January 18, 1999 CONFIDENTIAL Royal Precision, Inc. 15170 North Hayden Road Scottsdale, Arizona 89260 Ladies and Gentlemen: This will confirm the mutual understanding between Coyote Sports, Inc. ("Coyote") and Royal Precision, Inc. ("Royal") regarding...Royal Precision Inc • January 20th, 1999 • Sporting & athletic goods, nec
Exhibit 2 THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY THE JOHNSTON FAMILY CHARITABLE FOUNDATION IN FAVOR OF WELLS FARGO BUSINESS CREDIT, INC. DATED AS OF OCTOBER 26, 2001. THE SALE OR OTHER TRANSFER OF THIS NOTE HAS NOT...Royal Precision Inc • November 19th, 2001 • Sporting & athletic goods, nec • Delaware
ARTICLE I DEFINITIONSRegistration Rights Agreement • June 9th, 1997 • Fm Precision Golf Corp • Delaware
COYOTE, INC.Voting Agreement • February 12th, 1999 • Royal Precision Inc • Sporting & athletic goods, nec • New York
Affiliate Plan Board of Directors Plan Company Preamble Company's Notice 3.3.2 Consultant Plan Default Shares 3.3.8 Demand Registration 4.1(a) Stockholder Preamble Exercise Price 2.1 Fair Market Value 3.4.5 Family Members 3.2.1(b) Management Offeree...Option Agreement • June 9th, 1997 • Fm Precision Golf Corp • Delaware
ANDAgreement and Plan of Merger • September 20th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
EXHIBIT 8 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of February 25, 2002, is made by and between CHRISTOPHER A. JOHNSTON, an individual residing in Jackson Hole Wyoming ("Seller"), and DJDK L.L.C., a Nevada...Share Purchase Agreement • March 29th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
1 Exhibit 10.30 SECOND AMENDMENT TO CREDIT AGREEMENT This Amendment is made as of the 28th day of August, 1997 by and between ROYAL GRIP, INC., a Nevada corporation ("Royal Grip") and ROXXI, INC., a Nevada corporation ("Roxxi") (collectively, the...Credit Agreement • August 27th, 1998 • Royal Precision Inc • Sporting & athletic goods, nec
3- 4 SECTION 5. No Proxy Solicitations. No Stockholder will, nor permit any entity under its control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation l4A under the 1934 Act), in opposition...Stockholder Agreement • June 9th, 1997 • Fm Precision Golf Corp • Delaware
Exhibit 10.64 SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of ____________, 2002 ROYAL GRIP, INC., a Nevada corporation, and ROYAL GRIP HEADWEAR COMPANY, a Nevada corporation (collectively, jointly and severally, the "Borrower"),...Credit and Security Agreement • August 26th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Arizona
TOGuaranty Agreement • April 19th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
FORM OFVoting Agreement • February 5th, 1999 • Royal Precision Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.3 THIS IS A FORM OF SUBORDINATION AGREEMENT DATED APRIL 10, 2002, BETWEEN THE COMPANY AND CHRISTOPHER A. JOHNSTON, JOHN C. LAUCHNOR, CHARLES S. MECHEM, JR., DWR CUSTODIAN FOR KENNETH WARREN ATTORNEY AT LAW F/B/O KENNETH J. WARREN VIP+...Subordination Agreement • April 12th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Arizona
1 EXHIBIT 10.3.16 SIXTH AMENDMENT TO FINANCING AGREEMENT THIS SIXTH AMENDMENT TO FINANCING AGREEMENT (this "Amendment") is made and entered as of January 21, 1998, by and between STAR BANK, NATIONAL ASSOCIATION, a national banking association...Financing Agreement • April 14th, 1998 • Royal Precision Inc • Sporting & athletic goods, nec
Exhibit 10.66 SUPPORT AGREEMENT This Support Agreement (the "AGREEMENT") is made as of this 9TH day of August, 2002, by and among ____________________________ ("EMPLOYEE"), FM PRECISION GOLF MANUFACTURING CORP., a Delaware corporation ("FMM"), FM...Support Agreement • August 26th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Arizona
OPTION AGREEMENTOption Agreement • June 9th, 1997 • Fm Precision Golf Corp • Delaware
ARTICLE IStockholders Agreement • March 8th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
EXHIBIT 10.4 GUARANTY BY TRUSTRoyal Precision Inc • April 12th, 2002 • Sporting & athletic goods, nec • Arizona
1 EXHIBIT 10.4.7 -------------- DISTRIBUTOR AGREEMENT --------------------- Effective August 20, 1990, the Brunswick Golf group of the Brunswick Division, Brunswick Corporation, having a place of business at 535 Migeon Avenue, Torrington, Connecticut...Distributor Agreement • June 9th, 1997 • Fm Precision Golf Corp • Illinois
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of February 2, 1999 among ROYAL PRECISION, INC., a Delaware corporation ("RP"), COYOTE SPORTS, INC., a Nevada corporation ("CSI") and RP ACQUISITION CORP., a...Agreement and Plan of Merger • February 5th, 1999 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
ARTICLE I PURCHASE AND SALEAsset Purchase Agreement • March 24th, 1999 • Royal Precision Inc • Sporting & athletic goods, nec
EXHIBIT 37 AMENDED AND RESTATED STOCK SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED STOCK SUBSCRIPTION AGREEMENT (the "AGREEMENT"), dated as of September 19, 2002, by and among Royal Associates, Inc., a Delaware corporation (the "COMPANY"), each...Stock Subscription Agreement • September 20th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
Name Date Note Issued Amount of Note ---- ---------------- -------------- Trust February 28, 2002 $150,000 RIFL Holdings March 8, 2002 $150,000 Profit Sharing Plan February 28, 2002 $ 50,000 CSM February 28, 2002 $ 50,000 JCL February 28, 2002 $ 25,000Conversion Agreement • August 19th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
Exhibit 10.1 AGREEMENT TO TERMINATE EMPLOYMENT This Agreement to Terminate Employment is made as of October 1, 2001, by and between ROYAL PRECISION, INC., a Delaware corporation ("Corporation"), and THOMAS A. SCHNEIDER ("Employee"). WHEREAS,...Agreement • October 19th, 2001 • Royal Precision Inc • Sporting & athletic goods, nec • Arizona
EXHIBIT 7 THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY DEAN WITTER REYNOLDS, CUSTODIAN F/B/O KENNETH J. WARREN VP PLUS PROFIT- SHARING ACCOUNT IN FAVOR OF WELLS FARGO BUSINESS CREDIT, INC. DATED AS OF FEBRUARY 28, 2002. THE...Royal Precision Inc • March 8th, 2002 • Sporting & athletic goods, nec • Delaware
EXHIBIT 6 OPTION AGREEMENT THIS OPTION AGREEMENT (the "Agreement"), dated as of February 28, 2002 between CHRISTOPHER A. JOHNSTON, an individual residing in Jackson Hole, Wyoming ("CAJ"), and KENNETH J. WARREN, an individual residing in Dublin, Ohio...Option Agreement • March 8th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
RECITALSExecutive Employment Agreement • October 19th, 2001 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
GUARANTY (FM Precision Golf Corp.)Fm Precision Golf Corp • June 9th, 1997 • Ohio
ARTICLE IRegistration Rights Agreement • March 29th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
2- 3 shall be deemed given when the same is delivered personally, deposited in the United Sates mail, postage prepaid, registered or certified mail, addressed to the party at the following respective addresses, or sent to the telephone number or...Management Agreement • June 9th, 1997 • Fm Precision Golf Corp • Delaware
EXHIBIT 6 PLEDGE AGREEMENT In order to induce RICHARD P. JOHNSTON and JAYNE A. JOHNSTON, trustees of the JOHNSTON FAMILY LIVING TRUST U/A DTD. APRIL 11, 1994 (the "Company"), to extend credit to KENNETH J. WARREN, an individual residing at 5567...Pledge Agreement • March 29th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Wyoming
Exhibit 10.6 AGREEMENT TO TERMINATE EMPLOYMENT This Agreement to Terminate Employment is made as of November 8, 2001, by and between ROYAL PRECISION, INC., a Delaware corporation ("Corporation"), and ANTHONY J. MONTGOMERY ("Employee"). WHEREAS,...Agreement • January 11th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Arizona
Exhibit 10.3 THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY JOHNSTON FAMILY CHARITABLE REMAINDER UNITRUST #3 IN FAVOR OF WELLS FARGO BUSINESS CREDIT, INC. DATED AS OF DECEMBER 7, 2000. REVOLVING SUBORDINATED PROMISSORY NOTERoyal Precision Inc • January 16th, 2001 • Sporting & athletic goods, nec • Arizona
Exhibit 2 PUT AGREEMENT THIS PUT AGREEMENT (the "Agreement") dated as of August 31, 2001 ("Effective Date") between JOHNSTON FAMILY CHARITABLE REMAINDER UNITRUST #3, dated October 15, 1998 (the "Trust") and CHRISTOPHER A. JOHNSTON, an individual...Put Agreement • September 12th, 2001 • Royal Precision Inc • Sporting & athletic goods, nec • Wyoming
AMENDMENT NO. 1Royal Precision Inc • April 12th, 2001 • Sporting & athletic goods, nec
