly and severally and fully and unconditionally, the ABL Facility and Term Loan of Vista Outdoor. Under the Notes obligation, the Company, together with Vista Outdoor’s existing and future domestic subsidiaries that guarantee the ABL Facility, Term Loan or other indebtedness in an aggregate principal amount in excess of $75,000, fully and unconditionally guarantees, jointly and severally, the Notes. The ABL Facility matures on March 31, 2026, the Term Loan matures on August 8, 2024 and the Notes mature in 2029.

Litigation

From time to time, we are subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of our business. We do not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our operating results, financial position or cash flows.

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16. Related Party Transactions

The combined financial statements have been prepared on a carve-out basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. The following discussion summarizes activity between the Company and Vista Outdoor.

Allocation of General Corporate Expenses

The combined statements of comprehensive income (loss) includes expenses for certain centralized functions and other programs provided and administered by Vista Outdoor that are charged directly to the Company. In addition, for purposes of preparing the combined financial statements on a carve-out basis, we have allocated a portion of Vista Outdoor total corporate expense to the Company. See Note 2, Significant Accounting Policies, for a discussion of the methodology used to allocate corporate-related costs for purposes of preparing these financial statements on a carve-out basis.

Related Party Sales

For the fiscal years ended March 31, 2023, 2022 and 2021, the Company sold products to other Vista Outdoor businesses in the amount of $17,502, $15,767 and $13,847, respectively, which is included in net sales in the combined statements of comprehensive income (loss).

Share-Based Compensation

Total share-based compensation consists of the following:

	Years ended March 31,
	2023		2022		2021
Total share-based compensation expense (included in selling, general and administrative)	$	13,281	$	12,637	$	6,662
Income tax benefits related to share based compensation		1,422		1,715		733

Net Transfers To and From Vista Outdoor

Net transfers (to) from Parent are included within Parent Company Investment on the combined statements of parent company equity. The components of the net transfers (to) from Vista Outdoor for the years ended March 31, 2023, 2022 and 2021 are as follows:

	Years ended March 31,
	2023		2022		2021
General financing activities	$	682,747	$	543,714	$	(191,014)
Corporate allocations		35,773		50,094		31,488
Share-based compensation		13,281		12,637		6,662
Total net transfers (to) from Parent	$	731,801	$	606,445	$	(152,864)

17. Operating Segment Information

We organize our five operating segments based on product lines. These operating segments have been aggregated into two reportable segments: Performance Sports and Action Sports, based on how our chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and makes decisions.

Our Performance Sports reportable and operating segment includes the product lines of launch monitors, laser rangefinders, GPS devices, golf simulators, sport optics and archery and hunting accessories.

Our Action Sports reportable and operating segment includes the primary product lines of e-bikes, helmets, goggles and accessories for cycling, snow sports, motocross and power sports.

Three of our operating segments did not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in ASC 280, Segment Reporting. Therefore, results for these operating segments are included in the columns labeled “All other” in the tables below for all periods presented. The primary revenues of this category, which is referred to elsewhere in this document as “Outdoor Recreation”, are derived from the product lines of hydration packs, water bottles, drinkware and coolers related to our Hydration operating segment, from pellet grills, pellets, cookware and camp

F-31

stoves related to our Outdoor Cooking operating segment, from packs, camping equipment and technical apparel related to our Stone Glacier brand and from waders, sportswear, outerwear, footwear and fishing tools and accessories related to our Fishing segment.

Our CODM relies on internal management reporting that analyzes our operating segment’s operating income. Certain corporate-related costs and other non-recurring costs are not allocated to the segments in order to present comparable results from period to period and are not utilized by management in determining segment profitability. As segment assets are not reported to or used by the CODM to measure business performance or allocate resources, total segment assets are not presented below.

No one customer contributed to more than 10% of sales during fiscal year 2023. Walmart contributed 10% and 12% of sales during fiscal years 2022 and 2021, respectively.

Our sales to foreign customers were $391,486, $329,791 and $238,217 in fiscal years 2023, 2022 and 2021, respectively. Sales to Canada accounted for 6% and 6% of our sales in fiscal years 2023 and 2022, respectively. No individual country outside the U.S. accounted for more than 5% of our sales in fiscal year 2021.

The following summarizes our results by segment:

	Year ended March 31, 2023
	Performance Sports		Action Sports			All other		Segment totals		Corporate and other reconciling items (a)			Consolidated total
Sales, net	$	541,999	$	495,862		$	301,517	$	1,339,378	$	—		$	1,339,378
Gross Profit		177,464		127,206			81,649		386,319		(9,528	)		376,791
Operating income (loss)	$	59,883	$	(2,073	)	$	3,268	$	61,078	$	(429,217	)	$	(368,139	)
Other income, net											2,124			2,124
Interest income, net											173			173
Loss before income taxes	$	59,883	$	(2,073	)	$	3,268	$	61,078	$	(426,920	)	$	(365,842	)
Capital expenditures	$	2,952	$	6,670		$	3,250	$	12,872	$	—		$	12,872
Depreciation and amortization		22,766		25,205			14,857		62,828		55			62,883

(a) includes corporate general and administrative expenses of $52,422 plus other non-recurring costs that are not allocated to the segments in order to present comparable results as presented to the CODM. Reconciling items in fiscal year 2023 included inventory fair value step-up expenses related to the Fox Racing and Simms acquisitions of $9,528, goodwill and intangibles impairment of $374,355, restructuring expense of $8,209, transition expense of $4,960, post-acquisition compensation expense of $6,863 allocated from the businesses acquired, and non-cash income for the change in the estimated fair value of the contingent consideration payable of $27,120 related to our acquisitions.

F-32

	Year ended March 31, 2022
	Performance Sports		Action Sports		All other		Segment totals		Corporate and other reconciling items (a)			Consolidated total
Sales, net	$	641,031	$	401,984	$	279,482	$	1,322,497	$	—		$	1,322,497
Gross Profit		217,482		104,476		77,489		399,447		(1,991	)		397,456
Operating income (loss)	$	113,042	$	34,925	$	16,527	$	164,494	$	(62,073	)	$	102,421
Interest income, net										1			1
Income (loss) before income taxes	$	113,042	$	34,925	$	16,527	$	164,494	$	(62,072	)	$	102,422
Capital expenditures	$	3,706	$	5,908	$	3,485	$	13,099	$	—		$	13,099
Depreciation and amortization		17,934		11,874		10,083		39,891		2,046			41,937

(a) includes corporate general and administrative expenses of $49,327 plus other non-recurring costs that are not allocated to the segments in order to present comparable results as presented to the CODM. Reconciling items in fiscal year 2022 included inventory fair value step-up expenses related to the Stone Glacier and Foresight acquisitions of $1,991, transition expense of $1,034, post-acquisition compensation expense of $8,987 allocated from the businesses acquired, and non-cash expense for the change in the estimated fair value of the contingent consideration payable of $734 related to our QuietKat acquisition.

	Year ended March 31, 2021
	Performance Sports		Action Sports		All other		Segment totals		Corporate and other reconciling items (a)			Consolidated total
Sales, net	$	511,328	$	364,453	$	243,834	$	1,119,615	$	—		$	1,119,615
Gross Profit		146,663		100,666		74,094		321,423		—			321,423
Operating income (loss)		72,317		38,099		27,526	$	137,942	$	(38,500	)	$	99,442
Interest income, net										5			5
Income (loss) before income taxes	$	72,317	$	38,099	$	27,526	$	137,942	$	(38,495	)	$	99,447
Capital expenditures	$	4,159	$	4,226	$	1,978	$	10,363	$	—		$	10,363
Depreciation and amortization		14,193		11,917		9,479		35,589		2,214			37,803

(a) includes corporate general and administrative expenses of $38,157 plus other non-recurring costs that are not allocated to the segments in order to present comparable results as presented to the CODM. Reconciling items in fiscal year 2021 included transition expense of $343.

Sales, net exclude all intercompany sales between all reporting segments, which were not material for any of the fiscal years presented.

F-33

UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS

OUTDOOR PRODUCTS SPINCO INC.

CONDENSED COMBINED BALANCE SHEETS

(unaudited)

(amounts in thousands)	June 25, 2023		March 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	30,409	$	15,541
Net receivables		221,315		201,848
Net inventories		383,335		403,639
Prepaid expenses		29,320		36,850
Other current assets		6,150		5,743
Total current assets		670,529		663,621
Net property, plant and equipment		69,019		71,344
Operating lease assets		100,230		99,456
Goodwill		379,603		379,603
Net intangible assets		662,027		674,616
Other non-current assets, net		69,403		61,886
Total assets	$	1,950,811	$	1,950,526
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	98,369	$	66,606
Accrued compensation		23,807		24,549
Accrued income taxes		2,109		2,214
Sales and other taxes payable		12,785		13,002
Other current liabilities		112,912		97,221
Total current liabilities		249,982		203,592
Deferred income tax liabilities		28,193		27,677
Long-term operating lease liabilities		97,986		97,105
Other long-term liabilities		27,981		36,486
Total liabilities		404,142		364,860
Commitments and contingencies (Note 15)
Parent company equity
Parent company investment		1,553,469		1,593,826
Accumulated other comprehensive loss		(6,800)		(8,160)
Total parent company equity		1,546,669		1,585,666
Total liabilities and parent company equity	$	1,950,811	$	1,950,526

See Notes to the Condensed Combined Financial Statements.

F-34

OUTDOOR PRODUCTS SPINCO INC.

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

	Three months ended
(Amounts in thousands)	June 25, 2023		June 26, 2022
Sales, net (including related-party sales of $4,845 and $4,355 for the three months ended June 25, 2023 and June 26, 2022, respectively)	$	321,443	$	296,339
Cost of sales		226,717		203,831
Gross profit		94,726		92,508
Operating expenses:
Research and development		10,364		6,126
Selling, general and administrative		89,659		74,676
Operating income (loss)		(5,297)		11,706
Other expense, net (Note 5)		(541)		—
Interest income, net		42		—
Income (loss) before income taxes		(5,796)		11,706
Income tax benefit (provision)		438		(2,556)
Net income (loss)	$	(5,358)	$	9,150
Net income (loss) (from above)	$	(5,358)	$	9,150
Other comprehensive income (loss), net of tax:
Change in derivative instruments, net of tax benefit (expense) of $(222) and $0		696		—
Change in cumulative translation adjustment		664		(527)
Total other comprehensive income (loss)		1,360		(527)
Comprehensive income (loss)	$	(3,998)	$	8,623

See Notes to the Condensed Combined Financial Statements.

F-35

OUTDOOR PRODUCTS SPINCO INC.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended
(Amounts in thousands)	June 25, 2023		June 26, 2022
Operating Activities
Net income (loss)	$	(5,358)	$	9,150
Adjustments to net income (loss) to arrive at cash provided by operating activities:
Depreciation		4,956		3,926
Amortization of intangible assets		12,648		7,977
Deferred income taxes		516		476
Foreign currency translation gains, net		(1,272)		—
(Gain) loss on disposal of property, plant and equipment		(60)		138
Share-based compensation		1,723		3,435
Changes in assets and liabilities:
Net receivables		(19,291)		(9,304)
Net inventories		14,310		(45,792)
Prepaid expenses		7,530		(224)
Accounts payable		31,967		10,834
Accrued compensation		(742)		(10,629)
Accrued income taxes		(105)		478
Sales and other taxes payable		(217)		642
Other assets and liabilities		16,462		14,500
Cash provided by (used for) operating activities		63,067		(14,393)
Investing Activities
Capital expenditures		(3,445)		(2,515)
Proceeds from the disposition of property, plant and equipment		120		43
Cash used for investing activities		(3,325)		(2,472)
Financing Activities
Net transfers from Parent		(36,722)		17,415
Payments made for contingent consideration		(8,585)		—
Cash (used for) provided by financing activities		(45,307)		17,415
Effect of foreign currency exchange rate fluctuations on cash		433		(443)
Increase in cash and cash equivalents		14,868		107
Cash and cash equivalents at beginning of period		15,541		7,280
Cash and cash equivalents at end of period	$	30,409	$	7,387
Supplemental Cash Flow Disclosures:
Noncash investing activity:
Capital expenditures included in accounts payable and other accrued liabilities	$	1,596	$	837

See Notes to the Condensed Combined Financial Statements.

F-36

OUTDOOR PRODUCTS SPINCO INC.

CONDENSED COMBINED STATEMENTS OF PARENT COMPANY EQUITY

(unaudited)

	Parent Company Investment		Accumulated Other Comprehensive Income (Loss)		Total Parent Company Equity
Balance, March 31, 2023	$	1,593,826	$	(8,160)	$	1,585,666
Comprehensive loss		(5,358)		1,360		(3,998)
Net transfers from Parent		(34,999)		—		(34,999)
Balance, June 25, 2023	$	1,553,469	$	(6,800)	$	1,546,669
Balance, March 31, 2022	$	1,198,686	$	(5,278)	$	1,193,408
Comprehensive income		9,150		(527)		8,623
Net transfers from Parent		20,651		—		20,651
Balance, June 26, 2022	$	1,228,487	$	(5,805)	$	1,222,682

See Notes to the Condensed Combined Financial Statements.

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OUTDOOR PRODUCTS SPINCO INC.

NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (unaudited)

(Amounts in thousands unless otherwise indicated)

1. Background and Basis of Combination

On May 5, 2022, Vista Outdoor Inc. (“Vista Outdoor” or “Parent”) announced that its Board of Directors approved preparations for the separation of its Outdoor Products and Sporting Products segments into two independent, publicly-traded companies via a spin-off of the Outdoor Products business (“Outdoor Products,” the “Company,” “we,” “us” or “our”). To effect the Spin-Off, Vista Outdoor will distribute all shares of the Company’s common stock on a pro rata basis to the holders of Vista Outdoor common stock. In connection with the Spin-Off, Vista Outdoor is being treated as the accounting “spinnor,” consistent with the legal form of the transaction.

The completion of the Spin-Off is subject to certain customary conditions, including effectiveness of the Registration Statement on Form 10 filed with the Securities and Exchange Commission (“SEC”) and final approval by Vista Outdoor’s Board of Directors. There are no assurances as to when the Spin-Off will be completed, if at all.

Nature of Operations. Outdoor Products is a leading platform of iconic consumer product brands that serve a diverse range of outdoor enthusiasts around the world. We design, develop, manufacture, source and distribute outdoor and lifestyle gear, equipment and apparel to enhance the experiences of hikers, campers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, golfers and hunters. We are headquartered in [ ] and have manufacturing and distribution facilities in the U.S., Canada, Mexico and Puerto Rico along with international customer service, sales and sourcing operations in Asia and Europe.

Basis of Combination. These unaudited condensed combined financial statements reflect the historical financial position, results of operations and cash flows of the Company for the periods presented as the Company was historically managed within Vista Outdoor. The condensed combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. The condensed combined financial statements have been prepared in U.S. dollars and in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had we operated as an independent company during the periods presented.

The condensed combined financial statements include expense allocations for certain functions provided by Vista Outdoor, including, but not limited to, general corporate expenses related to management, finance, legal, information technology, human resources, communications, supply chain and insurance. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder principally allocated on the basis of percent of revenue, headcount or other measures. During the three months ended June 25, 2023 and June 26, 2022, the Company was allocated $12,262 and $15,402, respectively, of such general corporate expenses, which were included within selling, general and administrative expenses in the condensed combined statements of comprehensive income (loss). Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented. The allocations may not, however, reflect the expenses the Company would have incurred if the Company had been an independent company for the periods presented. Actual costs that may have been incurred if the Company had been an independent company would depend on several factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic decisions made in areas such as information technology and infrastructure. The Company is unable to determine what such costs would have been had the Company been independent. Following the planned separation from Vista Outdoor, the Company may perform these functions using its own resources or purchased services.

All intercompany transactions have been eliminated in the Vista Outdoor consolidation process. Related-party transactions between the Company and Vista Outdoor have been included in these condensed combined financial statements. The aggregate net effect of related-party transactions not historically settled in cash between the Company and Vista Outdoor has been reflected in the condensed combined balance sheets as “Parent company investment” and in the condensed combined statements of cash flows as “Net transfers (to) from Parent” within financing activities.

Vista Outdoor utilizes a centralized approach to cash management and financing its operations. This arrangement is not reflective of the manner in which the Company would have been able to finance its operations had it been independent from Vista Outdoor. The cash and cash equivalents held by Vista Outdoor at the corporate level are not specifically identifiable to

F-38

the Company and therefore have not been reflected in the Company’s condensed combined balance sheets. Cash transfers between Vista Outdoor and the Company are recorded through the Parent company investment account. Cash and cash equivalents in the condensed combined balance sheets represents cash and temporary investments held locally by the Company.

The condensed combined financial statements include certain assets and liabilities that have historically been held at the Vista Outdoor corporate level but are specifically identifiable or otherwise attributable to the Company. Vista Outdoor’s third-party debt and the related interest expense have not been allocated to the Company for any of the periods presented, as the Company is not the primary obligor of such debt.

Significant Accounting Policies. Our accounting policies are described in Note 2, Significant Accounting Policies, of the notes to the audited combined financial statements included elsewhere in this Information Statement.

Accounting Standards Adopted During this Fiscal Quarter. In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires a buyer in a supplier finance program to disclose qualitative and quantitative information about its program to allow a user of the financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments in ASU 2022-04 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with the exception for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. The guidance should be applied retrospectively, except for the amendment on roll-forward information, which should be applied prospectively. This ASU was effective for us in the first quarter of fiscal year 2024, with the exception of the amendment on roll-forward information, which will be effective for us in our Form 10-K for fiscal year 2025. We adopted this ASU during the first quarter of fiscal 2024 and the adoption did not have an impact on these condensed combined financial statement disclosures.

2. Fair Value of Financial Instruments

We measure and disclose our financial assets and liabilities at fair value on a recurring and nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability (the exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified using the three-tier hierarchy.

The following section describes the valuation methodologies we use to measure our financial instruments at fair value on a recurring basis:

Derivative Financial Instruments

Hedging instruments are re-measured on a recurring basis using daily market foreign currency rates (See Note 5, Derivative Financial Instruments) and are therefore categorized within Level 2 of the fair value hierarchy.

Contingent Consideration

In connection with some of our acquisitions, we recorded contingent consideration liabilities that can be earned by the sellers upon achievement of certain milestones. The liabilities are measured on a recurring basis and recorded at fair value, using a discounted cash flow analysis or a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt, utilizing revenue projections for the respective earn-out period, corresponding targets and approximate timing of payments as outlined in the purchase agreements. The inputs used to calculate the fair value of the contingent consideration liabilities are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. Changes in the fair value of the contingent consideration obligation results from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. The fair value adjustments are recorded in selling, general and administrative expenses in the condensed combined statements of comprehensive income (loss). As of June 25, 2023, the estimated fair values of contingent consideration payable related to our acquisitions of QuietKat, Stone Glacier and Fox Racing are $5,769, $5,920 and $0, respectively. Cash payouts during the quarter related to our Fox Racing and QuietKat liabilities. See Note 4, Acquisitions, for additional information regarding the Fox Racing acquisition.

Following is a summary of our contingent consideration liability Level 3 activity during the three months ended June 25, 2023:

Balance, March 31, 2023	$	20,274
Payments made		(8,585	)
Balance, June 25, 2023	$	11,689

F-39

Contingent consideration liabilities are reported under the following captions in the condensed combined balance sheets:

	June 25, 2023		March 31, 2023
Other current liabilities	$	8,604	$	8,586
Other long-term liabilities		3,085		11,688
Total	$	11,689	$	20,274

Disclosures about the Fair Value of Financial Instruments

The carrying amount of our receivables, inventory, accounts payable and accrued liabilities as of June 25, 2023 and March 31, 2023 approximates fair value because of the short maturity of these instruments. The carrying values of cash and cash equivalents as of June 25, 2023 and March 31, 2023 are categorized within Level 1 of the fair value hierarchy.

We measure certain nonfinancial assets at fair value on a nonrecurring basis if certain indicators are present. These assets include long-lived assets that are written down to fair value when they are held for sale or determined to be impaired.

3. Leases

We lease certain warehouse and distribution space, manufacturing space, office space, retail locations, equipment and vehicles. All of these leases are classified as operating leases. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. These rates are assessed on a quarterly basis. The operating lease assets also include any lease payments made less lease incentives. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For operating leases, expense is recognized on a straight-line basis over the lease term. Variable lease payments associated with our leases are recognized upon occurrence of the event, activity or circumstance in the lease agreement on which those payments are assessed. Tenant improvement allowances are recorded as leasehold improvements with an offsetting adjustment included in our calculation of its right-of-use asset.

Many leases include one or more options to renew, with renewal terms that can extend the lease term up to five years. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term.

The amounts of assets and liabilities related to our operating leases were as follows.

	Balance Sheet Caption	June 25, 2023		March 31, 2023
Assets:
Operating lease assets	Operating lease assets	$	100,230	$	99,456
Liabilities:
Current:
Operating lease liabilities	Other current liabilities	$	13,543	$	14,010
Long-term:
Operating lease liabilities	Long-term operating lease liabilities		97,986		97,105
Total lease liabilities		$	111,529	$	111,115

The components of lease expense are recorded to cost of sales and selling, general and administration expenses in the condensed combined statements of comprehensive income (loss). The components of lease expense were as follows:

	Three months ended
	June 25, 2023			June 26, 2022
Fixed operating lease costs (1)	$	6,004		$	4,344
Variable operating lease costs		1,083			479
Operating lease and sublease income		(192	)		(151	)
Net Lease costs	$	6,895		$	4,672

(1) Includes short-term leases, which are immaterial.

F-40

The weighted average remaining lease term and weighted average discount rate is as follows:

	June 25, 2023		March 31, 2023
Weighted Average Remaining Lease Term (Years):
Operating leases		10.02		10.13
Weighted Average Discount Rate:
Operating leases		8.45%		8.48%

The approximate future minimum lease payments under operating leases were as follows:

Remainder of fiscal year 2024	$	17,328
Fiscal year 2025		17,973
Fiscal year 2026		16,580
Fiscal year 2027		15,446
Fiscal year 2028		14,480
Thereafter		88,555
Total lease payments		170,362
Less imputed interest		(58,833)
Present value of lease liabilities	$	111,529

Supplemental cash flow information related to leases is as follows:

	Three months ended
	June 25, 2023		June 26, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	5,948	$	3,803
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	$	2,125	$	(32	)

4. Acquisitions

During the second quarter of fiscal year 2023, we acquired Simms Fishing Products (“Simms”), a premium fishing brand and leading manufacturer of waders, outerwear, footwear and technical apparel. We finalized the purchase price allocation during the fourth quarter of fiscal year 2023, and no significant changes were recorded from the original estimation. The results of this business are reported within the All Other category of our operating segments.

During the second quarter of fiscal year 2023, we acquired Fox (Parent) Holdings, Inc. (“Fox Racing”), a leader in the motocross industry and a growing brand in the mountain bike category. We finalized the purchase price allocation during the fourth quarter of fiscal year 2023, and no significant changes were recorded from the original estimation. The results of this business are reported within the Action Sports segment.

5. Derivative Financial Instruments

Foreign Exchange Risk

In the normal course of business, we are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions of our international subsidiaries. We use designated cash flow hedges and non-designated hedges in the form of foreign currency forward contracts as part of our strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates and to mitigate the impact of foreign currency translation on transactions that are denominated primarily in British Pounds, Euros and Canadian Dollars.

F-41

Cash Flow Hedging Instrument

We use foreign currency forward contracts designated as qualifying cash flow hedging instruments to help mitigate our exposure on our foreign subsidiaries’ inventory purchases and intercompany transactions, which is different than their functional currency. Certain U.S. subsidiaries also hedge a portion of their future sales in Canadian Dollars. These contracts generally mature within 12 months to 15 months from their inception. As of June 25, 2023, the notional amounts of our foreign currency forward contracts designated as cash flow hedge instruments were approximately $29,641. The effectiveness of cash flow hedge contracts is assessed quantitatively at inception and qualitatively thereafter considering the transactions’ critical terms and counterparty credit quality.

As of June 25, 2023, net losses of $2,276 were recorded in accumulated other comprehensive income (loss) related to foreign currency forward contracts. Net losses of $400 and $679 were reclassified from accumulated other comprehensive income (loss) to cost of sales for the three months ended June 25, 2023 and June 26, 2022, respectively. Unrealized net gains of $918 and $0 were recorded for the three months ended June 25, 2023 and June 26, 2022, respectively. All unrealized gains and losses as shown as of June 25, 2023 will be reclassified into earnings from other comprehensive income (loss) within the next twelve months at their then-current value. The net liability related to the foreign currency forward contracts as of June 25, 2023 and March 31, 2023 was $2,449 and $3,252, respectively, and is recorded as part of other current liabilities.

Foreign Currency Forward Contracts Not Designated as Hedging Instruments

We have also used non-designated hedges to hedge a portion of U.S. subsidiary sales that are recorded in Canadian Dollars. These contracts generally mature within 12 months from inception. As of June 25, 2023, the notional amounts of our foreign currency forward contracts not designated as cash flow hedge instruments were approximately $531.

Net loss related to these foreign contracts of $15 and $0 for the three months ended June 25, 2023 and June 26, 2022, respectively, were recognized in the condensed consolidated statement of comprehensive income (loss), as part of other expense, net. As of June 25, 2023, the fair value of the foreign exchange forward contracts is immaterial and is recorded as part of other current assets. In addition, during the three months ended June 25, 2023 and June 26, 2022, we recognized net foreign currency translation gains of $239 and $0, respectively.

6. Revenue Recognition

The following tables disaggregates our net sales by primary product lines:

	Three months ended
	June 25, 2023		June 26, 2022
Outdoor Accessories (1)	$	53,356	$	72,393
Action Sports (2)		116,397		90,057
Golf (3)		70,454		67,065
Outdoor Recreation (4)		81,236		66,824
Total	$	321,443	$	296,339
Geographic Region
United States	$	233,431	$	206,809
Rest of the World		88,012		89,530
Total	$	321,443	$	296,339

(1) Includes the Outdoor Accessories brands.

(2) Includes the Action Sports brands.

(3) Includes Bushnell Golf and Foresight Sports brands.

(4) Includes the Hydration, Outdoor Cooking and Fishing operating segments and the Stone Glacier brand.

We sell our products in the U.S. and internationally. A majority of our sales are concentrated in the U.S. See Note 16, Operating Segment Information, for information on international revenues.

Product Sales

For the majority of our contracts with customers, we recognize revenue for our products at a point in time upon the transfer of control of the products to the customer, which typically occurs upon shipment and coincides with our right to

F-42

payment, the transfer of legal title and the transfer of the significant risks and rewards of ownership of the product. For our contracts that include bundled hardware and software sales, revenue related to delivered hardware and bundled software is recognized when control has transferred to the customer, which typically occurs upon shipment. Revenue allocated to unspecified software update rights is deferred and recognized on a straight-line basis over the estimated period they are expected to be provided.

Typically, our contracts require customers to pay within 30-60 days of product delivery with a discount available to some customers for early payment. In some cases, we offer extended payment terms to customers. However, we do not consider these extended payment terms to be a significant financing component of the contract because the payment terms are less than a year.

In limited circumstances, our contract with a customer may have shipping terms that indicate a transfer of control of the products upon their arrival at the destination rather than upon shipment. In those cases, we recognize revenue only when the product reaches the customer destination, which may require us to estimate the timing of transfer of control based on the expected delivery date. In all cases, however, we consider our costs related to shipping and handling to be a cost of fulfilling the contract with the customer.

The total amount of revenue we recognize for the sale of our products reflects various sales adjustments for discounts, returns, refunds, allowances, rebates and other customer incentives. These sales adjustments can vary based on market conditions, customer preferences, timing of customer payments, volume of products sold and timing of new product launches. These adjustments require management to make reasonable estimates of the amount we expect to receive from the customer. We estimate sales adjustments by customer or by product category on the basis of our historical experience with similar contracts with customers, adjusted as necessary to reflect current facts and circumstances and our expectations for the future. Sales taxes, federal excise taxes and other similar taxes are excluded from revenue.

For the immaterial amount of our contracts that have multiple performance obligations, which represent promises within an arrangement that are distinct, we allocate revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). When available, we use observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect our best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. We allocate revenue and any related discounts to these performance obligations based on their relative SSPs.

Incentives in the form of cash paid to the customer (or a reduction of a customer cash payment to us) typically are recognized as a reduction of sales unless the incentive is for a distinct benefit that we receive from the customer, e.g., advertising or marketing.

We pay commissions to some of our employees based on agreed-upon sales targets. We recognize the incremental costs of obtaining a contract as an expense when incurred because our sales contracts with commissions are a year or less.

7. Receivables

Our trade accounts receivables are recorded at net realizable value, which includes an appropriate allowance for estimated credit losses. We maintain an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of our customers to make required payments. We estimate the allowance based upon historical bad debts, current customer receivable balances, age of customer receivable balances and the customers’ financial condition and in relation to a representative pool of assets consisting of a large number of customers with similar risk characteristics. The allowance is adjusted as appropriate to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions. Receivables that do not share risk characteristics are evaluated on an individual basis, including those associated with customers that have a higher probability of default.

Net receivables are summarized as follows:

	June 25, 2023		March 31, 2023
Trade receivables	$	218,632	$	204,591
Other receivables		12,078		6,215
Less: allowance for estimated credit losses and discounts		(9,395)		(8,958)
Net receivables	$	221,315	$	201,848

As of June 25, 2023 and March 31, 2023, Walmart represented 16% and 14% of our total trade receivables balance, respectively.

F-43

The following provides a reconciliation of the activity related to the allowance for estimated credit losses for the three months ended June 25, 2023:

Balance, March 31, 2023	$	8,958
Provision for credit losses		564
Write-off of uncollectible amounts, net of recoveries		(127)
Balance, June 25, 2023	$	9,395

8. Inventories

Current net inventories consist of the following:

	June 25, 2023		March 31, 2023
Raw materials	$	64,490	$	70,567
Work in process		13,504		13,263
Finished goods		305,341		319,809
Net inventories	$	383,335	$	403,639

We consider inventories to be long-term if they are not expected to be sold within one year. Long-term inventories are presented on the balance sheet net of reserves within other non-current assets, net and totaled $51,919 and $45,929 as of June 25, 2023 and March 31, 2023, respectively.

9. Accumulated Other Comprehensive Loss (AOCL)

The components of AOCL, net of income taxes, are as follows:

	June 25, 2023		March 31, 2023
Derivatives	$	(1,720)	$	(2,416)
Cumulative translation adjustment		(5,080)		(5,744)
Total AOCL	$	(6,800)	$	(8,160)

The following tables detail the amounts reclassified from AOCL to earnings as well as the changes in derivatives and foreign currency translation, net of income tax:

	Three months ended June 25, 2023						Three months ended June 26, 2022
	Derivatives		Cumulative translation adjustment		Total		Derivatives		Cumulative translation adjustment		Total
Beginning balance in AOCL	$	(2,416)	$	(5,744)	$	(8,160)	$	—	$	(5,278)	$	(5,278)
Change in fair value of derivatives		(383)		—		(383)		—		—		—
Net losses reclassified from AOCL		1,079		—		1,079		—		—		—
Net change in cumulative translation adjustment		—		664		664		—		(527)		(527)
Ending balance in AOCL	$	(1,720)	$	(5,080)	$	(6,800)	$	—	$	(5,805)	$	(5,805)

10. Goodwill and Intangible Assets

The carrying value of goodwill by reportable segment was as follows:

	Performance Sports		Action Sports		All Other		Total
Balance, March 31, 2023	$	343,429	$	—	$	36,174		379,603
Balance, June 25, 2023		343,429		—		36,174		379,603

F-44

Intangible assets by major asset class consisted of the following:

	June 25, 2023						March 31, 2023
	Gross carrying amount		Accumulated amortization		Total		Gross carrying amount		Accumulated amortization		Total
Trade name		$        112,715		$          (32,428)		$          80,287		$        112,715		$          (30,675)		$          82,040
Patented technology		36,207		(16,626)		19,581		36,207		(15,897)		20,310
Customer relationships and other		528,102		(161,217)		366,885		527,938		(150,946)		376,992
Total		677,024		(210,271)		466,753		676,860		(197,518)		479,342
Non-amortizing trade names		195,274		—		195,274		195,274		—		195,274
Net intangible assets		$        872,298		$        (210,271)		$        662,027		$        872,134		$        (197,518)		$        674,616

The amortizable intangible assets in the table above are being amortized using a straight-line method over a weighted average remaining period of approximately 11.9 years.

Amortization expense related to these assets was $12,648 and $7,977 for the three months ended June 25, 2023 and June 26, 2022, respectively, which is included within cost of sales. We expect amortization expense related to these assets in each of the next five fiscal years and beyond to be incurred as follows:

Remainder of fiscal year 2024	$	37,775
Fiscal year 2025		50,349
Fiscal year 2026		47,339
Fiscal year 2027		45,889
Fiscal year 2028		40,719
Thereafter		244,682
Total	$	466,753

11. Other Current Liabilities

The major categories of other current liabilities are as follows:

	June 25, 2023		March 31, 2023
Accrual for in-transit inventory	$	16,186	$	9,492
Other		96,726		87,729
Total other current liabilities	$	112,912	$	97,221

12. Employee Benefit Plans

Defined Benefit Plan

Certain of the Company’s employees participate in a defined benefit plan sponsored by Vista Outdoor (the “Plan”), which include participants of other Vista Outdoor operations that are accounted for by Vista Outdoor in accordance with accounting guidance for defined benefit pension plans. Accordingly, net periodic pension expense for Company employees is allocated to the Company based upon the number of Company participants in the Plan and reported in the condensed combined statements of comprehensive income (loss). The Company does not record an asset or liability to recognize the funded or unfunded status of the Plan. Net periodic pension expense for these employees is recorded within cost of sales and selling, general and administrative expenses in the condensed combined statements of comprehensive income (loss). During the three months ended June 25, 2023 and June 26, 2022, pension cost allocated to the Company was immaterial.

Vista Outdoor’s net periodic pension expense and obligations are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and long-term return on plan assets, retirement rates, mortality rates and other factors. Vista Outdoor’s selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation, as well as independent studies of trends performed by actuaries. However, actual results may differ substantially from the estimates that were based on the critical assumptions. Actual results that differ from Vista Outdoor’s assumptions are accumulated and amortized over future periods and, therefore, generally affect Vista Outdoor’s recognized expense in such future periods. While Vista Outdoor management believes that the assumptions used are

F-45

appropriate, significant differences in actual experience or significant changes in assumptions would affect Vista Outdoor’s net periodic pension expense and obligations. Furthermore, the assumptions used by Vista Outdoor may not be indicative of assumptions which the Company would have made on a standalone basis.

Share-Based Compensation

Total share-based compensation cost and the associated income tax benefits recognized in the condensed combined statements of comprehensive income (loss) were as follows:

Of the total share-based compensation cost recognized in the three month periods ended June 25, 2023 and June 26, 2022, $662 and $2,350, respectively, related directly to Company employees, and $1,061 and $1,085, respectively, related to allocations of Vista Outdoor’s corporate and shared employee share-based compensation expenses.

At June 25, 2023, there are no share-based compensation arrangements for Company employees which have not been recognized.

13. Income Taxes

Our provision for income taxes includes federal, foreign and state income taxes. Income tax provisions for interim periods are based on the estimated effective annual income tax rates for the current year and the prior year.

The income tax provisions for the three months ended June 25, 2023 and June 26, 2022 represent effective tax rates of 7.6% and 21.8%, respectively. The decrease in the effective tax rate from the prior year quarter is primarily driven by the decrease in operating income, decrease in non-deductible executive compensation, and the impact of beneficial state tax law changes.

The effective tax rate for the three months ended June 25, 2023 was lower than the statutory rate primarily because of the operating loss in the quarter, which caused the unfavorable tax adjustments to decrease the rate. The effective tax rate for the three months ended June 26, 2022 is reflective of the federal statutory rate of 21% increased by the state taxes and reserves for uncertain tax positions.

Income taxes paid, net of refunds, totaled $248 and $141 for the three months ended June 25, 2023 and June 26, 2022, respectively.

We have classified uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year. The amount of unrecognized tax benefits, including interest and penalties, amounted to $13,558 and $13,120 as of June 25, 2023 and March 31, 2023, respectively. Although the timing and outcome of income tax audit settlements are uncertain, it is expected that a $6,033 reduction of the liability for uncertain tax benefits will occur in the next 12 months. The settlement of these unrecognized tax benefits could result in earnings from $0 to $5,842.

14. Related-Party Transactions

The condensed combined financial statements have been prepared on a carve-out basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. The following discussion summarizes activity between the Company and Vista Outdoor.

Allocation of General Corporate Expenses

The condensed combined statements of comprehensive income (loss) include expenses for certain centralized functions and other programs provided and administered by Vista Outdoor that are charged directly to the Company. In addition, for purposes of preparing the condensed combined financial statements on a carve-out basis, we have allocated a portion of Vista Outdoor total corporate expense to the Company. See Note 1, Background and Basis of Combination, for a discussion of the methodology used to allocate corporate-related costs for purposes of preparing these financial statements on a carve-out basis.

Related-Party Sales

For the three months ended June 25, 2023 and June 26, 2022, the Company sold products to other Vista Outdoor businesses in the amount of $4,845 and $4,355, respectively, which is included in net sales in the condensed combined statements of comprehensive income (loss).

F-46

Share-Based Compensation

Total share-based compensation consists of the following:

	Three months ended
	June 25, 2023		June 26, 2022
Total share-based compensation expense (included in selling, general and administrative)	$	1,723	$	3,435
Income tax benefits related to share-based compensation		324		462

Net Transfers To and From Vista Outdoor

Net transfers (to) from Parent are included within Parent Company Investment on the condensed combined statements of parent company equity. The components of the net transfers (to) from Vista Outdoor for the three months ended June 25, 2023 and June 26, 2022, are as follows:

	Three months ended
	June 25, 2023		June 26, 2022
General financing activities	$	(48,322)	$	4,164
Corporate allocations		11,600		13,052
Share-based compensation		1,723		3,435
Total net transfers from Parent	$	(34,999)	$	20,651

15. Commitments and Contingencies

We lease certain warehouse, distribution and office facilities, vehicles and office equipment under operating leases. These operating lease liabilities represent commitments for minimum lease payments under non-cancelable operating leases in the amount of $170,362. See Note 3, Leases.

Litigation

From time to time, we are subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of our business. We do not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our operating results, financial position or cash flows.

16. Operating Segment Information

We organize our five operating segments based on product lines. These operating segments have been aggregated into two reportable segments: Performance Sports and Action Sports, based on how our chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and makes decisions.

Our Performance Sports reportable and operating segment includes the product lines of launch monitors, laser rangefinders, GPS devices, golf simulators, sport optics and archery and hunting accessories.

Our Action Sports reportable and operating segment includes the primary product lines of e-bikes, helmets, goggles and accessories for cycling, snow sports, motocross and power sports.

Three of our operating segments did not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in ASC 280, Segment Reporting. Therefore, results for these operating segments are included in the columns labeled “All other” in the tables below for all periods presented. The primary revenues of this category, which is referred to elsewhere in this document as “Outdoor Recreation”, are derived from the product lines of hydration packs, water bottles, drinkware and coolers related to our Hydration operating segment, from pellet grills, pellets, cookware and camp stoves related to our Outdoor Cooking operating segment, from packs, camping equipment and technical apparel related to our Stone Glacier brand and from waders, sportswear, outerwear, footwear and fishing tools and accessories related to our Fishing operating segment.

Our CODM relies on internal management reporting that analyzes our operating segment’s operating income. Certain corporate-related costs and other non-recurring costs are not allocated to the segments in order to present comparable results from period to period and are not utilized by management in determining segment profitability. As segment assets are not reported to or used by the CODM to measure business performance or allocate resources, total segment assets are not presented below.

F-47

No one customer contributed to more than 10% of our sales during the three months ended June 25, 2023 and June 26, 2022.

Our sales to foreign customers were 27.4% and 30.2% of our sales for the three months ended June 25, 2023 and June 26, 2022, respectively. Sales to Canada accounted for 5.9% and 7.3% of our sales for the three months ended June 25, 2023 and June 26, 2022, respectively. No other individual country outside the U.S. accounted for more than 5% of our sales for the three months ended June 25, 2023 and June 26, 2022.

The following summarizes our results by reportable segment, for the interim periods presented:

	Three months ended June 25, 2023
	Performance Sports		Action Sports			All other		Segment totals		Corporate and other reconciling items (a)			Consolidated total
Sales, net	$	123,810	$	116,397		$	81,236	$	321,443	$	—		$	321,443
Gross profit		36,831		32,977			24,918		94,726		—			94,726
Operating income (loss)	$	7,728	$	(2,033	)	$	1,401	$	7,096	$	(12,393	)	$	(5,297	)
Other expense, net											(541	)		(541	)
Interest income, net											42			42
Loss before income taxes	$	7,728	$	(2,033	)	$	1,401	$	7,096	$	(12,892	)	$	(5,796	)
Capital expenditures	$	834	$	1,827		$	784	$	3,445	$	—		$	3,445
Depreciation and amortization		5,584		7,887			4,108		17,579		25			17,604
	Three months ended June 26, 2022
	Performance Sports		Action Sports			All other		Segment totals		Corporate and other reconciling items (a)			Consolidated total
Sales, net	$	139,458	$	90,057		$	66,824	$	296,339	$	—		$	296,339
Gross profit		53,065		22,204			17,239		92,508		—			92,508
Operating income (loss)	$	24,406	$	2,657		$	623	$	27,686		(15,980	)	$	11,706
Income (loss) before income taxes	$	24,406	$	2,657		$	623	$	27,686	$	(15,980	)	$	11,706
Capital expenditures	$	473	$	1,108		$	934	$	2,515	$	—		$	2,515
Depreciation and amortization		5,743		3,006			3,058		11,807		96			11,903

(a) includes corporate general and administrative expenses of $6,772 and $11,396 for the three months ended June 25, 2023 and three months ended June 26, 2022, respectively, plus other non-recurring costs that are not allocated to the segments in order to present comparable results as presented to the CODM. Reconciling items for the three months ended June 25, 2023 included restructuring expense of $785, transition expense of $3,424 and post-acquisition compensation expense of $1,412 allocated from the businesses acquired. Reconciling items for the three months ended June 26, 2022 included transition expense of $252 and post-acquisition compensation expense of $4,332 allocated from the businesses acquired.

Sales, net exclude all intercompany sales between all reportable segments, which were not material for any of the periods presented.

F-48

EX-99.2

Exhibit 99.2

Consolidated Financial Statements and Report of Independent Certified Public Accountants

Fox Holdco, Inc. and Subsidiaries

December 31, 2021 and 2020

Contents		Page
	Report of Independent Certified Public Accountants		3
	Consolidated Financial Statements
	Consolidated balance sheets		5
	Consolidated statements of comprehensive income		7
	Consolidated statements of stockholder’s equity		8
	Consolidated statements of cash flows		9
	Notes to consolidated financial statements		11

2

GRANT THORNTON LLP	REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
4695 MacArthur Court, Suite 1600
Newport Beach, CA 92660
D +1 949 553 1600
F +1 949 553 0168
	Board of Directors
	Fox Holdco, Inc. and Subsidiaries
	Opinion
	We have audited the consolidated financial statements of Fox Holdco, Inc. (a Delaware corporation) and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, changes in stockholder’s equity, and cash flows for the years then ended, and the related notes to the financial statements.
	In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
	Basis for opinion
	We conducted our audits of the consolidated financial statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
	Responsibilities of management for the financial statements
	Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
	In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued.
GT.COM	Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.

3

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

•   Exercise professional judgment and maintain professional skepticism throughout the audit.

•   Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•   Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•   Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•   Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

Newport Beach, California

April 29, 2022

4

Fox Holdco, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

December 31,

	2021		2020
ASSETS
Current assets
Cash and cash equivalents	$	26,087,034	$	34,417,086
Accounts receivable, net of allowances		32,877,211		21,917,005
Notes receivable - related party		—		180,004
Inventories		61,357,362		36,021,524
Prepaid expenses and other current assets		15,365,773		5,135,487
Total current assets		135,687,380		97,671,106
Property and equipment, net		20,990,533		17,806,149
Other assets
Intangible assets, net		44,304,056		45,720,884
Goodwill		41,945,324		41,945,324
Notes receivable - related party		—		5,994,108
Other noncurrent assets		5,333,237		2,059,256
Total other assets		91,582,617		95,719,572
Total assets	$	248,260,530	$	211,196,827

The accompanying notes are an integral part of these consolidated financial statements.

5

Fox Holdco, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS - CONTINUED

December 31,

	2021			2020
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable	$	42,089,530		$	29,220,317
Accrued liabilities		12,228,364			13,473,722
Line of credit, net of debt issuance costs		2,043,929			—
Note payable		2,625,000			—
Total current liabilities		58,986,823			42,694,039
Long-term liabilities
Other long-term accrued liabilities		1,369,673			611,440
Equity based compensation liability		23,849,583			2,438,936
Note payable, net of debt issuance costs		53,539,573			—
Deferred income taxes		6,851,855			3,130,702
Deferred rent		1,347,393			1,993,486
Total long-term liabilities		86,958,077			8,174,564
Total liabilities		145,944,900			50,868,603
Commitments and contingencies (Note 15)
Stockholder’s equity
Common stock, $.001 par value, 1,000 shares authorized, 1,000 shares issued and outstanding		1			1
Additional paid-in capital		110,684,776			171,953,561
Accumulated deficit		(6,545,776	)		(10,574,316	)
Accumulated other comprehensive loss		(1,823,371	)		(1,051,022	)
Total stockholder’s equity		102,315,630			160,328,224
Total liabilities and stockholder’s equity	$	248,260,530		$	211,196,827

The accompanying notes are an integral part of these consolidated financial statements.

6

Fox Holdco, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31,

	2021			2020
Net revenues
Sales	$	291,577,079		$	204,823,134
Royalties		679,103			357,648
Total net revenues		292,256,182			205,180,782
Cost of sales		155,145,538			111,596,265
Gross profit		137,110,644			93,584,517
Operating expenses		123,318,719			81,085,928
Income from operations		13,791,925			12,498,589
Other (expense) income
Interest expense, net		(4,573,810	)		(517,047	)
Gain/(loss) on foreign currency exchange		935,116			(1,140,304	)
Other income		296,367			283,421
Total other expense		(3,342,327	)		(1,373,930	)
Income before income taxes		10,449,598			11,124,659
Income tax expense (benefit)		6,421,058			(3,838,593	)
Net income		4,028,540			14,963,252
Other comprehensive income (loss)
Foreign currency translation adjustment		(772,349	)		1,537,407
COMPREHENSIVE INCOME	$	3,256,191		$	16,500,659

The accompanying notes are an integral part of these consolidated financial statements.

7

Fox Holdco, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

Years ended December 31,

	Shares		Amount		Additional Paid-In Capital			Accumulated Income (Deficit)			Accumulated Comprehensive Loss			Stockholder’s Equity
Balance, December 31, 2019		1,000	$	1	$	171,953,561		$	(25,537,568	)	$	(2,588,429	)	$	143,827,565
Foreign currency translation adjustment		—		—		—			—			1,537,407			1,537,407
Net income		—		—		—			14,963,252			—			14,963,252
Balance, December 31, 2020		1,000		1		171,953,561			(10,574,316	)		(1,051,022	)		160,328,224
Foreign currency translation adjustment		—		—		—			—			(772,349	)		(772,349	)
Dividends		—		—		(61,268,785	)		—			—			(61,268,785	)
Net income		—		—		—			4,028,540			—			4,028,540
Balance, December 31, 2021		1,000	$	1	$	110,684,776		$	(6,545,776	)	$	(1,823,371	)	$	102,315,630

The accompanying notes are an integral part of these consolidated financial statements.

8

Fox Holdco, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31,

	2021			2020
Cash flows from operating activities:
Net income	$	4,028,540		$	14,963,252
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense		151,327			183,124
Depreciation and amortization		5,841,824			6,439,550
Accrued interest for note receivable - related party		—			(685,655	)
Amortization of debt issuance costs		1,059,551			172,165
Liability classified equity award - compensation expense		21,410,647			(1,161,236	)
Accrued long term incentive plan		775,619			(551,822	)
Deferred income taxes		3,721,153			(4,237,079	)
Deferred rent		(646,093	)		544,206
Gain/(Loss) on disposal of property and equipment		(5,707	)		5,964
Changes in operating assets and liabilities:
Accounts receivable		(11,111,533	)		7,573,579
Inventories		(25,335,838	)		18,230,532
Prepaid expenses and other current assets		(10,230,287	)		(2,661,478	)
Other noncurrent assets		(3,689,459	)		(209,276	)
Note receivable - related party		—			139,967
Accounts payable		12,869,213			(1,518,741	)
Accrued liabilities		(1,245,853	)		7,568,781
Net cash provided by (used in) operating activities		(2,406,896	)		44,795,833
Cash flows from investing activities:
Proceeds from sale of property and equipment		9,095			38,500
Payments to acquire property and equipment		(7,372,381	)		(2,285,205	)
Payments to acquire intangible assets		(56,233	)		—
Proceeds from notes receivable		6,174,112			—
Net cash used in investing activities		(1,245,407	)		(2,246,705	)

The accompanying notes are an integral part of these consolidated financial statements.

9

Fox Holdco, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

Years ended December 31,

	2021			2020
Cash flows from financing activities:
Draws/(payments) on line of credit, net	$	3,174,686		$	(14,229,482	)
Payments on obligation under capital lease		(16,891	)		(16,410	)
Dividends paid		(61,268,785	)		—
Payments to amend debt agreements		—			(336,754	)
Proceeds from issuance of notes payable		60,000,000			—
Payment of issuance costs		(5,077,567	)		—
Payments on notes payable		(750,000	)		(3,946,188	)
Net cash used in financing activities		(3,938,557	)		(18,528,834	)
Effect of exchange rate on cash and cash equivalents		(739,192	)		1,486,618
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(8,330,052	)		25,506,912
Cash and cash equivalents - beginning of year		34,417,086			8,910,174
Cash and cash equivalents - end of year	$	26,087,034		$	34,417,086
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	2,538,721		$	517,047
Income taxes		9,212,689			691,341

The accompanying notes are an integral part of these consolidated financial statements.

10

Fox Holdco, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021 and 2020

NOTE 1 - NATURE OF BUSINESS

Organization and Business Activity

Fox Holdco, Inc. (“Fox Holdco”) is a C-Corporation that was incorporated on November 24, 2014 under the laws of the State of Delaware. Fox Holdco has interests in the following wholly owned subsidiaries: Fox Head, Inc. (“Fox Head”), Fox Head Europe SL (“Fox Europe”), Fox Asia Sourcing & Trading Co Ltd. (“FASTCO”), and Fox Head Canada, Inc. (“Fox Canada”).

Fox Head is the operating entity and is a wholly owned subsidiary of Fox Holdco. Fox Head, incorporated under the laws of the State of California in 1975, designs and distributes racewear and protective gear for the action sports industry, as well as casual sportswear and accessories for men, women, and youth. Subcontractors in the U.S., Asia, Europe and Mexico manufacture the products under renewable agreements, which specify pricing in U.S. currency. Fox Head distributes its products through sales to independent retailers and distributors throughout the world and sells products directly to the end consumer through its website and its own retail and outlet stores.

Fox Head Europe Limited, (“Fox UK”), a wholly owned subsidiary of Fox Head, was incorporated under the laws of the United Kingdom in 2000. In 2012, Fox UK formed a wholly owned subsidiary, Fox Europe. In May 2014, Fox Europe became the parent company of Fox UK and its subsidiaries. Fox Europe markets and distributes Fox Head’s products throughout Europe.

FASTCO, a wholly owned subsidiary of Fox Head, was incorporated in the British Virgin Islands in 2004 with operations in Hong Kong to facilitate contract manufacturing and product sourcing.

Fox Canada, a wholly owned subsidiary of Fox Head, was incorporated under the laws of Alberta, Canada in 2010. Fox Canada markets and distributes Fox Head’s products throughout Canada.

Fox Holdco and its subsidiaries (together, the “Company”) conduct business in markets that are highly competitive. The Company’s ability to evaluate and respond to changing consumer demands and tastes is critical to its success. The Company believes that consumer acceptance depends on product, image, design, fit, and quality. Consequently, the Company has developed an experienced team of designers and engineers that it believes has helped it remain at the forefront of design and innovation in the areas in which it competes. The Company believes, however, that its continued success will depend on its ability to create a seamless, rider-first experience through an integrated marketplace, redefine the sports through brand building syndication and digitization, reach its riders better across the globe, and establish Fox as the preferred brand of choice.

The Company is dependent upon third parties for the manufacturing of substantially all its products. The inability of a manufacturer to ship products in a timely manner, or their failure to meet quality standards, could cause the Company to miss customer delivery date requirements or be liable for product defects. Failure to meet delivery date requirements could result in cancellation of orders, customers’ refusal to accept deliveries, or a reduction in purchase prices, any of which could have a material adverse effect on the Company’s financial condition and results of operations. The Company has no long-term formal arrangements with any suppliers and to date has experienced only limited difficulty in satisfying its product requirements. Although the Company believes it could replace such suppliers without a material adverse effect, there can be no assurance that such replacement could occur in a timely manner. The loss of such suppliers could have a material adverse effect on operating results.

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December 31, 2021 and 2020

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) assuming the Company will continue as a going concern.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Fox Holdco and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less and money market mutual funds to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.

Concentration of Business, Significant Customers and Credit Risk

The Company has cash on deposit with a federally insured bank in excess of the maximum amounts insured by the Federal Deposit Insurance Corporation. The Company maintains its cash and cash equivalents with financial institutions that are of high credit quality in the United States and other countries with certain foreign operations. At December 31, 2021, the cash deposits in foreign bank accounts were $21,806,000. At December 31, 2020, the cash deposits in foreign bank accounts were $23,613,000. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions and has determined credit exposure to be negligible.

Future sales and operations depend on the results of the Company’s operations outside the United States, which will be subject to the risks of foreign currency exchange volatility. Sales to foreign customers represented approximately 58% and 52% of net sales for the years ended December 31, 2021 and 2020, respectively. Foreign customers accounted for approximately 52% and 49% of accounts receivable as of December 31, 2021 and 2020, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

The Company extends credit to its customers in the normal course of business. The Company’s accounts receivable is generally derived from many customers in the retail industry. The Company believes any risk of accounting loss is significantly reduced due to the diversity of its end-customers and geographic sales

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December 31, 2021 and 2020

areas. The Company generally does not require cash collateral or other security to support customer receivables. Select customers are required to provide standby letters of credit to collateralize a portion of accounts receivable balances. Additionally, the Company performs ongoing credit evaluations of its customers’ financial condition, as well as an analysis of the aging of receivables to estimate allowances for potential credit losses. The allowance for doubtful accounts is recorded as a charge to operating expense when a potential loss is identified. At December 31, 2021, the allowance for doubtful accounts amounted to approximately $496,000. At December 31, 2020, the allowance for doubtful accounts amounted to approximately $406,000.

Financial Instruments

The Company uses hedging from time to time to manage its foreign currency exposure, primarily on inventory purchases. The Company accounts for its derivative financial instruments in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. The Company records all financial instruments at fair value, which is the cost at the date of transaction. Subsequently, fair value is remeasured at each reporting date and based on prices quoted in active markets. Changes in the fair value are recorded in Other expense (income), net on the consolidated statement of operations. The net position of any unrealized gains/(losses) on derivatives and hedging contracts is included in “Prepaid expenses and other current assets” on the consolidated balance sheet.

Revenue Recognition

The Company’s principal source of revenue is product sales. The Company derives revenues from selling to wholesalers and directly to consumers. Revenue is accounted for in accordance with ASC 606. Under Topic 606, revenue is recognized using the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) a performance obligation is satisfied. The Company only applies the five-step model when collectability of the consideration in exchange for the goods transferred to the customer is reasonably assured. The Company recognizes revenue under Topic 606 when the goods are shipped, in an amount that reflects the consideration expected to be received in exchange for those goods or services.

The Company also recognizes revenue from the licensing of its intellectual property. With regard to licensing revenue, the Company recognizes revenue when the master agreement is signed and the usage occurs. For e-commerce sales, the Company recognizes revenue, net of sales taxes, and the related cost of goods sold at the time the merchandise is shipped to the customer.

In all cases, amounts related to shipping and handling billed to customers are reflected in net sales, and the related costs are reflected in cost of goods sold in the consolidated statement of comprehensive income. The Company has made an accounting policy election to treat such costs as fulfillment costs rather than separate performance obligations. Provisions are made at the time of sale for estimated product returns and sales allowances. Management analyzes historical returns, current economic trends, changes in customer demand, and sell-through of products when evaluating the adequacy of the sales returns and other allowances. Significant management judgments and estimates must be made in connection with establishing the sales returns and other allowances in any accounting period. The allowance for sales returns amounted to approximately $1,222,000 at December 31, 2021. The allowance for sales returns amounted to approximately $925,000 at December 31, 2020. These figures are recorded within accrued liabilities on the consolidated balance sheet.

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December 31, 2021 and 2020

Shipping and Handling

Shipping and handling charges, billed to customers, are reported as sales revenues with the related costs included in cost of goods sold. Shipping and handling charges for the years ended December 31, 2021 and 2020 were approximately $1,372,000 and $1,140,000, respectively.

Sales and Use Taxes

The Company is required to withhold and remit various federal, state, and local sales taxes, which are presented on a net basis, excluded from revenue and recorded as a liability.

Royalty Revenue

The Company receives royalty payments from customers who purchase the Company’ products directly from the Company’s vendors under licensing arrangements with the Company. These royalties are based on varying percentages of the customers’ product acquisition cost. The Company recognizes revenue from royalty customers upon product shipment from the vendors. There are no significant costs associated with these payments thus no corresponding costs are included in cost of goods sold in the consolidated statement of comprehensive income.

Fair Value Measurements

Fair value is based on observable inputs (readily obtainable data from independent sources) and unobservable inputs (internally derived and reflecting the Company’s market assumptions).

Inputs are classified into the following hierarchy based on the level of judgment used to measure their fair value:

Level 1	-	Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2	-	Inputs other than Level 1 inputs that are either directly or indirectly observable.
Level 3	-	Unobservable inputs using estimates and assumptions developed by management.

The Company’s Level 1 financial instruments recorded on the consolidated balance sheet include cash, receivables, inventory, prepaid expenses, other current assets, accounts payables, and accrued liabilities arising in the ordinary course of business. Management believes that the recorded value of such financial instruments is a reasonable estimate of their fair value due to their short-term nature or variable interest rates and other factors.

The Company’s Level 2 financial instruments recorded on the consolidated balance sheet relate to derivative financial instruments. The foreign exchange forward contracts used to mitigate the foreign exchange risk, are derived using observable market inputs such as the daily market foreign currency exchange rates, currency volatilities and currency correlations.

The Company’s Level 3 financial instruments recorded in the consolidated balance sheet includes profits interest units. Management believes that the recorded value of such financial instruments is a reasonable estimate of their fair value.

Inventories

Inventories consist of racewear, protective gear for the action sports industry, casual sportswear, footwear, and accessories. Inventories are stated at the lower of cost or net realizable value. Cost is determined using

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December 31, 2021 and 2020

a standard cost method (which approximates first in, first out) and includes material, shipping costs and overhead costs. Substantially all inventories are finished goods. Management reviews the inventory quantities on hand and estimates excess and obsolete inventory valuations based on a number of internal and external factors such as age and sales trends of the inventory.

Property and Equipment

Property and equipment are stated at cost and depreciated over their estimated useful lives, generally three to seven years, using the straight-line method for financial reporting purposes and accelerated methods for income tax reporting purposes. Leasehold improvements are amortized over the lesser of 10 years or the lease term. When property and equipment are sold or otherwise disposed of, the cost and the related accumulated depreciation accounts are relieved, and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized and amortized over its estimated useful life.

Capitalization of Construction in Progress

The Company capitalizes costs associated with construction in progress and internally developed software projects. Once a project is complete and placed in service, the Company ratably amortizes costs associated with these projects over the estimated useful life, generally three to seven years. The projects capitalized at year end are expected to be placed in service in the near future. If the capitalized construction costs become obsolete or impaired, the Company may be required to write-off any unamortized capitalized amounts or accelerate the amortization period.

Goodwill

Goodwill is not amortized but is subject to an impairment test at least annually, or sooner if triggering events occur that require an earlier assessment. The fair value of the reporting unit in which the goodwill relates to is compared to its carrying value. To the extent that the fair value is less than the carrying value of the underlying net assets of the reporting unit, the implied fair value of the goodwill is determined and compared to the carrying value of the excess of cost over the fair value of net assets and, if lower, an impairment to the goodwill is recorded. The Company determined there is no impairment of goodwill at December 31, 2021 and 2020.

Film Costs

In accordance with ASC 926, the Company capitalizes costs associated with the production of Films. These costs may include development costs, direct costs, and/or production costs. At December 31, 2021 the total amount capitalized was $420,000 and the status of this project was under development. There were no Film costs prior to 2021.

Intangible Assets

The Company records the purchased trademarks, non-compete agreements, and customer relationships initially based on their fair values as determined by a valuation performed by a third-party valuation specialist. Amortization for these intangible assets is being provided by the use of the straight-line method over the assets’ estimated useful lives. The estimated useful lives of the intangible assets are:

Non-compete agreements	5 years (contractual term)
Leasehold interests	Shorter of estimated useful life or lease term
Customer relationships	15 years
Trademarks	Indefinite

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December 31, 2021 and 2020

Impairment of Long-Lived Assets and Indefinite Lived Intangible Assets

The Company reviews the recoverability of its long-lived assets and indefinite lived intangible assets whenever events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. Additionally, indefinite lived assets are reviewed annually for impairment. Long Lived Assets and Indefinite Lived Intangible Assets are reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable, using the Company’s best estimates based on reasonable and supportable assumptions and projections. The impairment loss, if any, shall be measured as the amount by which the carrying value exceeds its fair value. The Company did not recognize an impairment loss for the years ended December 31, 2021 and 2020.

Debt Issuance Costs

The Company capitalizes costs related to obtaining a loan and amortizes these costs over the life of the loan. Total gross debt issuance costs were approximately $5,078,000 and $2,083,000 and the related accumulated amortization was approximately $861,000 and $1,886,000 at December 31, 2021 and 2020, respectively. Amortization expense was approximately $1,060,000 and $172,000 for the years ended December 31, 2021 and 2020, respectively, and is included in interest expense on the consolidated statement of comprehensive income. The amortization expense for 2021 includes approximately $199,000 from prior loans that were retired in 2021.

Deferred Rent

The Company records rent expense related to its non-cancellable operating leases on a straight-line basis over the term of the lease. The cumulative difference between rent expense as recognized by the Company and actual rental payments to date is reflected as deferred rent liability in the accompanying consolidated balance sheet.

Advertising and Promotion Costs

The Company’s promotion and advertising costs are expensed as incurred and were approximately $17,394,000 and $11,521,000 for the years ended December 31, 2021 and 2020, respectively, which is recorded within operating expenses within the consolidated statements of comprehensive income. A significant amount of the Company’s promotional expenses results from payments under endorsement contracts with celebrities, professional athletes, etc. Such endorsement costs are expensed as incurred.

Other Comprehensive Income/(Loss)

Other comprehensive income(loss) consists of foreign currency translation gains and losses, which are reported excluding the income tax effect because the Company believes such gains or losses will be indefinitely invested in foreign subsidiaries.

Foreign Currency Adjustments

The Company’s reporting currency for all operations worldwide is the U.S. dollar. For the Company’s foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated at the rate of exchange at the consolidated balance sheet date, while revenue and expenses are translated using the average monthly exchange rate during the year. Cumulative translation adjustments resulting from the translation of foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive loss as a separate component of stockholder’s equity. Transactions that are denominated in foreign currencies are translated at the exchange rate in effect at the transaction date. The gains and losses on foreign currency remeasurement transactions are included in results of operations. For the year ended December 31, 2021 the Company had a gain of $935,000. For the year ended December 31, 2020 the Company reported a loss of $1,140,000.

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December 31, 2021 and 2020

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes.

Deferred income taxes are provided under the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company adopted the provisions of Accounting for Uncertainty in Income Taxes which clarifies the accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements in accordance with GAAP and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company did not have a liability for uncertain tax positions or unrecognized tax benefits as of December 31, 2021 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax liabilities as a component of the provision for income taxes. As of December 31, 2021, the Company has not accrued any interest or penalties related to uncertain tax positions as there were none.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions with varying statutes of limitations. The 2018 through 2021 tax years remain subject to examination by federal tax authorities, and the 2016 through 2021 tax years remain subject to examination by state tax authorities.

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (ASC Topic 842), a comprehensive new lease recognition standard which will supersede previous existing lease recognition guidance. Under the standard, lessees will need to recognize a right-of-use asset and a lease liability for leases with terms of greater than 12 months. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will be required to be classified as either operating or finance.

Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, and requires a modified retrospective adoption or current period adoption method. Management is currently evaluating the impact of the adoption of this standard on the consolidated financial statements.

Other recently issued accounting standards are not expected to have a material effect on the Company’s consolidated financial statements, financial condition, results of operations, and cash flows.

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December 31, 2021 and 2020

NOTE 3 - RELATED PARTY TRANSACTIONS

Related party transactions include due from/to affiliate, which represents receivables and payables between companies that are related through common ownership.

Notes Receivable - Related Party

The Company entered into a promissory note dated January 28, 2019 with a related party. The outstanding principal amount and all unpaid interest are due to Fox on January 28, 2024. The note bears interest at a rate per annum equal to 12% on the outstanding principal amount, and the unpaid interest increases the principal amount quarterly as paid in kind interest. The principal loaned was $4,992,747. As of December 31, 2020, the Company had a long term note receivable of $5,994,108 and accrued interest income not yet applied to the principal of $180,004. Interest accrued during the 2020 year amounted to $1,181,365. The note and all accrued interest were paid by the related party during 2021, so as of December 31, 2021, the Company had $0 outstanding.

Management Agreement

On December 19, 2014, the Company entered into a management agreement (the “Agreement”) with Altamont Capital Management, LLC (“ACM”), an affiliate related to the Company’s stockholder, wherein the Company agreed to pay management fees as follows:

(a) quarterly fee in an aggregate amount equal to the greater of (a) $112,500 or (b) 25% of the amount equal to 3% of the combined EBITDA of the Company and its subsidiaries for the trailing 12-month period;

(b) fee in connection with each financing, acquisition and disposition transaction involving the Company in an aggregate amount to be agreed by the Company and ACM, provided that the fee does not exceed an amount equal to 1% of the gross transaction value of such transaction.

ACM is also entitled to receive reimbursement for expenses incurred in connection with the transactions and services provided. The Agreement expires on December 19, 2024 and will be automatically renewed annually until cancelled or upon the consummation of an initial public offering or change of control. The Company owes ACM unreimbursed expenses and management fees of $534,000 at December 31, 2021, which is included as a component of accounts payable on the consolidated balance sheet. At December 31, 2020 the Company owed ACM unreimbursed expenses of $43,000.

Related party management fees consist of the following for the years ended December 31:

	2021		2020
ACM management fees	$	1,154,679	$	567,478
ACM out of pocket fees		258,595		152,641
Total management fees	$	1,413,274	$	720,119

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December 31, 2021 and 2020

NOTE 4 - INVENTORIES

Inventories consist of the following for the years ended December 31:

	2021		2020
Finished goods	$	37,455,057	$	20,510,916
Inventory in transit		23,902,305		15,510,608
Inventories	$	61,357,362	$	36,021,524

NOTE 5 - DERIVATIVE FINANCIAL INSTRUMENTS

The Company operates in foreign countries, leading to exposure to the risk associated with fluctuating foreign exchange rates. To manage this risk, foreign exchange forward contracts are used to reduce the variability associated with exchange rate fluctuations. The Company hedges a portion of the transactions for expected inventory purchases and intercompany transactions. The Company uses Level 2 fair value measurements to determine the fair value of the forward contracts recorded on the consolidated balance sheet. Forward contracts are only used for hedging purposes. Derivatives and forward contracts are not used for speculative purposes.

When entering into any foreign exchange forward contracts, the Company ensures to deal only with reputable counterparties in order to mitigate credit risk.

The Company’s forward contracts for managing foreign exchange risk cover the following currency pairs:

• U.S. Dollars (USD) / Euros (EUR)

• U.S. Dollars / British Pounds (GBP)

• U.S. Dollars / Canadian Dollars (CAD)

U.S. Dollars are always the currency being purchased, while the other currency (EUR, GBP, or CAD) is sold. The notional amount of U.S. Dollars the company agreed to purchase in the 12-months following the end of the year are summarized below:

	Dec 31, 2021		Dec 31, 2020
U.S Dollars to purchase on Forward Contract	$	59,737,996	$	34,277,065

The below table summarizes the unrealized gains/(losses) on the forward contracts outstanding at the end of each year:

Derivative Type	Balance Sheet Account	2021		2020
Forward Contract (not designated as a hedging instrument)	Prepaid Expenses and other current assets	$	1,648,322	$	—
	Accrued liabilities	$	—	$	1,526,690

All unrealized gains and losses as shown at the end of 2021 will be recognized in the consolidated statement of operations within the next 12 months at then-current values, which may differ from the fair values shown above.

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December 31, 2021 and 2020

Pre-tax realized gains and losses from hedging contracts, as recognized in the consolidated statements of comprehensive income, are shown below:

Derivative Type	Statement of Comprehensive Income Account	2021		2020
Forward Contract (not designated as a hedging instrument)	Other expense (income)	$	733,424	$	474,585

NOTE 6 - PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

	2021			2020
Machinery and equipment	$	16,874,389		$	15,899,763
Leasehold improvements		17,948,898			18,482,534
Furniture and fixtures		8,906,616			9,226,835
Computer software		10,412,098			10,002,445
Vehicles		895,639			521,890
Less: accumulated depreciation and amortization		(40,423,121	)		(37,548,468	)
Add: construction in progress		6,376,014			1,221,150
Property and equipment, net	$	20,990,533		$	17,806,149

Depreciation and amortization expense for the years ended December 31, 2021 and 2020 was approximately $4,151,000 and $4,757,000, respectively.

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December 31, 2021 and 2020

NOTE 7 - INTANGIBLE ASSETS

Intangible assets consist of the following at December 31:

	2021			2020
Customer relationships	$	20,830,000		$	20,830,000
Leasehold interests		942,100			942,100
Non-compete agreements		560,000			560,000
Trademarks		29,920			29,920
Total amortizable intangibles		22,362,020			22,362,020
Less: accumulated amortization		(10,928,443	)		(9,455,381	)
Amortizable intangibles, net		11,433,577			12,906,639
Non-amortizable intangibles
Trademarks		32,756,234			32,700,000
Patents		114,245			114,245
Non-amortizable intangibles		32,870,479			32,814,245
Intangible assets, net	$	44,304,056		$	45,720,884

Amortization expense for the years ended December 31, 2021 and December 31, 2020 was approximately $1,690,000 and $1,683,000, respectively. Estimated future amortization for the succeeding five years are as follows:

Year Ending December 31,	Amount
2022	$	1,472,283
2023		1,463,725
2024		1,463,725
2025		1,463,725
2026		1,461,979
Thereafter		4,108,140
Total	$	11,433,577

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December 31, 2021 and 2020

NOTE 8 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	2021		2020
Prepaid expenses	$	4,859,694	$	2,851,143
Derivative financial instrument		1,648,322		—
Prepaid insurance		1,683,577		1,117,285
Taxes receivable		5,302,357		—
Other		1,871,823		1,167,059
Prepaid expenses and other current assets	$	15,365,773	$	5,135,487

NOTE 9 – OTHER NONCURRENT ASSETS

Other noncurrent assets consist of the following:

	2021		2020
Refundable deposits	$	3,075,071	$	175,078
Other		1,838,400		1,687,158
Loan origination, net of amortization		—		197,020
Film costs		419,766		—
Other assets	$	5,333,237	$	2,059,256

NOTE 10 - ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	2021		2020
Accrued expenses	$	2,765,198	$	1,825,461
Derivative financial instrument		—		1,526,690
Accrued salaries and compensation		8,083,740		7,777,432
Accrued customer deposits and gift cards		157,587		156,474
Taxes payable		—		1,262,607
Accrued refund liability		1,221,839		925,058
Accrued liabilities	$	12,228,364	$	13,473,722

NOTE 11 - LINE OF CREDIT

The Company began the year with a revolving bank line of credit agreement, expiring October 31, 2021, under which it could borrow up to approximately $37,500,000, subject to certain collateral limitations. The credit facility can be used for borrowings or letters of credit and is secured by substantially all assets of the

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December 31, 2021 and 2020

Company. This line of credit is guaranteed by the Company’s stockholder. Under the agreement, the Company is required to pay interest either at the LIBOR or base rate plus applicable margin plus 1.25% for amounts up to the formula amount. Any borrowing that is in excess of the formula amount bears an interest either at the LIBOR or base rate plus applicable margin. The agreement requires the Company to comply with certain financial covenants. The Company was in compliance with the financial covenants for the year ended December 31, 2020. The outstanding borrowing as of December 31, 2020 was $0. Interest expense for the year ended December 31, 2020 was approximately $374,000.

The Company entered into a new line of credit agreement dated March 31, 2021. This new agreement has a revolving line of credit agreement, expiring March 31, 2025, under which it may borrow up to approximately $35,000,000, subject to certain collateral limitations. The credit facility can be used for borrowings or letters of credit and is secured by substantially all assets of the Company. Under the agreement, the Company is required to pay interest quarterly at Libor Floor 1.00% + 3.50%. The agreement requires the Company to comply with certain financial covenants. The Company was in compliance with the financial covenants for the year ended December 31, 2021. The outstanding borrowing as of December 31, 2021 was $3,203,000, net of debt issuance costs of $1,131,000 and collateral held by the former line of credit provider totaling $28,000. Interest expense for the year ended December 31, 2021 was approximately $340,000.

NOTE 12 - NOTE PAYABLE

At the beginning of 2021 the Company had a Note payable that bore an annual interest rate at either the LIBOR rate plus 8.5% per annum or bank’s base rate plus 8.5% per annum; secured by substantially all assets of the Company; interest is payable monthly; 19 quarterly principal installments of $37,500 starting in March 2016; has an excess cash flow requirement but no excess cash flow payment is required as calculated in accordance with the agreement; in compliance with financial covenants for the year ended December 31, 2020. The original maturity of the note was December 31, 2020; however, an amendment was executed in November 2020 in which the maturity date of the loan was extended to October 31, 2021. The outstanding borrowing as of December 31, 2020 was $0.

The Company had a cross guarantee agreement with an affiliated entity under common ownership whereby the companies have guaranteed each other’s term loans. At December 31, 2020, the affiliate’s debts which have been guaranteed by the Company total $52,250,000 and mature at various dates through 2021. Management does not anticipate that the Company will be required to make any payments to the lenders under the guarantees. With execution of the amendment signed in May of 2020, both companies no longer have a combined leverage ratio covenant through the agreement, it will be governed by a minimum estimated availability threshold. This will ensure both companies meet all necessary covenants for the remainder of the agreement.

On March 31, 2021, the Company went through a refinancing of both the line of credit and term loan. The Company entered into a new debt agreement to fund a special dividend distribution to stockholders, and the prior Note payable was retired. As part of this refinance, the cross guarantee with the affiliated entity was removed. The new Note payable, bears annual interest rate at Libor Floor 1.00% + 6.75%, secured by substantially all assets of the Company, maturing March 31, 2025. Interest is payable quarterly; 15 quarterly principal installments ranging from $375,000 to $1,500,000 starting in July 2021; has an excess cash flow requirement but no excess cash flow payment is required as calculated in accordance with the agreement; in compliance with financial covenants for the years ended December 31, 2021.

Outstanding balance due as of December 31, 2021	$	59,250,000
Less: debt issuance costs		(3,085,427	)
Note payable, net	$	56,164,573

23

Fox Holdco, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021 and 2020

Total interest expense for the years ended December 31, 2021 and 2020 was approximately $3,543,000 and $518,000, respectively.

NOTE 13 - EQUITY-BASED COMPENSATION

As of December 31, 2021, certain members of management hold P-1 and P-2 partnership units in the Company’s stockholder, Fox Parent Holdings, LLC, these units vest over four years from the grant date. For the years ended December 31, 2021 and 2020, the Company recorded an adjustment to the fair value of the instruments of approximately $21,411,000 and $1,161,000, respectively, for vested awards, which brought the total liability up to $23,850,000 and $2,439,000, respectively, which is recorded on the consolidated balance sheet. On December 31, 2021, there was approximately $15,000,000 of unrecognized compensation costs related to unvested equity-based compensation arrangements. That cost is expected to be recognized over the weighted-average remaining vesting period of 2.2 years.

The following table summarizes partnership units activity during the year:

	P-1 Units			P-2 Units			P-3 Units
Fox Parent Holdings LLC
Awards outstanding as of January 1, 2021		23,452,892			29,489,665			2,292,662
Terminated awards		(1,067,667	)		(1,462,558	)		—
Awards granted		3,754,728			5,197,143			—
Awards outstanding as of December 31, 2021		26,139,953			33,224,250			2,292,662

NOTE 14 - INCOME TAXES

The components of the provision for income taxes provision (benefit) are as follows:

	2021			2020
Current:
Federal	$	250,633		$	(2,665	)
State		1,144,577			560,427
Foreign		1,305,119			412,004
Deferred:
Federal		4,103,216			(3,012,891	)
State		(382,064	)		(1,803,791	)
Foreign		(423	)		8,323
Income tax expense (benefit)	$	6,421,058		$	(3,838,593	)

The Company’s effective tax rate differs from its expected federal statutory rate as a result of deemed repatriation income, stock-based compensation, change in valuation allowance, foreign rate differential, deferred state taxes, U.S. deferred tax remeasurement, other permanent items, and adjustments to tax accounts for filed returns. During 2021, the Company released a valuation allowance of approximately $596,000 which flowed through the consolidated statement of comprehensive income as a tax benefit.

24

Fox Holdco, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021 and 2020

Significant components of deferred tax assets and liabilities in the accompanying consolidated balance sheet include the following:

	2021			2020
Deferred tax assets (foreign)
Net operating loss and charitable carryforwards	$	189,851		$	182,831
Accumulated depreciation and amortization		382,185			344,327
Accruals and reserves		261,101			278,276
Inventory		71,950			67,884
Other		—			49,306
Deferred tax assets (foreign)	$	905,087		$	922,624
	2021			2020
Deferred tax assets
Net operating loss and charitable carryforwards	$	1,390,700		$	3,010,927
Accruals and reserves		1,703,474			1,693,755
Tax credits carryforwards		642,578			4,770,771
Inventory		1,767,495			681,547
Unrealized foreign currency loss		170,834			72,252
Deferred rent		339,530			500,732
Deferred revenue		33,917			32,577
Other		244,615			118,106
Gross deferred tax assets (domestic)		6,293,143			10,880,667
Less: valuation allowance		(79,977	)		(676,306	)
Deferred tax assets after valuation allowance		6,213,166			10,204,361
Deferred tax liabilities
Accumulated depreciation and amortization		(13,065,021	)		(13,335,063	)
Net deferred tax liabilities	$	(6,851,855	)	$	(3,130,702	)

As of December 31, 2021 and 2020, the Company had deferred tax assets of approximately $7,815,000 and $11,803,000 respectively. The deferred tax assets consist primarily of net operating loss and tax credit carryforwards. As of December 31, 2021, the Company had fully utilized the remaining federal net operating loss carryforwards, which as of December 31, 2020 was approximately $7,395,000. As of December 31, 2021 and 2020, the Company had state net operating loss carryforwards of approximately $19,477,000 and $21,364,000, respectively, and Fox UK had net operating loss carryforwards of approximately $999,000 and $962,000, respectively. The state net operating loss carryforwards begin expiring in 2033. As of December 31, 2021 the Company no longer had any federal tax credit carryforwards, however as of December 31, 2020 the Company had $3,742,000 in federal tax credit carryforwards. As of December 31, 2021 and 2020, various state tax credits carryforwards amount to approximately $813,000 and $1,302,000, respectively. The California credits will begin expiring in 2024 if not utilized. The utilization of the net operating loss carryforward is subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state tax provisions. However, the annual limitation will not result in the expiration of the net operating loss before utilization.

25

Fox Holdco, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021 and 2020

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Lease Obligations

The Company leases facilities and vehicles under operating leases with unrelated parties that expire at various dates through December 2027. For the years ended December 31, 2021 and 2020 total lease expense was approximately $6,339,000 and $6,462,000, respectively.

At December 31, 2021, the future minimum annual lease payments under these agreements are as follows:

Year Ending December 31,	Amount
2022	$	5,728,560
2023		3,344,675
2024		2,597,055
2025		2,468,099
2026		2,428,867
Thereafter		2,551,767
Total	$	19,119,023

Sponsorships of Professional Athletes

The Company establishes relationships with professional athletes/teams in order to promote its products and brands. The Company has entered into endorsement agreements with professional athletes/teams in dirt bike riding and mountain biking. Many of these contracts provide incentives for public appearances and competitive victories while wearing or using the Company’s products. Under the terms of these agreements, the Company may be obligated to pay minimum guaranteed amounts. Such costs are expensed as incurred and are included with marketing and selling expenses in the accompanying consolidated statement of comprehensive income.

Litigation

The Company is subject to claims and lawsuits, which from time to time arise, primarily in the ordinary course of business. The Company does not believe it will incur losses with respect to any such existing or pending claims or lawsuits that would have a material impact on the Company’s consolidated financial position or results of operations.

NOTE 16 - EMPLOYEE BENEFIT PLAN

The Company has a 401(k) Profit Sharing Plan (the “Plan”) in which employees who have met certain service and eligibility requirements may participate. Each eligible employee may elect to contribute to the Plan, and the Company will make a safe harbor matching contribution equal to 100% of employees’ elective deferrals of the first 3% and 50% between 3% and 5% of a participant’s yearly compensation. The Company made contributions to the Plan of approximately $602,000 and $489,000 for years ended December 31, 2021 and 2020, respectively. Costs to administer the Plan were immaterial and expensed by the Company as incurred.

26

Fox Holdco, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2021 and 2020

NOTE 17 - SUBSEQUENT EVENTS

Subsequent events have been evaluated by the Company through April 29, 2022, which is the date the consolidated financial statements were available to be issued.

27

FOX HOLDCO, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and For the Six Months Ended June 30, 2022

FOX HOLDCO, INC. AND SUBSIDIARIES

Table of Contents

	Page
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheet		F-2
Condensed Consolidated Statement of Comprehensive Income		F-3
Condensed Consolidated Statement of Stockholder’s Equity		F-4
Condensed Consolidated Statement of Cash Flows		F-5
Notes to Condensed Consolidated Financial Statements		F-6

F-1

FOX HOLDCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)

As of June 30, 2022

(Amounts in thousands except share data)
ASSETS
Current assets
Cash and cash equivalents	$	19,288
Accounts receivable, net		39,213
Inventories		85,360
Income tax receivable		5,994
Other current assets		6,681
Total current assets		156,536
Property and equipment, net		21,947
Other assets
Intangible assets, net		43,618
Goodwill		41,945
Operating lease assets		15,889
Other noncurrent assets		5,788
Total other assets		107,240
Total assets	$	285,723
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable	$	46,068
Accrued salaries and compensation		5,195
Other current liabilities		4,563
Current portion of operating lease liabilities		4,499
Line of credit, net of debt issuance costs		14,656
Note payable		3,750
Total current liabilities		78,731
Long-term liabilities
Other long-term accrued liabilities		1,696
Equity based compensation liability		23,850
Note payable, net of debt issuance costs		51,764
Long-term operating lease liabilities		12,720
Deferred income taxes		5,967
Total long-term liabilities		95,997
Total liabilities		174,728
Commitments and contingencies (Note 12)
Stockholder’s equity
Common stock, $.001 par value, 1,000 shares authorized,
1,000 shares issued and outstanding		—
Additional paid-in capital		110,685
Accumulated income		3,560
Accumulated other comprehensive loss		(3,250	)
Total stockholder’s equity		110,995
Total liabilities and stockholder’s equity	$	285,723

See Notes to the Unaudited Condensed Consolidated Financial Statements.

F-2

FOX HOLDCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)

For the Six months ended June 30, 2022

(Amounts in thousands)
Net revenues
Sales	$	153,971
Royalties		163
Total net revenues		154,134
Cost of sales		86,222
Gross profit		67,912
Operating expenses		52,177
Income from operations		15,735
Other (expense) income:
Interest expense, net		(3,337	)
Loss on foreign currency exchange		(67	)
Other income		22
Total other expense		(3,382	)
Income before income taxes		12,353
Income tax provision		(2,247	)
Net income	$	10,106
Net income (from above)	$	10,106
Other comprehensive loss:
Foreign currency translation adjustment		(1,425	)
Total other comprehensive loss		(1,425	)
Comprehensive income	$	8,681

See Notes to the Unaudited Condensed Consolidated Financial Statements.

F-3

FOX HOLDCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (unaudited)

(Amounts in thousands except share data)	Shares		Amount		Additional Paid-In Capital		Accumulated Income (Deficit)			Accumulated Comprehensive Loss			Stockholder’s Equity
Balance, December 31, 2021		1,000	$	—	$	110,685	$	(6,546	)	$	(1,825	)	$	102,314
Foreign currency translation adjustment		—		—		—		—			(1,425	)		(1,425	)
Net income		—		—		—		10,106			—			10,106
Balance, June 30, 2022		1,000	$	—	$	110,685	$	3,560		$	(3,250	)	$	110,995

See Notes to the Unaudited Condensed Consolidated Financial Statements.

F-4

FOX HOLDCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)

For the Six months ended June 30, 2022

(Amounts in thousands)
Cash flows from operating activities:
Net income	$	10,106
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense		112
Amortization of debt issuance costs		649
Depreciation and amortization		2,527
Accrued long term incentive plan		327
Loss on disposal of property and equipment		14
Deferred income taxes		(884	)
Changes in operating assets and liabilities:
Accounts receivable		(6,448	)
Inventories		(24,002	)
Accounts payable		3,978
Other assets and liabilities		(404	)
Net cash used in operating activities		(14,025	)
Cash flows from investing activities:
Proceeds from sale of property and equipment		12
Payments to acquire property and equipment		(2,691	)
Net cash used in investing activities		(2,679	)
Cash flows from financing activities:
Draws on line of credit, net		12,438
Payments on notes payable		(1,125	)
Net cash provided by financing activities		11,313
Effect of exchange rate on cash and cash equivalents		(1,408	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(6,799	)
Cash and cash equivalents - beginning of period		26,087
Cash and cash equivalents - end of period	$	19,288
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	2,621
Income taxes		579

See Notes to the Unaudited Condensed Consolidated Financial Statements.

F-5

FOX HOLDCO, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Six Months Ended June 30, 2022

(Amounts in thousands except per share data and unless otherwise indicated)

NOTE 1 - NATURE OF BUSINESS

Organization and Business Activity

Fox Holdco, Inc. (“Fox Holdco” or “the Company”) is a C-Corporation that was incorporated on November 24, 2014 under the laws of the State of Delaware. Fox Holdco has interests in the following wholly owned subsidiaries: Fox Head, Inc. (“Fox Head”), Fox Head Europe SL (“Fox Europe”), Fox Asia Sourcing & Trading Co Ltd. (“FASTCO”), and Fox Head Canada, Inc. (“Fox Canada”).

Fox Head is the operating entity and is a wholly owned subsidiary of Fox Holdco. Fox Head, incorporated under the laws of the State of California in 1975, designs and distributes racewear and protective gear for the action sports industry, as well as casual sportswear and accessories for men, women, and youth. Subcontractors in the U.S., Asia, Europe, and Mexico manufacture the products under renewable agreements, which specify pricing in U.S. currency. Fox Head distributes its products through sales to independent retailers and distributors throughout the world and sells products directly to the end consumer through its website and its own retail and outlet stores.

Fox Head Europe Limited, (“Fox UK”), a wholly owned subsidiary of Fox Head, was incorporated under the laws of the United Kingdom in 2000. In 2012, Fox UK formed a wholly owned subsidiary, Fox Europe. In May 2014, Fox Europe became the parent company of Fox UK and its subsidiaries. Fox Europe markets and distributes Fox Head’s products throughout Europe.

FASTCO, a wholly owned subsidiary of Fox Head, was incorporated in the British Virgin Islands in 2004 with operations in Hong Kong to facilitate contract manufacturing and product sourcing.

Fox Canada, a wholly owned subsidiary of Fox Head, was incorporated under the laws of Alberta, Canada in 2010. Fox Canada markets and distributes Fox Head’s products throughout Canada.

Fox Holdco and its subsidiaries (together, the “Company”) conduct business in markets that are highly competitive. The Company’s ability to evaluate and respond to changing consumer demands and tastes is critical to its success. The Company believes that consumer acceptance depends on product, image, design, fit, and quality. Consequently, the Company has developed an experienced team of designers and engineers that it believes has helped it remain at the forefront of design and innovation in the areas in which it competes. The Company believes, however, that its continued success will depend on its ability to create a seamless, rider-first experience through an integrated marketplace, redefine the sports through brand building syndication and digitization, reach its riders better across the globe, and establish Fox as the preferred brand of choice.

The Company is dependent upon third parties for the manufacturing of substantially all its products. The inability of a manufacturer to ship products in a timely manner, or their failure to meet quality standards, could cause the Company to miss customer delivery date requirements or be liable for product defects. Failure to meet delivery date requirements could result in cancellation of orders, customers’ refusal to accept deliveries, or a reduction in purchase prices, any of which could have a material adverse effect on the Company’s financial condition and results of operations. The Company has no long-term formal arrangements with any suppliers and to date has experienced only limited difficulty in satisfying its product requirements. Although the Company believes it could replace such suppliers without a material adverse effect, there can be no assurance that such replacement could occur in a timely manner. The loss of such suppliers could have a material adverse effect on operating results.

F-6

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements were prepared by Fox Holdco, pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included within the 8K/A. The results for the six months ended June 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Fox Holdco and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less and money market mutual funds to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.

Concentration of Business, Significant Customers and Credit Risk

The Company has cash on deposit with a federally insured bank in excess of the maximum amounts insured by the Federal Deposit Insurance Corporation. The Company maintains its cash and cash equivalents with financial institutions that are of high credit quality in the United States and other countries with certain foreign operations. As of June 30, 2022, the cash deposits in foreign bank accounts were $16,245. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions and has determined credit exposure to be negligible.

Future sales and operations depend on the results of the Company’s operations outside the United States, which will be subject to the risks of foreign currency exchange volatility. Sales to foreign customers represented approximately 67% of net sales for the six month period ended June 30, 2022. Foreign customers accounted for approximately 63% of accounts receivable as of June 30, 2022.

Allowance for Estimated Credit Losses.

The Company maintains an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of the Company’s customers to make required payments. The Company estimates the allowance based upon historical bad debts, current customer receivable balances, age of customer receivable balances, and the customers’ financial condition, and in relation to a representative pool of assets consisting of a large number of customers with similar risk characteristics. The allowance is adjusted as appropriate to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions. As of June 30, 2022, the allowance estimated Credit Losses amounted to approximately $571.

Financial Instruments

The Company uses hedging from time to time to manage its foreign currency exposure, primarily on inventory purchases. The Company accounts for its derivative financial instruments in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. The Company records all financial instruments at fair value, which is the cost at the date of transaction. Subsequently, fair value is remeasured at each reporting date and based on prices quoted in active markets. Changes

F-7

in the fair value are recorded in Other expense (income) on the condensed consolidated statement of comprehensive income. The net position of any unrealized gains/(losses) on derivatives and hedging contracts is included in “Prepaid expenses and other current assets” on the condensed consolidated balance sheet.

Revenue Recognition

The Company’s principal source of revenue is product sales. The Company derives revenues from selling to wholesalers and directly to consumers. Revenue is accounted for in accordance with ASC 606. Under Topic 606, revenue is recognized using the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) a performance obligation is satisfied. The Company only applies the five-step model when collectability of the consideration in exchange for the goods transferred to the customer is reasonably assured. The Company recognizes revenue under Topic 606 when the goods are shipped, in an amount that reflects the consideration expected to be received in exchange for those goods or services.

The Company also recognizes revenue from the licensing of its intellectual property. With regard to licensing revenue, the Company recognizes revenue when the master agreement is signed and the usage occurs. For e-commerce sales, the Company recognizes revenue, net of sales taxes, and the related cost of goods sold at the time the merchandise is shipped to the customer.

In all cases, amounts related to shipping and handling billed to customers are reflected in net sales, and the related costs are reflected in cost of goods sold in the condensed consolidated statement of comprehensive income. The Company has made an accounting policy election to treat such costs as fulfillment costs rather than separate performance obligations. Provisions are made at the time of sale for estimated product returns and sales allowances. Management analyzes historical returns, current economic trends, changes in customer demand, and sell-through of products when evaluating the adequacy of the sales returns and other allowances. Significant management judgments and estimates must be made in connection with establishing the sales returns and other allowances in any accounting period. The allowance for sales returns amounted to approximately $1,381 as of June 30, 2022. These figures are recorded within accrued liabilities on the condensed consolidated balance sheet.

Shipping and Handling

Shipping and handling charges, billed to customers, are reported as sales revenues with the related costs included in cost of goods sold. Shipping and handling charges for six months ended June 30, 2022 were approximately $797.

Sales and Use Taxes

The Company is required to withhold and remit various federal, state, and local sales taxes, which are presented on a net basis, excluded from revenue and recorded as a liability.

Royalty Revenue

The Company receives royalty payments from customers who purchase the Company’s products directly from the Company’s vendors under licensing arrangements with the Company. These royalties are based on varying percentages of the customers’ product acquisition cost. The Company recognizes revenue from royalty customers upon product shipment from the vendors. There are no significant costs associated with these payments thus no corresponding costs are included in cost of goods sold in the condensed consolidated statement of comprehensive income.

Fair Value Measurements

Fair value is based on observable inputs (readily obtainable data from independent sources) and unobservable inputs (internally derived and reflecting the Company’s market assumptions).

Inputs are classified into the following hierarchy based on the level of judgment used to measure their fair value:

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable.

Level 3 - Unobservable inputs using estimates and assumptions developed by management.

F-8

The Company’s Level 1 financial instruments recorded on the condensed consolidated balance sheet include cash, receivables, inventory, prepaid expenses, other current assets, accounts payables, and accrued liabilities arising in the ordinary course of business. Management believes that the recorded value of such financial instruments is a reasonable estimate of their fair value due to their short-term nature or variable interest rates and other factors.

The Company’s Level 2 financial instruments recorded on the condensed consolidated balance sheet relate to derivative financial instruments. The foreign exchange forward contracts used to mitigate the foreign exchange risk, are derived using observable market inputs such as the daily market foreign currency exchange rates, currency volatilities, and currency correlations.

The Company’s Level 3 financial instruments recorded in the condensed consolidated balance sheet includes profits interest units. Management believes that the recorded value of such financial instruments is a reasonable estimate of their fair value.

Inventories

Inventories consist of racewear, protective gear for the action sports industry, casual sportswear, footwear, and accessories. Inventories are stated at the lower of cost or net realizable value. Cost is determined using a standard cost method (which approximates first in, first out) and includes material, shipping costs and overhead costs. Substantially all inventories are finished goods. Management reviews the inventory quantities on hand and estimates excess and obsolete inventory valuations based on a number of internal and external factors such as age and sales trends of the inventory.

Property and Equipment

Property and equipment are stated at cost and depreciated over their estimated useful lives, generally three to seven years, using the straight-line method for financial reporting purposes and accelerated methods for income tax reporting purposes. Leasehold improvements are amortized over the lesser of 10 years or the lease term. When property and equipment are sold or otherwise disposed of, the cost and the related accumulated depreciation accounts are relieved, and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized and amortized over its estimated useful life.

Capitalization of Construction in Progress

The Company capitalizes costs associated with construction in progress and internally developed software projects. Once a project is complete and placed in service, the Company ratably amortizes costs associated with these projects over the estimated useful life, generally three to seven years. The projects capitalized at year end are expected to be placed in service in the near future. If the capitalized construction costs become obsolete or impaired, the Company may be required to write-off any unamortized capitalized amounts or accelerate the amortization period.

Goodwill

Goodwill is not amortized but is subject to an impairment test at least annually, or sooner if triggering events occur that require an earlier assessment. The fair value of the reporting unit in which the goodwill relates to is compared to its carrying value. To the extent that the fair value is less than the carrying value of the underlying net assets of the reporting unit, the implied fair value of the goodwill is determined and compared to the carrying value of the excess of cost over the fair value of net assets and, if lower, an impairment to the goodwill is recorded. The company determined there is no impairment of goodwill as of June 30, 2022.

Film Costs

In accordance with ASC 926, the Company capitalizes costs associated with the production of Films. These costs may include development costs, direct costs, and/or production costs. As of June 30, 2022 the total amount capitalized was $420 and the status of this project was under development.

F-9

Intangible Assets

The Company records the purchased trademarks, non-compete agreements, and customer relationships initially based on their fair values as determined by a valuation performed by a third-party valuation specialist. Amortization for these intangible assets is being provided by the use of the straight-line method over the assets’ estimated useful lives. The estimated useful lives of the intangible assets are:

Non-compete agreements	5 years (contractual term)
Leasehold interest	Shorter of estimated useful life or lease term
Customer relationships	15 years
Trademarks	Indefinite

Impairment of Long-Lived Assets and Indefinite Lived Intangible Assets

The Company reviews the recoverability of its long-lived assets and indefinite lived intangible assets whenever events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. Additionally, indefinite lived assets are reviewed annually for impairment. Long Lived Assets and Indefinite Lived Intangible Assets are reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable, using the Company’s best estimates based on reasonable and supportable assumptions and projections. The impairment loss, if any, shall be measured as the amount by which the carrying value exceeds its fair value. The Company did not recognize an impairment loss for the six months ended June 30, 2022.

Debt Issuance Costs

The Company capitalizes costs related to obtaining a loan and amortizes these costs over the life of the loan. Total gross debt issuance costs were approximately $5,078 and the related accumulated amortization was approximately $1,510 as of June 30, 2022. Amortization expense was approximately $649,000 for the six month period ended June 30, 2022, and is included in interest expense on the condensed consolidated statement of comprehensive income.

Other Comprehensive Income/(Loss)

Other comprehensive income consists of foreign currency translation gains and losses, which are reported excluding the income tax effect because the Company believes such gains or losses will be indefinitely invested in foreign subsidiaries.

Foreign Currency Adjustments

The Company’s reporting currency for all operations worldwide is the U.S. dollar. For the Company’s foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated at the rate of exchange at the condensed consolidated balance sheet date, while revenue and expenses are translated using the average monthly exchange rate during the year. Cumulative translation adjustments resulting from the translation of foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive loss as a separate component of stockholder’s equity. Transactions that are denominated in foreign currencies are translated at the exchange rate in effect at the transaction date. The gains and losses on foreign currency remeasurement transactions are included in results of operations.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consist of taxes currently due plus deferred taxes.

Deferred income taxes are provided under the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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The Company adopted the provisions of Accounting for Uncertainty in Income Taxes which clarifies the accounting for uncertainty in income taxes recognized in the Company’s condensed consolidated financial statements in accordance with GAAP and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company did not have a liability for uncertain tax positions or unrecognized tax benefits as of June 30, 2022 and does not expect this to change significantly over the next 6 months. The Company will recognize interest and penalties accrued on any unrecognized tax liabilities as a component of the provision for income taxes. As of June 30, 2022, the Company has not accrued any interest or penalties related to uncertain tax positions as there were none.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions with varying statutes of limitations. The 2018 through 2021 tax years remain subject to examination by federal tax authorities, and the 2016 through 2021 tax years remain subject to examination by state tax authorities.

New Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards update (“ASU”) 2016-02, “Leases” (Topic 842), which requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The Company adopted ASU 2016-02 prospectively starting on January 1, 2022. As part of the adoption, the Company elected the package of practical expedients which permits the Company under the new standard not to reassess historical lease classification, not to recognize short-term leases on the balance sheet, and not to separate lease and non-lease components for all leases. In addition, the Company elected the use of hindsight to determine the lease term of its leases and applied its incremental borrowing rate based on the remaining term of its leases as of the adoption date. The impact upon adoption, on January 1, 2022, resulted in the recognition of right-of-use assets of approximately $15,501, and lease liabilities of approximately $16,847 on the Company’s condensed consolidated balance sheet. See Note 4, Leases, for additional information.

On January 1, 2022, the Company adopted ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“Topic 326”). Under ASC Topic 326, the “expected credit loss” model replaces the “incurred loss” model and requires consideration of a broader range of information to estimate expected credit losses over the life of the asset. The Company’s prior methodology for estimating credit losses on trade accounts receivable did not differ significantly from the new requirements of Topic 326 and therefore, the adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements and disclosures.

On January 1, 2022, the Company adopted ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU removes specific exceptions to the general principles of ASC Topic 740, “Accounting for Income Taxes” and simplifies certain U.S. GAAP requirements. This update is effective for fiscal years beginning after December 15, 2021. The adoption of this standard does not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

NOTE 3 - RELATED PARTY TRANSACTIONS

Related party transactions include due from/to affiliate, which represents receivables and payables between companies that are related through common ownership.

Management Agreement

On December 19, 2014, the Company entered into a management agreement (the “Agreement”) with Altamont Capital Management, LLC (“ACM”), an affiliate related to the Company’s stockholder, wherein the Company agreed to pay management fees as follows:

(a) quarterly fee in an aggregate amount equal to the greater of (a) $112.5 or (b) 25% of the amount equal to 3% of the combined EBITDA of the Company and its subsidiaries for the trailing 12-month period;

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(b) fee in connection with each financing, acquisition and disposition transaction involving the Company in an aggregate amount to be agreed by the Company and ACM, provided that the fee does not exceed an amount equal to 1% of the gross transaction value of such transaction.

ACM is also entitled to receive reimbursement for expenses incurred in connection with the transactions and services provided. The Agreement expires on December 19, 2024 and will be automatically renewed annually until cancelled or upon the consummation of an initial public offering or change of control. The Company owes ACM unreimbursed expenses and management fees of $0 as of June 30, 2022, which is included as a component of accounts payable on the condensed consolidated balance sheet.

Related party management fee expenses consisted of the following for the six months ended June 30, 2022:

ACM management fees	$	664
ACM out of pocket fees		131
Total management fees	$	795

NOTE 4 - LEASES

The Company leases certain warehouse and distribution space, office space, retail locations, equipment, and vehicles. All of these leases are classified as operating leases. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. These rates are assessed on a quarterly basis. The operating lease assets also include any lease payments made less lease incentives. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For operating leases, expense is recognized on a straight-line basis over the lease term. Variable lease payments associated with the Company’s leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. Tenant improvement allowances are recorded as leasehold improvements with an offsetting adjustment included in the Company’s calculation of its right-of-use asset.

Many leases include one or more options to renew, with renewal terms that can extend the lease term up to five years. The exercise of lease renewal options is at the Company’s sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term.

The amounts of assets and liabilities related to the Company’s operating leases were as follows:

	Balance Sheet Caption
Assets:
Operating lease assets	Operating lease assets	$	15,889
Liabilities:
Current:
Operating lease liabilities	Current portion of operating lease liabilities	$	4,499
Long-term:
Operating lease liabilities	Long-term operating lease liabilities		12,720
Total lease liabilities		$	17,219

The components of lease expense are recorded to operating expenses in the condensed consolidated statement of comprehensive income. The components of lease expense were as follows:

Fixed operating lease costs (1)	$	2,641
Variable operating lease costs		394
Lease Costs	$	3,035

(1) Includes short-term leases

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Weighted Average Remaining Lease Term (Years):
Operating leases	4.68
Weighted Average Discount Rate:
Operating leases	4.67	%

The approximate minimum lease payments under non-cancelable operating leases as of June 30, 2022 are as follows:

Remainder of fiscal year 2022	$	2,804
Fiscal year 2023		4,193
Fiscal year 2024		3,416
Fiscal year 2025		3,269
Fiscal year 2026		2,660
Fiscal year 2027		2,628
Thereafter		233
Total lease payments		19,203
Less imputed interest		(1,984	)
Present value of lease liabilities	$	17,219

Supplemental cash flow information related to leases is as follows:

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	2,729
Operating lease assets obtained in exchange for lease liabilities:
Operating leases		2,497

NOTE 5 - INVENTORIES

Inventories consist of the following for the as of June 30:

Finished goods	$	56,847
Inventory in transit		28,513
Total inventories	$	85,360

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

The Company operates in foreign countries, leading to exposure to the risk associated with fluctuating foreign exchange rates. To manage this risk, foreign exchange forward contracts are used to reduce the variability associated with exchange rate fluctuations. The Company hedges a portion of the transactions for expected inventory purchases and intercompany transactions. The Company uses Level 2 fair value measurements to determine the fair value of the forward contracts recorded on the condensed consolidated balance sheet. Forward contracts are only used for hedging purposes. Derivatives and forward contracts are not used for speculative purposes.

When entering into any foreign exchange forward contracts, the Company ensures to deal only with reputable counterparties in order to mitigate credit risk.

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The Company’s forward contracts for managing foreign exchange risk cover the following currency pairs:

• U.S. Dollars (USD) / Euros (EUR)

• U.S. Dollars / British Pounds (GBP)

• U.S. Dollars / Canadian Dollars (CAD)

U.S. Dollars are always the currency being purchased, while the other currency (EUR, GBP, or CAD) is sold. The notional amount of U.S. Dollars the company agreed to purchase on forward contract in the 12-months following June 30, 2022 is $21,927.

The below table summarizes the unrealized gains/(losses) on the forward contracts outstanding as of June 30, 2022:

Derivative Type	Balance Sheet Account	Amount
Forward contract (not designated as a hedging instrument)	Prepaid Expenses and other current assets	$	1,628

All unrealized gains and losses as shown as of June 30, 2022, will be recognized in the condensed consolidated statement of comprehensive income within the next 12 months at then-current values, which may differ from the fair values shown above.

Pre-tax realized gains and losses from hedging contracts, as recognized in the condensed consolidated statement of comprehensive income, is shown below:

Derivative Type	Statement of Comprehensive Income Account	Amount
Forward contract (not designated as a hedging instrument)	Other income	$	(2,101	)

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Machinery and equipment	$	17,596
Leasehold improvements		19,782
Furniture and fixtures		8,775
Computer software		10,346
Vehicles		1,071
Not yet in service		5,895
Gross property and equipment		63,465
Less: accumulated depreciation and amortization		(41,518	)
Net property and equipment	$	21,947

Depreciation and amortization expense for the six months ended June 30, 2022 was approximately $1,690.

NOTE 8 - INTANGIBLE ASSETS

Intangible assets consist of the following as of June 30, 2022:

Customer relationships	$	20,830
Leasehold interests		942
Non-compete agreements		560
Trademarks		30
Total amortizable intangibles		22,362
Less: accumulated amortization		(11,665	)
Amortizable intangibles, net		10,697
Non-amortizable intangibles
Trademarks		32,807
Patents		114
Non-amortizable intangibles		32,921
Intangible assets, net	$	43,618

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Amortization expense for the six months ended June 30, 2022 was approximately $837. As of June 30, 2022, the Company expects amortization expense related to these assets to be as follows:

Remainder of calendar year 2022	$	736
Year ended December 31, 2023		1,464
Year ended December 31, 2024		1,464
Year ended December 31, 2025		1,464
Year ended December 31, 2026		1,462
Thereafter		4,107
Total	$	10,697

NOTE 9 - LINE OF CREDIT

The Company entered into a new line of credit agreement dated March 31, 2021. This new agreement has a revolving line of credit agreement, expiring March 31, 2025, under which it may borrow up to approximately $35, subject to certain collateral limitations. The credit facility can be used for borrowings or letters of credit and is secured by substantially all assets of the Company. Under the agreement, the Company is required to pay interest quarterly at Libor Floor 1.00% + 3.50% . The agreement requires the Company to comply with certain financial covenants. The Company was in compliance with the financial covenants for the six months ended June 30, 2022. The outstanding borrowing as of June 30, 2022 was $14,656, net of debt issuance costs of $957 and collateral held by the former line of credit provider totaling $0. Interest expense for the six months ended June 30, 2022 was approximately $414.

NOTE 10 - NOTE PAYABLE

The Note payable, bears annual interest rate at Libor Floor 1.00% + 6.75%, secured by substantially all assets of the Company, maturing March 31, 2025. Interest is payable quarterly; 15 quarterly principal installments ranging from $375 to $1,500; has an excess cash flow requirement but no excess cash flow payment is required as calculated in accordance with the agreement; in compliance with financial covenants for the six months ended June 30, 2022.

Outstanding balance due as of June 30, 2022	$	58,125
Less: debt issuance costs		(2,611	)
Note payable, net	$	55,514

Total interest expense for the six months ended June 30, 2022 was approximately $2,283.

NOTE 11 - INCOME TAXES

The Company’s provision for income taxes includes federal, foreign, and state income taxes. Income tax provisions for interim periods are based on the estimated effective annual income tax rates for the current year and the prior year.

The income tax provision for the six months ended June 30, 2022 represents an effective tax rate of 18.2%.

The effective tax rate for the six months ended June 30, 2022 is reflective of the federal statutory rate of 21% increased by the state taxes and decreased by benefit of foreign-derived intangible income.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Lease Obligations

The Company leases certain warehouse, distribution and office facilities, vehicles and office equipment under operating leases. These operating lease liabilities represent commitments for minimum lease payments under non-cancelable operating leases in the amount of $19. See Note 4, Leases.

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Sponsorships of Professional Athletes

The Company establishes relationships with professional athletes/teams in order to promote its products and brands. The Company has entered into endorsement agreements with professional athletes/teams in dirt bike riding and mountain biking. Many of these contracts provide incentives for public appearances and competitive victories while wearing or using the Company’s products. Under the terms of these agreements, the Company may be obligated to pay minimum guaranteed amounts. Such costs are expensed as incurred and are included with marketing and selling expenses in the accompanying condensed consolidated statement of comprehensive income.

Litigation

The Company is subject to claims and lawsuits, which from time to time arise, primarily in the ordinary course of business. The Company does not believe it will incur losses with respect to any such existing or pending claims or lawsuits that would have a material impact on the Company’s condensed consolidated financial position or results of operations.

NOTE 13 - EMPLOYEE BENEFIT PLAN

The Company has a 401(k) Profit Sharing Plan (the “Plan”) in which employees who have met certain service and eligibility requirements may participate. Each eligible employee may elect to contribute to the Plan, and the Company will make a safe harbor matching contribution equal to 100% of employees’ elective deferrals of the first 3% and 50% between 3% and 5% of a participant’s yearly compensation. The Company made contributions to the Plan of approximately $382 for the six months ended June 30, 2022. Costs to administer the Plan were immaterial and expensed by the Company as incurred.

NOTE 14 - EQUITY-BASED COMPENSATION

As of June 30, 2022, certain members of management hold P-1 and P-2 partnership units in the Company’s stockholder, Fox Parent Holdings, LLC, these units vest over four years from the grant date. The total liability of $23,850 is recorded on the condensed consolidated balance sheet.

The following table summarizes partnership units activity during the six months:

(Units shown in ones)	P-1 Units		P-2 Units		P-3 Units
Fox Parent Holdings LLC:
Awards outstanding as of January 1, 2022	$	26,139,953	$	33,224,250	$	2,292,662
Awards outstanding as of June 30, 2022	$	26,139,953	$	33,224,250	$	2,292,662

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