Exhibit 10.116
PURCHASE AGREEMENT
PURCHASE AGREEMENT (this "Agreement"), dated as of February [], 2018, by and
among American Outdoor Brands Corporation, a Nevada corporation with
headquarters located at 2100 Roosevelt Avenue, Springfield, Massachusetts 01104
(the "Company"), and [Investor Name] (including any other persons or entities
purchasing Purchased Notes (as defined below) hereunder for whom the undersigned
Investor holds contractual and investment authority, the "Investor"). This
Agreement, the Indenture (as defined below), the Notes, the Other Agreements (as
defined below) and each of the other agreements entered into by the parties
hereto in connection with the transactions contemplated by this Agreement are
collectively referred to herein as the "Transaction Documents".
WHEREAS:
A.
The Company and the Investor are executing and delivering this Agreement
in reliance upon the exemption from securities registration afforded by
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), and Rule 506(b) of Regulation D ("Regulation D") as promulgated by the
Securities and Exchange Commission (the "SEC") under the Securities Act.
B.
The Investor is, as of the date hereof, a Person (as defined in
Section 2(b)) capable of effecting the Purchase (as defined below) in accordance
with the terms hereof.
C.
The Company has authorized the issuance of Senior Notes Due 2020 (as
amended or modified from time to time, collectively, the "Notes"), which shall
be issued pursuant to and by the provisions of an indenture to be dated on or
about the Closing Date (as defined below) (the "Indenture"), between the Company
and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"),
in substantially the form attached hereto as Exhibit A.
D.
Upon the terms and conditions stated in this Agreement, the Investor will
purchase for cash (the "Purchase") the principal amount of the Notes specified
herein.
NOW, THEREFORE, in consideration of the promises and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1.
Purchase of Notes.
(a)
Purchase of the Notes.
(i)
Purchase. Subject to the satisfaction (or waiver) of the conditions set
forth in Sections 5 and 6 below, on the Closing Date (as defined below), the
Investor hereby agrees to purchase from the Company, and the Company hereby
agrees to issue and sell to the Investor, the following principal amount of the
Notes for the cash purchase price specified below:
Principal Amount of Notes to be Purchased:
$
[ ]
(the "Purchased Notes")
Purchase Price for Purchased Notes:
100% of the principal amount of the Purchased Notes ($[]) (the
"Purchase Price").
(ii)
Closing. The date of the closing (the "Closing") of the Purchase shall
be on or about February 28, 2018 (or such later date as is mutually agreed to by
the Company and the Investor) (the "Closing Date") after notification of
satisfaction (or waiver) of the conditions to the Closing set forth in Sections
5 and 6 below.
(b)
Closing