EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2010 • Clarus Corp • Blank checks • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 28, 2010, between Clarus Corporation, a Delaware corporation (the “Company”), and Warren B. Kanders (the “Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2010 • Clarus Corp • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 28, 2010, among Clarus Corporation, a Delaware corporation (the “Company”), and each of Kanders GMP Holdings, LLC and Schiller Gregory Investment Company, LLC (each an “Investor”, and collectively, the “Investors”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2010 • Clarus Corp • Blank checks • Delaware
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of the 28th day of May 2010, by and between Clarus Corporation, a Delaware corporation (the “Company”), and Peter Metcalf (the “Employee”).
Subordination Agreement (Kanders GMP Holdings, LLC)Subordination Agreement • June 4th, 2010 • Clarus Corp • Blank checks • Utah
This Subordination Agreement (the “Agreement”) is made by and between Zions First National Bank whose address is Corporate Banking Group, One South Main, Suite 200, Salt Lake City, Utah 84111 (“Lender”), Black Diamond Equipment, Ltd. (”BDEL”), Black Diamond Retail, Inc. (“BD-Retail”), Clarus Corporation (“Clarus”), and Everest/Sapphire Acquisition, LLC (“Everest”) and Gregory Mountain Products, LLC (“GMP”) (BDEL, BD-Retail, Clarus, Everest, and GMP are collectively, the “Borrower”) whose address is 2084 East 3900 South, Salt Lake City, Utah 84124, and Kanders GMP Holdings, LLC whose address is c/o Warren Kanders, One Landmark Square, Stamford, Connecticut 06901 (“Creditor”).
Escrow AgreementEscrow Agreement • June 4th, 2010 • Clarus Corp • Blank checks • Delaware
This Escrow Agreement (this “Agreement”) is made as of May 28, 2010, by and among (a) Everest/Sapphire Acquisition, LLC, a Delaware limited liability company (“Purchaser”); (b) Ed McCall, an individual, in his capacity as Stockholders’ Representative (“Stockholders’ Representative”); (c) Black Diamond Equipment, Ltd., a Delaware corporation (including the Surviving Corporation, the “Company”); and (d) U.S. Bank National Association, as escrow agent (the “Escrow Agent”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to them in the Merger Agreement (as defined below). For purposes of this Agreement, the Stockholders and the Option Holders shall collectively be referred to herein as the “Company Escrow Parties”.
CLARUS CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 4th, 2010 • Clarus Corp • Blank checks • Delaware
RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) made as of this 28th day of May 2010, by and between Clarus Corporation, a Delaware corporation, having its principal office at 2084 East 3900 South, Salt Lake City, UT 84124 (the “Company”), and Warren B. Kanders, an individual residing in Greenwich, CT (the “Employee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2005 Stock Incentive Plan.
Subordination Agreement (Schiller Gregory Investment Company, LLC)Subordination Agreement • June 4th, 2010 • Clarus Corp • Blank checks • Utah
This Subordination Agreement (the “Agreement”) is made by and between Zions First National Bank whose address is Corporate Banking Group, One South Main, Suite 200, Salt Lake City, Utah 84111 (“Lender”), Black Diamond Equipment, Ltd. (”BDEL”), Black Diamond Retail, Inc. (“BD-Retail”), Clarus Corporation (“Clarus”), and Everest/Sapphire Acquisition, LLC (“Everest”) and Gregory Mountain Products, LLC (“GMP”) (BDEL, BD-Retail, Clarus, Everest, and GMP are collectively, the “Borrower”) whose address is 2084 East 3900 South, Salt Lake City, Utah 84124, and Schiller Gregory Investment Company, LLC whose address is c/o Robert R. Schiller 3940 Alhambra Drive West, Jacksonville, Florida 32207 (“Creditor”).
Assumption AgreementAssumption Agreement • June 4th, 2010 • Clarus Corp • Blank checks • Utah
This Assumption Agreement (the “Agreement”) is made by Gregory Mountain Products, LLC, a limited liability company organized and existing under the laws of the State of Delaware(the “Additional Borrower”) and Zions First National Bank (“Lender”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • June 4th, 2010 • Clarus Corp • Blank checks • New York
This Restrictive Covenant Agreement (this “Agreement”) is made and entered into as of May 28, 2010, by and between __________________, a Delaware limited liability company (the “Seller”), having its principal place of business at ______________________, and Clarus Corporation, a Delaware corporation (the “Company”), having its principal place of business at 2084 East 3900 South, Salt Lake City, UT 84124.
TRANSITION AGREEMENTTransition Agreement • June 4th, 2010 • Clarus Corp • Blank checks • New York
TRANSITION AGREEMENT (“Agreement”), dated as of May 28, 2010, between Clarus Corporation (“Clarus”), a Delaware corporation, having its principal office at 2084 East 3900 South, Salt Lake City, UT 84124 and Kanders & Company, Inc. (the “Company”), a Delaware corporation, having its principal offices at One Landmark Square, 22nd floor, Stamford, Connecticut 06901.
ContractClarus Corp • June 4th, 2010 • Blank checks • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.
LOAN AGREEMENT Between ZIONS FIRST NATIONAL BANK Lender and BLACK DIAMOND EQUIPMENT, LTD. BLACK DIAMOND RETAIL, INC. CLARUS CORPORATION EVEREST/SAPPHIRE ACQUISITION, LLC Co-Borrowers Effective Date: May 28, 2010Loan Agreement • June 4th, 2010 • Clarus Corp • Blank checks • Utah
Re: Lock-up AgreementClarus Corp • June 4th, 2010 • Blank checks
The undersigned (the “Specified Holder”) acknowledges that pursuant to that certain merger agreement (the “Merger Agreement”) dated as of May 7, 2010, among Clarus Corporation, a Delaware corporation (the “Company”), Everest/Sapphire Acquisition, LLC., Everest Merger I Corp., Everest Merger II, LLC, Gregory Mountain Products, Inc. and Kanders GMP Holdings, LLC and Schiller Gregory Investment Company, LLC, the Company will issue to the Specified Holder ________ shares (the “Consideration Shares”) of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”). The Specified Holder understands that the Purchaser and the Company are willing to proceed with this transaction and issue the Consideration Shares only if the Specified Holder for itself and the successors and assigns of the Specified Holder, agrees to this Lock-up Agreement. Capitalized terms used, but not defined, herein shall have the respective meanings ascribed to them in the Merger Agreement.
