REGISTRATION RIGHTS AGREEMENT among INTERMEDIA OUTDOOR HOLDINGS, INC. and certain holders identified herein Dated: November 15, 2012Registration Rights Agreement • November 21st, 2012 • Intermedia Outdoor Holdings, Inc. • New York
REGISTRATION RIGHTS AGREEMENT, dated November 15, 2012 (as may be amended, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), among InterMedia Outdoor Holdings, Inc., a Delaware corporation (the “Company”) and the parties identified as “Investors” on Schedule 1 hereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in Section 1.
OUTDOOR CHANNEL HOLDINGS, INC. ASSUMPTION, ACKNOWLEDGMENT AND AMENDMENT AGREEMENTAssumption, Acknowledgment and Amendment Agreement • November 21st, 2012 • Intermedia Outdoor Holdings, Inc. • California
This Assumption, Acknowledgment and Amendment Agreement (the “Agreement”) is entered into by and between Outdoor Channel Holdings, Inc., a Delaware corporation (the “Company”), InterMedia Outdoor Holdings, Inc., a Delaware corporation (“Parent”) and Thomas D. Allen (“Executive” and, together with the Company and Parent, the “Parties”), effective as of and contingent upon the Closing (as defined below) (the “Effective Date”); provided, however, that Section 5 of this Agreement will become effective as of the date both Parties sign this Agreement.
INTERMEDIA OUTDOORS, INC. EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2012 • Intermedia Outdoor Holdings, Inc. • New York
THIS AGREEMENT is made effective as of January 31, 2007 (the “Effective Date”), between InterMedia Outdoors, Inc., a Delaware corporation (the “Company”) and Jeffrey Paro (“Executive”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Section 14 below.
LOCK-UP AGREEMENTLock-Up Agreement • November 21st, 2012 • Intermedia Outdoor Holdings, Inc. • New York
LOCK-UP AGREEMENT, dated November 15, 2012 (as may be amended, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”) among InterMedia Outdoor Holdings, Inc., a Delaware corporation (the “Company”) and the parties identified as “OUTD Investors” and “IM Investors” on Schedule 1 hereto (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
THE SPORTSMAN CHANNEL, INC.Nonqualified Stock Option Agreement • November 21st, 2012 • Intermedia Outdoor Holdings, Inc. • Delaware
The Sportsman Channel, Inc., a Delaware corporation (the “Company”), grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company’s 2006 Stock Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2012 • Intermedia Outdoor Holdings, Inc. • Wisconsin
This Agreement is between The Sportsman Channel, Inc., a Delaware corporation (“Company”), and Todd D. Hansen (“Employee”), and shall be effective as of April 28, 2006 (the “Effective Date”).
May 5, 2010 Mr. Gavin Harvey Wilton, Connecticut 06897 Dear Gavin,Intermedia Outdoor Holdings, Inc. • November 21st, 2012 • New York
The Sportsman Channel, Inc. (“Sportsman” or the “Company”), a Delaware corporation, agrees to employ you, and you agree to accept employment, upon the terms and conditions set forth in this agreement (this “Agreement”).
SEPARATION AGREEMENTSeparation Agreement • November 21st, 2012 • Intermedia Outdoor Holdings, Inc. • New York
This Separation Agreement (this “Agreement”) is made and entered into by and between C. Michael Cooley (the “Executive”) and The Sportsman Channel, Inc., a Delaware corporation (the “Company”) as of August 1, 2011.
