Common use of Parent Guarantee Clause in Contracts

Parent Guarantee. (a) Parent irrevocably and unconditionally guarantees to Seller the due and punctual payment and performance of the obligations of Buyer hereunder (the “Guaranteed Obligations”). If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a court, any right to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary set forth in this Section 12.14, (i) to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby).

Parent Guarantee. (a) The Parent hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to Seller the due and punctual payment and performance of all of the payment and other obligations of Buyer hereunder Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Guaranteed Parent Obligations”). If, for any reason whatsoeverin each case, Buyer fails or is unable when and to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a courtextent that, any right to require proceeding first against Buyersuch Parent Obligations shall become due and payable; provided, any right to require however, that the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything Parent shall be subject to the contrary limitations set forth herein and shall succeed to all rights of Purchaser hereunder. The Parent agrees that the guaranty set forth in this Section 12.1411.16 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 (i) 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 157437977.10 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 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 Buyer enforceability thereof may be limited by the Enforceability Exceptions. [The remainder of this page is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)intentionally left blank.]

Parent Guarantee. (a) In consideration of the substantial direct and indirect benefits derived by Parent from the transactions contemplated in this Agreement, and in order to induce Buyer to enter into this Agreement and consummate the transactions contemplated in this Agreement, Parent, as principal obligor and not merely as surety, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to Seller Buyer and the due other Buyer Indemnitees the full and punctual payment and timely performance of Seller’s obligations (including all indemnification and payment obligations) incurred in connection with this Agreement or any agreement, certificate, instrument or other document required to be delivered hereunder, in each case as the obligations of Buyer hereunder same is now or may hereafter be in effect (collectively, the “Guaranteed Seller Obligations”). IfParent acknowledges and agrees that: (a) this guaranty is irrevocable, for any reason whatsoeverabsolute and unconditional, Buyer fails or is unable to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a court, any right to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee guaranty of payment and performance and not solely collectability, merely of collection and is in no way conditioned or contingent upon any attempts attempt to collect from Seller; and (b) no extension, increase, modification, amendment, waiver, consent, release or upon extinguishment of any of the Seller Obligations, or other condition or contingency. Notwithstanding anything to the contrary set forth change in this Section 12.14any Seller Obligation, (i) to the extent that the Buyer is relieved from the Guaranteed Obligations whether by satisfaction thereof or pursuant to any mutual written agreement between of Buyer and Seller, Parent decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guaranty, and such validity and enforceability shall not be similarly relieved affected by any lack of such Guaranteed Obligations and (ii) Parent shall be permitted to assert validity or enforceability of any defenses to the exercise Seller Obligation as a result of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation application of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate moratorium or other power similar Law relating to creditors’ rights and general principles of Buyerequity to Seller. Parent hereby waives, lack for the benefit of capacityBuyer and the other Buyer Indemnitees, lack to the fullest extent not prohibited by Law, any defenses or benefits that may be derived from or afforded by law that limit the liability of authority or exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Buyer and the other Buyer Indemnitees, and Parent further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the same pertains to Seller or any of the Seller Obligations, or any right to require Buyer or any other disability Buyer Indemnitee to proceed against Seller or to exhaust any security held by Buyer or the enforceability other Buyer Indemnitee or validity of, to pursue any other remedy with respect to any of the Seller Obligations. Buyer may at any time and from time to time without notice to or defense based on the unenforceability consent of Parent and without impairing or invalidity of, releasing the obligations against Buyerof Parent under this guaranty, or other defenses expressly waived hereby or thereby)agree with Seller to make any change in the terms of the Seller Obligations.

Parent Guarantee. (a) Parent hereby absolutely, unconditionally and irrevocably guarantees the full and unconditionally guarantees to Seller the due and punctual timely payment and performance of Buyer of all provisions of this Agreement, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the obligations of Buyer hereunder (the “Guaranteed Obligations”). If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed ObligationsNotes. Parent hereby waives diligencenotice of the acceptance hereof, presentment, demand of for payment, filing objections with a courtprotest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require proceeding first Sellers to proceed against Buyer, Buyer or pursue any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands other remedy in Sellers' power whatsoever. This is a guarantee The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance and not solely collectabilityin full of all obligations covered by this guarantee, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary set forth in this Section 12.14, (i) to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant without regard to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved rejection or termination thereof by reason of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the guaranty in laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Section 12.14 by Seller available to Buyer Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with the its terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubtconditions, except for any defense arising as enforcement may be limited by operation general principles of any equity and by bankruptcy, insolvency, disabilitymoratorium and similar laws affecting creditors' rights and remedies generally, dissolution, receivership, reorganization regardless of whether asserted in a proceeding in equity or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)at law.

Parent Guarantee. (a) Parent hereby irrevocably and unconditionally guarantees to Seller Seller, as primary obligor and not merely as a surety, the due full and punctual timely payment and performance of the obligations of Buyer hereunder Buyer’s covenants and agreements in this Agreement (collectively, the “Buyer Guaranteed Obligations”). If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a court, any right to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance performance, and not solely collectabilitymerely of collection, and Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of Buyer’s obligations or liabilities, whether by decree in no way conditioned any bankruptcy proceeding or contingent upon otherwise, shall affect the continuing validity and enforceability of this guarantee; provided, however, that a Delay of Payment must have occurred before any attempts Seller Indemnified Parties may seek to collect enforce a Buyer Guaranteed Obligation against Parent. Parent hereby waives, for the benefit of Seller, (a) any right to require Buyer, as a condition of payment or upon performance by Parent, to proceed in any Legal Proceeding against Buyer or pursue any other condition or contingency. Notwithstanding anything remedies whatsoever after a Delay of Payment has occurred and (b) to the contrary set forth fullest extent permitted by Law, any defenses or benefits that may be derived from or afforded by any Law that limit the liability of or exonerate guarantors or sureties, other than defense of payment and performance in full of the Buyer Guaranteed Obligations. Parent understands that Seller is relying on this Section 12.14, guarantee in entering into this Agreement. Parent hereby represents and warrants that (i) it has all requisite power and authority to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer execute, deliver and Seller, Parent shall be similarly relieved of such Guaranteed Obligations perform this Agreement and (ii) this Agreement represents (assuming the valid authorization, execution and delivery of this Agreement by the other parties hereto) the legal, valid and binding obligation of Parent, enforceable against Parent shall be permitted to assert any defenses to the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with its terms. The foregoing representations and warranties of Parent shall survive until the terms and conditions of the Agreement in connection with the Buyer Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization have been performed or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)paid and satisfied in full.

Parent Guarantee. (a) Parent Guarantor irrevocably and unconditionally guarantees to Seller each Holder of Debentures, and to the due Trustee and its successors and assigns, the full and punctual payment and performance of the principal of and interest on the Debentures, when and as the same shall become due and payable, whether at maturity or upon redemption or acceleration or otherwise, and all other monetary obligations of Buyer hereunder (the “Guaranteed Obligations”). IfCompany under the Indenture and the Debentures, for any reason whatsoeverincluding obligations to the Trustee, Buyer fails or is unable in each case according to duly, punctually and fully pay or perform any the terms of the Guaranteed ObligationsIndenture and the Debentures. Parent Xxxxxxxxx agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, Parent will forthwith Guarantor shall duly and punctually pay the same. Parent Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of the Debentures, any modification of the Debentures, any invalidity, irregularity or performunenforceability of the Debentures or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by any Holder of Debentures or the Trustee, or cause to be paid any other circumstances which may otherwise constitute a legal or performed, such Guaranteed Obligationsequitable discharge of a surety or guarantor. Parent Guarantor hereby waives diligence, presentment, demand of payment, filing objections of claims with a courtcourt in the event of a merger or bankruptcy of the Company, any right to require a demand or proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, noticeCompany, protest or notice with respect to the Debentures or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Parent Guarantee will not be discharged as to any Debenture except by payment in full of the principal of, interest and other amounts payable with respect to such Debenture pursuant to such Debenture or the Indenture. For so long as any Debentures are outstanding, Parent Guarantor will guarantee the delivery of the cash and shares of Parent Guarantor Common Stock issuable upon conversion of the Debentures pursuant to the terms of this Supplemental Indenture and the Debentures. This Parent Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Debenture, in whole or in part, is a guarantee of payment and performance and not solely collectability, and is in no way conditioned rescinded or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything must otherwise be restored to the contrary set forth Company or Parent Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. Parent Guarantor shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by Parent Guarantor pursuant to the provisions of this Section 12.14Parent Guarantee or the Indenture; provided, however, that Parent Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the extent that rights of a Holder against the Buyer is relieved from Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Guaranteed Obligations by satisfaction Company in respect thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent to receive any payment in the nature of contribution or for any other reason from any other obligor with respect to such payment, in each case, until the principal of and interest on the Debentures shall be permitted to assert any defenses have been paid in full. Any term or provision of this Supplemental Indenture to the exercise contrary notwithstanding, the maximum aggregate amount of this Parent Guarantee shall not exceed the guaranty in maximum amount that can be hereby guaranteed without rendering this Section 12.14 by Seller available Parent Guarantee voidable under applicable law relating to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization fraudulent conveyances or fraudulent transfers or similar law or by reason laws affecting the rights of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)creditors generally.

Parent Guarantee. (a) To induce Buyer to enter into this Agreement, and to enter into and perform various transactions contemplated hereby, for a period of three years from the Closing Date, Parent absolutely, unconditionally and irrevocably and unconditionally guarantees to Seller Buyer and its successors and permitted assigns, the due prompt and punctual complete payment and performance as and when due (whether at stated maturity, by acceleration or otherwise), of the all existing and future obligations of Seller to Buyer hereunder under, pursuant to or in connection with Article X of this Agreement, provided that the maximum liability of Parent with respect to such guarantee shall not exceed $2,500,000 (the “Guaranteed ObligationsAmount”), provided further that if during the three-year period following the Closing Date the payment of sums from the Escrow Amount is unavailable for immediate payment, for any reason, at the time at which a payment under an indemnity claim made pursuant to the provisions set forth in Article X of this Agreement would otherwise be required to be made pursuant to the terms of the Escrow Agreement and such circumstances have not arisen as a result of full or partial exhaustion of the Escrow Amount by previous indemnity claims of Buyer, Buyer and its successors and permitted assigns may instead pursue payment of such indemnity claim under this guarantee to the extent of the Escrow Amount that is unavailable as a result of the foregoing and in any case only up to a maximum of $7,500,000 (inclusive of the Guaranteed Amount) cumulatively for such claims under such conditions (the “Alternative Guaranteed Amount”). If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform any of shall make all claims against the Guaranteed ObligationsAmount or the Alternative Guaranteed Amount, Parent will forthwith pay as applicable, mutatis mutandis in accordance with the procedures set forth in Section 10.05. Parent’s obligations hereunder are primary and not secondary and are unconditional and shall not be affected by any other circumstance relating to the guarantee that might otherwise constitute a legal or perform, equitable discharge of or cause defense to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand this guarantee (excluding the defense of payment, filing objections with a court, any right to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoeverwhich is not waived). This is a guarantee of payment and performance and not solely collectabilitya guarantee of collection, and is in no way conditioned Parent agrees that Buyer may resort to Parent for payment of any of the guarantee owed to it whether or contingent upon not Buyer shall have proceeded against Seller for any attempts of the obligations giving rise to collect the guarantee and whether or upon not Buyer has pursued any other condition or contingencyremedy available to it. Notwithstanding anything Buyer shall not be obligated to file any claim relating to the contrary set forth guarantee in this Section 12.14, (i) the event that Seller becomes subject to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any a bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason proceeding, and the failure of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability Buyer to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the so file shall not affect Parent’s obligations against Buyer, or other defenses expressly waived hereby or thereby)hereunder.

Parent Guarantee. (a) In order to induce the Banks to extend credit hereunder to Finance Co., Parent hereby irrevocably and unconditionally guarantees to Seller guarantees, as primary obligor and not merely as a surety, the Finance Co. Obligations. Parent further agrees that the due and punctual payment of the Finance Co. Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Finance Co. Obligation. Parent waives presentment to, demand of payment from and protest to Finance Co. of any of the Finance Co. Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of Parent hereunder shall not be affected by (a) the failure of any Bank or the Agent to assert any claim or demand or to enforce any right or remedy against Finance Co. under the provisions of this Agreement or otherwise, (b) change or increase in the amount of any of the Finance Co. Obligations, whether or not consented to by Parent, or (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any other agreement. Parent further agrees that its agreement hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Finance Co. Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of any other person. The obligations of Parent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Finance Co. Obligations, any impossibility in the performance of the Finance Co. Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Buyer Parent hereunder (shall not be discharged or impaired or otherwise affected by the “Guaranteed Obligations”). If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform any failure of the Guaranteed Agent or any Bank to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Finance Co. Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of Parent will or otherwise operate as a discharge of Parent or Finance Co. as a matter of law or equity. Parent further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Finance Co. Obligation is rescinded or must otherwise be restored by the Agent or any Bank upon the bankruptcy or reorganization of Finance Co or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Agent or any Bank may have at law or in equity against Parent by virtue hereof, upon the failure of Finance Co. to pay any Finance Co. Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, Parent hereby promises to and will, upon receipt of written demand by the Agent, forthwith pay or performpay, or cause to be paid, in cash the amount of such unpaid Finance Co. Obligation. Upon payment by Parent of any Finance Co. Obligation, each Bank shall, in a reasonable manner, assign the amount of such Finance Co. Obligation owed to it and so paid or performedto Parent, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a court, any right assignment to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary set forth in this Section 12.14, (i) be pro tanto to the extent that to which --- ----- the Buyer is relieved from the Guaranteed Obligations Finance Co. Obligation in question was discharged by satisfaction Parent, or make such disposition thereof or pursuant as Parent shall direct (all without recourse to any mutual written agreement between Buyer Bank and Sellerwithout any representation or warranty by any Bank). Upon payment by Parent of any sums as provided above, all rights of Parent against Finance Co. arising as a result thereof by way of right of subrogation or otherwise shall in all respects be similarly relieved subordinate and junior in right of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses payment to the exercise prior indefeasible payment in full of all the guaranty in this Section 12.14 Finance Co. Obligations owed by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability Finance Co. to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)Banks.

Parent Guarantee. (a) Parent irrevocably hereby absolutely and unconditionally guarantees to Seller (except for any conditions contained in this Section 11.18) the due and punctual payment and performance when due of the obligations all obligations, liabilities and indebtedness of Buyer hereunder any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Guaranteed Company Obligations”). IfThe Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, for any reason whatsoeverperformance or discharge of obligation by Parent is due, Buyer fails or is unable to duly, punctually and fully pay or perform any of the Guaranteed Obligationsamount thereof, Parent will forthwith pay may assert any defenses or performlimitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or cause to in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be paid or performed, such Guaranteed Obligationsexpressly set forth herein. Parent hereby waives diligence, each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand demand, protest or notice of paymentdishonor, filing objections nonpayment or other default with a court, respect to any right to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest Company Obligations and all demands whatsoever. This is a guarantee of payment other notices whatsoever (except for notices to be provided to Company, Parent and performance and not solely collectability, and is its counsel in no way conditioned accordance with this Agreement or contingent upon applicable Law); (iii) any attempts to collect requirement that Buyer institute suit or upon otherwise exhaust its rights or remedies against Company or against any other condition Person prior to enforcing any rights they have hereunder or contingency. Notwithstanding anything otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the contrary set forth payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 12.14, (i) 11.18 shall limit Parent’s ability to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant assert as a defense to any mutual written agreement between Buyer claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and Sellerdelivered by Parent, Parent shall be similarly relieved of such Guaranteed Obligations and, assuming this Agreement constitutes the valid and (ii) Parent shall be permitted to assert any defenses to the exercise binding obligation of the guaranty in other parties hereto, this Section 12.14 by Seller available to Buyer 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubtits terms, except for any defense arising by operation of any bankruptcysubject, insolvencyas to enforcement, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)Bankruptcy and Equity Exception.

Parent Guarantee. (a) In order to induce the Banks to extend credit hereunder to Finance Co., Parent hereby irrevocably and unconditionally guarantees to Seller guarantees, as primary obligor and not merely as a surety, the Finance Co. Obligations. Parent further agrees that the due and punctual payment of the Finance Co. Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Finance Co. Obligation. Parent waives presentment to, demand of payment from and protest to Finance Co. of any of the Finance Co. Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of Parent hereunder shall not be affected by (a) the failure of any Bank or the Agent to assert any claim or demand or to enforce any right or remedy against Finance Co. under the provisions of this Agreement or otherwise, (b) change or increase in the amount of any of the Finance Co. Obligations, whether or not consented to by Parent, or (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any other agreement. Parent further agrees that its agreement hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Finance Co. Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of any other person. The obligations of Parent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Finance Co. Obligations, any impossibility in the performance of the Finance Co. Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Buyer Parent hereunder (shall not be discharged or impaired or otherwise affected by the “Guaranteed Obligations”). If, for any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform any failure of the Guaranteed Agent or any Bank to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Finance Co. Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of Parent will or otherwise operate as a discharge of Parent or Finance Co. as a matter of law or equity. Parent further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Finance Co. Obligation is rescinded or must otherwise be restored by the Agent or any Bank upon the bankruptcy or reorganization of Finance Co. or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Agent or any Bank may have at law or in equity against Parent by virtue hereof, upon the failure of Finance Co. to pay any Finance Co. Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, Parent hereby promises to and will, upon receipt of written demand by the Agent, forthwith pay or performpay, or cause to be paid, in cash the amount of such unpaid Finance Co. Obligation. Upon payment by Parent of any Finance Co. Obligation, each Bank shall, in a reasonable manner, assign the amount of such Finance Co. Obligation owed to it and so paid or performedto Parent, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a court, any right assignment to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary set forth in this Section 12.14, (i) be pro tanto to the extent that to which --- ----- the Buyer is relieved from the Guaranteed Obligations Finance Co. Obligation in question was discharged by satisfaction Parent, or make such disposition thereof or pursuant as Parent shall direct (all without recourse to any mutual written agreement between Buyer Bank and Sellerwithout any representation or warranty by any Bank). Upon payment by Parent of any sums as provided above, all rights of Parent against Finance Co. arising as a result thereof by way of right of subrogation or otherwise shall in all respects be similarly relieved subordinate and junior in right of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses payment to the exercise prior indefeasible payment in full of all the guaranty in this Section 12.14 Finance Co. Obligations owed by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability Finance Co. to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)Banks.

Parent Guarantee. (a) In connection with the transactions contemplated by this Agreement, Parent irrevocably hereby irrevocably, absolutely and unconditionally guarantees to Seller the due, punctual and complete performance and payment (and not merely collection) in full of all obligations and liabilities of the Entities, NIIH and its Affiliates under this Agreement and the Company Share Transfer Agreement, and all obligations and liabilities of the Company under the Nextel Holdings Share Transfer Agreement, as and when due and punctual payment payable or required to be performed pursuant to any provisions of this Agreement, the Nextel Holdings Share Transfer Agreement and performance of the obligations of Buyer hereunder Company Share Transfer Agreement, subject to the terms and conditions hereof and thereof (the “Guaranteed Obligations”)) and agrees that Purchaser and AI Brazil shall be entitled to enforce directly against Parent any of the Guaranteed Obligations. IfTo the fullest extent permitted by applicable Law, for Parent waives presentment to, demand of payment from and protest to any reason whatsoever, Buyer fails or is unable to duly, punctually and fully pay or perform other Person of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of Parent will forthwith pay hereunder shall not be subject to any reduction, limitation, impairment or performtermination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, or otherwise. In the event that Parent or any of its 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) other than as contemplated by this Agreement, transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause proper provision to be paid made so that such successor or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a court, any right to require proceeding first against Buyer, any right to require assign shall expressly assume the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary obligations set forth in this Section 12.14, (i) to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)13.11.

Parent Guarantee. (a) Parent irrevocably hereby unconditionally and unconditionally absolutely guarantees to Sellers, the Seller Indemnitees and the Covered Persons the due and punctual full payment, performance and discharge of all covenants, agreements and other obligations of Buyer hereunder, including, but not limited to, Buyer’s obligation to pay the Purchase Price pursuant to Section 2.2, Buyer’s obligation to pay the Net Working Capital Excess (if any) pursuant to 2.6(f) or any amounts pursuant to Section 2.8, and Buyer’s indemnification obligations pursuant to Article IX, and Parent shall make prompt payment (after written demand by any such Person) to such Person for any amount thereof. The foregoing guarantee shall be direct, absolute, irrevocable, and performance unconditional and shall not be impaired irrespective of any assignment, modification, waiver, release, supplement extension or other change in the terms of all or any of the obligations of Buyer hereunder (or the “Guaranteed Obligations”). If, obligation of the Company or any of its Subsidiaries for any other reason whatsoever. Parent and Buyer hereby waive any requirement of promptness, diligence or notice with respect to the foregoing guaranty and any requirement that Sellers exhaust any right or take any action against Parent, Buyer fails or is unable to duly, punctually and fully pay the Company or perform any Subsidiary thereof in respect of any of their obligations hereunder or otherwise. The Parties agree that there are no third party beneficiaries to this guarantee (other than the Guaranteed ObligationsSeller Indemnities and the Covered Persons), Parent will forthwith pay or performand no one other than Sellers, the Seller Indemnitees and the Covered Persons shall be entitled to rely on, or cause to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a court, any right to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary set forth in this Section 12.14, (i) to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent shall be permitted entitled to assert any defenses to enforce the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity provisions of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)this Section.

Parent Guarantee. (a) In consideration of, and as an inducement to Seller entering into this Agreement and performing its respective obligations hereunder, Parent irrevocably hereby irrevocably, absolutely and unconditionally guarantees to Seller the due full performance and punctual payment and performance by the Buyers of the obligations covenants, obligations, monetary or otherwise, and undertakings of Buyer hereunder the Buyers pursuant to or otherwise in connection with this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereby or thereby (the “Buyer Guaranteed Obligations”). IfThis guarantee is a guarantee of performance and not of collection. To the fullest extent permitted by Law, for Parent hereby expressly waives any and all rights or defenses arising by reason whatsoeverof any Law that would otherwise require any election of remedies by Seller and Parent waives promptness, Buyer fails or is unable to dulydiligence, punctually and fully pay or perform any notice of the acceptance of this guaranty and of the Buyer Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of for payment, filing objections with a courtnotice of non-performance, default, dishonor and protest, notice of any right to require proceeding first against Buyerof the Buyer Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the prior disposition marshalling of assets of the assets of Buyer to meet its obligationsBuyers, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectabilitysuretyship defenses generally; provided, and is in no way conditioned however, that notwithstanding the foregoing or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary set forth herein, Parent shall have all of the same rights and defenses (whether pursuant to limitations on liability, notice requirements or otherwise) as the Buyers may have pursuant to the terms of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby or thereby. Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby and that the waivers set forth in this Section 12.14, (i) to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved 8.11 are knowingly made in contemplation of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)benefits.

Parent Guarantee. (a) The Parent hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to Seller the due and punctual payment and performance of all of the payment and other obligations of Buyer hereunder Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Guaranteed Parent Obligations”). If, for any reason whatsoeverin each case, Buyer fails or is unable when and to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a courtextent that, any right to require proceeding first against Buyersuch Parent Obligations shall become due and payable; provided, any right to require however, that the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything Parent shall be subject to the contrary limitations set forth herein and shall succeed to all rights of Purchaser hereunder. The Parent agrees that the guaranty set forth in this Section 12.1411.16 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 (i) 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 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 Buyer is relieved from enforceability thereof may be limited by the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to the exercise Enforceability Exceptions. The Parties have executed this Agreement as of the guaranty date indicated in the first sentence of this Section 12.14 by Seller available Agreement. PURCHASER: VISTA OUTDOOR OPERATIONS LLC By: /s/ Xxxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer MERGER SUB: TROPHY MERGER SUB, LLC By: /s/ Xxxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer PARENT: VISTA OUTDOOR INC. By: /s/ Xxxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer Signature Page to Buyer Agreement and Plan of Merger COMPANY: XXXXX FISHING PRODUCTS LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer Signature Page to Agreement and Plan of Merger EQUITYHOLDER REPRESENTATIVE: SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in accordance with its capacity as the terms Equityholder Representative By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director Signature Page to Agreement and conditions Plan of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby).Merger 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

Parent Guarantee. (a) The Parent hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to Seller the due and punctual payment and performance of all of the payment and other obligations of Buyer hereunder Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Guaranteed Parent Obligations”). If, for any reason whatsoeverin each case, Buyer fails or is unable when and to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed Obligations. Parent hereby waives diligence, presentment, demand of payment, filing objections with a courtextent that, any right to require proceeding first against Buyersuch Parent Obligations shall become due and payable; provided, any right to require however, that the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything Parent shall be subject to the contrary limitations set forth herein and shall succeed to all rights of Purchaser hereunder. The Parent agrees that the guaranty set forth in this Section 12.1411.16 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 (i) 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 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 Buyer is relieved from enforceability thereof may be limited by the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to the exercise Enforceability Exceptions. The Parties have executed this Agreement as of the guaranty date indicated in the first sentence of this Section 12.14 by Seller available Agreement. PURCHASER: VISTA OUTDOOR OPERATIONS LLC By: /s/ Xxxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer MERGER SUB: TROPHY MERGER SUB, LLC By: /s/ Xxxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer PARENT: VISTA OUTDOOR INC. By: /s/ Xxxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer Signature Page to Buyer Agreement and Plan of Merger COMPANY: XXXXX FISHING PRODUCTS LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer Signature Page to Agreement and Plan of Merger EQUITYHOLDER REPRESENTATIVE: SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in accordance with its capacity as the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby).Equityholder Representative By: /s/ Xxx Xxxxx Name: Xxx Xxxxx 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

Parent Guarantee. (a) Parent irrevocably agrees to take all action necessary to cause Merger Sub and the Surviving Corporation, as applicable, to comply in all respects with each of the representations, warranties, covenants, obligations, agreements and undertakings made or required to be performed by Merger Sub under this Agreement, the Offer, the Merger and the transactions contemplated hereby and thereby. As a material inducement to the Company’s willingness to enter into this Agreement and perform its obligations hereunder, Parent hereby unconditionally guarantees to Seller the due due, prompt and punctual payment faithful performance and performance discharge by Merger Sub and the Surviving Corporation of each of the covenants, terms, obligations of Buyer hereunder (and undertakings that are required to be performed by Merger Sub and/or the “Guaranteed Obligations”). IfSurviving Corporation under this Agreement, for the Offer, the Merger and the transactions contemplated hereby and thereby, including any reason whatsoeversuch obligations, Buyer fails covenants, terms, conditions and undertakings that are required to be performed discharged or is unable complied with following the Control Time and hereby represents, acknowledges and agrees that any breach of, or other failure to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, any such representation, warranty, covenant, obligation, agreement or cause undertaking of Merger Sub or the Surviving Corporation shall also be deemed to be paid a breach or performedfailure to perform by Parent, such Guaranteed Obligations. Parent hereby waives diligenceand the Company shall have the right, presentmentexercisable in its sole discretion, demand of payment, filing objections with a court, to pursue any right to require proceeding first against Buyer, any right to require the prior disposition of the assets of Buyer to meet its obligations, notice, protest and all demands whatsoeveravailable remedies it may have arising out of any such breach or nonperformance directly against either or both of Parent and Merger Sub in the first instance. This is a guarantee of payment and performance and not solely collectability. Parent hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Merger Sub or the Surviving Corporation, as applicable, protest, notice and is all demands whatsoever in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to connection with the contrary performance of its obligations set forth in this Section 12.14, (i) to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of such Guaranteed Obligations and (ii) Parent shall be permitted to assert any defenses to the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)10.13.

Parent Guarantee. (a) Subject to the provisions of this Article 3, Parent irrevocably fully and unconditionally guarantees Guarantees, on a subordinated basis as set forth more fully in Article 4, to Seller each Holder of Securities hereunder and to the Trustee on behalf of the Holders: (1) the due and punctual payment of the principal of, premium, if any, and interest on each Security, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms of the Security and the Indenture and (2) in the case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitations set forth in the next succeeding paragraph (the "Parent Guarantee"). Parent by its acceptance hereof and each Holder hereby confirms that it is the intention of all such parties that the Parent Guarantee pursuant to this Section 3.01 not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and Parent hereby irrevocably agree that the obligations of Buyer hereunder (Parent under the “Guaranteed Obligations”). IfParent Guarantee shall be limited to the maximum amount as will, for any reason whatsoeverafter giving effect to all other contingent and fixed, Buyer fails liabilities of Parent, result in the obligations of Parent under the Parent Guarantee not constituting such fraudulent transfer or is unable to duly, punctually and fully pay or perform any of the Guaranteed Obligations, Parent will forthwith pay or perform, or cause to be paid or performed, such Guaranteed Obligationsconveyance. Parent hereby waives diligence, presentment, demand of payment, filing objections of claims with a courtcourt in the event of merger or bankruptcy of the Company, any right to require a proceeding first against Buyerthe Company, any right to require the prior disposition benefit of the assets of Buyer to meet its obligations, noticediscussion, protest or notice with respect to any such Security or the debt evidenced thereby and all demands whatsoever. This is a guarantee of payment and performance and not solely collectabilitywhatsoever (except as specified above), and covenants that the Parent Guarantee will not be discharged as to any such Security except by payment in full of the principal thereof and interest thereon or as provided in Section 9.01 of the Indenture. In the event of any declaration of acceleration of such obligations as provided in Article 7 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by Parent for the purposes of this Article 3. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 7 of the Indenture, the Trustee shall promptly make a demand for payment on the Securities under the Parent Guarantee provided for in this Article 3. If the Trustee or the Holder is in no way conditioned required by any court or contingent upon any attempts otherwise to collect or upon any other condition or contingency. Notwithstanding anything return to the contrary set forth Company or Parent, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in this Section 12.14relation to Company or Parent, (i) any amount paid to the Trustee or such Holder in respect of a Security, the Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Parent further agrees, to the fullest extent that it may lawfully do so, that, as between it, on the Buyer is relieved from one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations Guaranteed Obligations by satisfaction thereof hereby may be accelerated as provided in Article 7 of the Indenture for the purposes of the Parent Guarantee, notwithstanding any stay, injunction or pursuant to other prohibition extant under any mutual written agreement between Buyer and Seller, applicable bankruptcy law preventing such acceleration in respect of the obligations Guaranteed hereby. Parent shall be similarly relieved subrogated to all rights of the Holders of any Security against the Company in respect to any amounts paid by Parent to such Guaranteed Obligations and (ii) Holder pursuant to the provisions of the Parent Guarantee; provided, that Parent shall not be permitted entitled to assert enforce, or to receive any defenses to payments arising out of or based upon, such right of subrogation until the exercise of the guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of lack of limited partnership, corporate or other power of Buyer, lack of capacity, lack of authority or any other disability to the enforceability or validity principal of, or defense based premium, if any, and interest on all the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby)Securities shall have been paid in full.