Patrick Lentsch, et al. v. Vista Outdoor Inc., et al. 17-CV-00012 …securities.stanford.edu/.../201873_r01x_17CV00012.pdf · 2018-11-09 · Case 1:17-cv-00012-DAK Document 82-1 Filed

Exhibit 1

Case 1:17-cv-00012-DAK Document 82-1 Filed 07/03/18 Page 1 of 95

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH

PATRICK LENTSCH, individually and on behalf of all others similarly situated,

Plaintiff,

vs.

VISTA OUTDOOR INC., MARK W. DEYOUNG, STEPHEN M. NOLAN, and KELLY T. GRINDLE,

Defendants.

STIPULATION AND AGREEMENT OF SETTLEMENT

Civil No. l:17-cv-00012-DAK-EJF

Judge Dale A. Kimball

Magistrate Judge Evelyn J. Furse


STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (the "Stipulation" or "Settlement")

is submitted pursuant to Rule 23 of the Federal Rules of Civil Procedure. Subject to the approval

of the Court, this Stipulation is entered into among (i) Lead Plaintiff The New York Hotel Trades

Council and Hotel Association of New York City, Inc. Pension Fund ("Lead Plaintiff) on

behalf of itself and the Class defined herein and in the Second Amended Complaint filed in this

Action and (ii) Defendants Vista Outdoor Inc. ("Vista" or the "Company"), Mark W. DeYoung,

Stephen M. Nolan, and Kelly T. Grindle (the "Individual Defendants," and together with Vista,

the "Defendants"), by and through their respective counsel. Plaintiff and Defendants are referred

to herein as the "Parties".1

WHEREAS,

A. This action was commenced on January 25, 2017, by plaintiff Patrick

Lentsch through the filing of a class action complaint alleging violations by Defendants of

Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated

thereunder in the United States District Court for the District of Utah (the "Court"), captioned

Lentsch v. Vista Outdoor Inc., et al, No. l:17-cv-00012-DAK-EJF (the "Action").

B. By Order dated July 3, 2017, the Court appointed The New York Hotel

Trades Council and Hotel Association of New York City, Inc. Pension Fund as Lead Plaintiff in

1 All words or terms used herein that are capitalized shall have the meaning ascribed to those words or terms as set forth herein and in Paragraph I hereof entitled "Definitions".

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this Action and Wolf Haldenstein Adler Freeman & Herz LLP as Lead Counsel and Anderson &

Karrenberg, P.C. as Liaison Counsel for the proposed class;

C. On September 22, 2017, Lead Plaintiff filed an amended complaint,

alleging federal securities claims on behalf of persons and entities that acquired Vista's securities

between August 11, 2016 and January 13, 2017, inclusive;

D. On November 20, 2017, the Court so ordered a stipulation by the Parties

permitting Lead Plaintiff to file a second amended complaint;

E. On January 12, 2018, Lead Plaintiff, by and through its attorneys, filed a

second amended complaint (the "Complaint"), alleging federal securities claims on behalf of

persons and entities that acquired Vista's securities between the extended period of August 11,

2016 and November 9, 2017, inclusive (the "Class Period") (collectively, the "Class");

F. The Complaint challenges, pursuant to Sections 10(b) and 20(a) of the

Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, statements made by

Defendants during the Class Period relating to Vista's reporting of goodwill, among other things.

The Complaint also alleged, inter alia, that as a result of Defendants' purported actions, Lead

Plaintiff and members of the Class had suffered harm and requested that the Court grant

compensatory damages, costs, expenses and other appropriate relief for such alleged harm;

G. On February 22, 2018, Defendants filed a motion to dismiss the Complaint

for failure to state a claim upon which relief could be granted, arguing that Lead Plaintiff failed

to plead any materially false or misleading statement or omission or scienter;

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H. On March 26, 2018, Lead Plaintiff filed an opposition to Defendants'

motion to dismiss, arguing that it adequately alleged a claim under both Section 10(b) and

Section 20(a) of the Exchange Act;

I. On April 13, 2018, the Parties and their counsel engaged in a mediation

with Jed Melnick, Esq. (the "Mediation") and after extensive facilitated negotiations at the

Mediation, the Parties agreed to settle this Action and all issues in dispute therein on the terms

set forth in this Stipulation;

J. Defendants have denied and continue to deny all allegations of

wrongdoing, fault, liability or damage to Lead Plaintiff and the Class; deny that they are or have

engaged in any wrongdoing or violation of law; deny that they improperly stated the value of

their goodwill or delayed recording any impairment charge; and expressly maintain that they

acted properly at all times including complying with all legal duties and public disclosure

obligations. Defendants believe that further conduct of this Action could be protracted and

expensive, and that it is desirable that this Action be fully and finally settled in the manner and

upon the terms and conditions set forth in this Stipulation to limit further expense, inconvenience

and distraction, to dispose of the burden of protracted litigation, and to permit the operation of

Vista's business without further distraction and diversion of Vista's executives and other

personnel with respect to the matters at issue in this Action. Defendants have also taken into

account the uncertainty and risks inherent in any litigation. Defendants state that they are

entering into this Settlement solely in order to eliminate the burden, expense, uncertainty and risk

of further litigation, and to avoid the business disruptions associated therewith;

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K. This Stipulation, whether or not consummated, together with any

proceedings related to any settlement, or any terms of any settlement, whether or not

consummated, shall in no event be construed as or deemed to be evidence supporting, or an

admission or concession on the part of any Defendant with respect to any claim or of any fault or

liability or wrongdoing or damage whatsoever, or any infirmity in any of the defenses that

Defendants have or could have asserted;

L. Lead Counsel (as defined below) represents that while it believes in the

merits of the claims asserted in the Complaint, it has concluded that further prosecution of this

action will be protracted and the outcome unpredictable and the terms and conditions and

benefits of this Stipulation are fair, reasonable and adequate to Lead Plaintiff and the Class, and

in their best interests, and have agreed to settle the claims raised in the Action pursuant to the

terms and provisions of this Stipulation, after considering (i) the benefits that Lead Plaintiff and

the members of the Class will receive from settlement of the Action as against Defendants, (ii)

the attendant risks of litigation, and (iii) the desirability of permitting the Settlement to be

consummated as provided by the terms of this Stipulation; and

M. The Parties agree that the Action is being settled voluntarily after

consultation with competent legal counsel and mediation before an experienced mediation

professional.

NOW, THEREFORE, without any admission or concession on the part of Lead

Plaintiff of any lack of merit of the Action whatsoever, and without any admission or concession

of any liability or wrongdoing or lack of merit of any defenses thereto whatsoever by 4


Defendants, it is hereby STIPULATED AND AGREED, by and among the Parties to this

Stipulation, through their respective attorneys, subject to approval of the Court pursuant to

Rule 23(e) of the Federal Rules of Civil Procedure, in consideration of the benefits flowing to the

Parties hereto from the Settlement, that all Settled Claims (as defined below) as against all

Released Persons (as defined below) shall be compromised, settled, released and dismissed fully,

finally and with prejudice, upon and subject to the following terms and conditions:

I. DEFINITIONS.

As used in this Stipulation, the following terms shall have the following meanings:

1.1. "Action" means the action filed in the District of Utah, captioned Lentsch

v. Vista Outdoor Inc., etal.,No. l:17-cv-00012-DAK-EJF.

1.2. "Authorized Claimant" means a Class Member who timely submits a valid

Proof of Claim form to the Claims Administrator.

1.3. "Claimant" means a person or entity that submits a Proof of Claim form to

the Claims Administrator seeking to share in the proceeds of the Settlement of this

Action.

1.4. "Claims" means any and all manner of claims, debts, demands,

controversies, obligations, losses, costs, interest, penalties, fees, expenses, rights, duties,

judgments, sums of money, suits, contracts, agreements, promises, damages, actions,

causes of action and liabilities, of every nature and description in law or equity

(including, but not limited to, any claims for damages, whether compensatory, special,

incidental, consequential, punitive, exemplary or otherwise, injunctive relief, declaratory

relief, rescission or rescissionary damages, interest, attorneys' fees, expert or consulting

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fees, costs, or expenses), accrued or unaccrued, known or unknown, arising under federal,

state, common, administrative, or foreign law, or any other law, rule, or regulation.

1.5. "Claims Administrator" means the firm to be retained by Lead Counsel,

subject to Court approval, which shall process Proofs of Claim and administer the

settlement payments to Authorized Claimants.

1.6. "Class", "Class Member" and "Class Members" mean, for the purposes of

this Settlement only, all persons or entities that purchased or otherwise acquired Vista's

securities between August 11, 2016 and November 9, 2017, inclusive, including any and

all of their respective successors in interest, predecessors, representatives, trustees,

executors, administrators, heirs, assigns or transferees, immediate and remote, and any

person or entity acting for or on behalf of, or claiming under, any of them, and each of

them who suffered damages. Excluded from the Class are (i) Individual Defendants; (ii)

any person who was an officer, director or managing agent of Vista or any of its

subsidiaries or affiliates at any point during the Class Period; (iii) members of the

immediate family of any of the foregoing individuals; (iv) any affiliate of Vista; (v) any

entity in which the Defendants have or had a controlling interest; and (vi) the legal

representatives, heirs, predecessors, successors or assigns of any such excluded party.

Also excluded from the Class are any Opt-Outs.

1.7. "Class Distribution Order" means an order of the Court approving the

Claims Administrator's administrative determinations concerning the acceptance and

rejection of the claims submitted herein and approving any Notice and Administration

Expenses not previously applied for, including the fees and expenses of the Claims


Administrator, and, if the Effective Date has occurred, directing payment of the Net

Settlement Fund to Authorized Claimants.

1.8. "Class Period" means, for the purposes of this Settlement only, the period

from August 11, 2016 and November 9, 2017, inclusive.

1.9. "Company" means Vista Outdoor Inc.

1.10. "Court" means the United States District Court for the District of Utah,

The Honorable Dale A. Kimball presiding.

1.11. "Defendants" means Vista Outdoor Inc., Mark W. DeYoung, Stephen M.

Nolan and Kelly T. Grindle.

1.12. "Defendants' Counsel" means the law firms of

Cravath, Swaine & Moore LLP and Parsons Behle & Latimer.

1.13. "Effective Date" means the first date by which all the events and

conditions specified in Paragraph XI.26 of this Stipulation have been met and have

occurred.

1.14. "Entity" means any non-natural person.

1.15. "Execution Date" means the date of execution of this Stipulation.

1.16. "Escrow Account" means the interest-bearing escrow account, to be

established by Lead Counsel at a federally insured banking institution approved by

Defendants, into which the Settlement Amount shall be deposited. With the sole

exception of making payment into the Escrow Account as provided for in Paragraph III.4

of this Stipulation, Defendants shall have no responsibility or liability relating to the

Escrow Account or the monies maintained in the Escrow Account including, without


limitation, responsibility or liability related to any interest (of any kind and at any time),

fees, Taxes and Tax Expenses, investment decisions, maintenance, supervision and

distributions of any portions of the Settlement Amount. Plaintiffs' failure to establish the

Escrow Account shall not impair the enforceability of the Settlement.

1.17. "Escrow Agent" means Signature Bank.

1.18. "Escrow Agreement" means the escrow agreement between (i) Cravath,

Swaine & Moore LLP, as counsel for and on behalf of Defendants; (ii) Lead Counsel, on

behalf of Lead Plaintiff and the Class, and (iii) the Escrow Agent. The Escrow

Agreement shall provide that upon the Order and Final Judgment contemplated herein

becoming Final (as that term is defined herein), Defendants and Defendants' Counsel

shall have neither authority over nor responsibility or liability of any kind for the Escrow

Account or the treatment or disposition of the Settlement Fund remaining therein.

1.19. "Final," with respect to the Order and Final Judgment, means: (i) if no

appeal is filed, the expiration date of the time for filing or noticing any appeal from the

Court's entry of the Order and Final Judgment substantially in the form of Exhibit B to

this Stipulation, i.e., thirty (30) days after entry of the Order and Final Judgment; or (ii) if

there is an appeal, the date of final dismissal of any appeal from the Order and Final

Judgment, or the final dismissal of any proceeding on certiorari to review the Order and

Final Judgment; or (iii) the date of final affirmance on an appeal, if any, of the Order and

Final Judgment, the expiration of the time to file a petition for a writ of certiorari, or the

denial of a writ of certiorari to review the Order and Final Judgment, and, if certiorari is

granted, the date of final affirmance of the Order and Final Judgment following review

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pursuant to that grant. Any proceeding or order, or any appeal or petition for a writ of

certiorari pertaining solely to any plan of allocation and/or application for attorneys' fees,

costs or expenses shall not in any way delay or preclude the Order and Final Judgment

from becoming Final.

1.20. "Gross Settlement Fund" means the Settlement Amount plus any income

or interest earned thereon following the payment of the Settlement Fund into the Escrow

Account.

1.21. "Individual Defendants" means Mark W. DeYoung, Stephen M. Nolan,

and Kelly T. Grindle.

1.22. "Judgment" or "Order and Final Judgment" means the judgment to be

entered by the Court, substantially in the form attached hereto as Exhibit B.

1.23. "Lead Counsel" means the law firm of Wolf Haldenstein Adler

Freeman & Herz LLP.

1.24. "Lead Plaintiff means The New York Hotel Trades Council and Hotel

Association of New York City, Inc. Pension Fund.

1.25. "Liaison Counsel" means the law firm of Anderson & Karrenberg, P.C.

1.26. "Net Settlement Fund" means the Settlement Fund less (i) Court-awarded

attorneys' fees and expenses; (ii) Notice and Administration Expenses; (iii) any required

Taxes or Tax Expenses payments; and (iv) any other fees or expenses approved by the

Court.

1.27. "Notice" means the Notice of Pendency of Class Action and Proposed

Settlement, Motion for Attorneys' Fees and Settlement Fairness Hearing, which is to be


sent to members of the Class in, or substantially in, the form attached hereto as

Exhibit A-1 to Exhibit A (Proposed Order Granting Preliminary Approval of Class

Action Settlement, Approving Form and Manner of Notice, and Setting Date for Hearing

on Final Approval of Settlement).

1.28. "Notice and Administration Expenses" means all expenses incurred in

connection with the preparation, printing and mailing of the Notice to the Class,

publication of the Publication Notice, and all expenses of settlement administration.

1.29. "Opt-Outs" means putative Class Members who validly exclude

themselves from the Class by timely filing a request for exclusion in accordance with the

requirements set forth in the Notice, as contemplated by Paragraph VIII.21 herein.

1.30. "Order and Final Judgment" or "Judgment" or "Final Judgment" means

the proposed order to be entered by the Court approving the Settlement substantially in

the form attached hereto as Exhibit B, terminating, pursuant to Federal Rule of Civil

Procedure 54(b), all proceedings of any kind in this Action as between Plaintiffs and

Defendants and dismissing the Action and all claims therein against Defendants with

prejudice as to all Releasing Persons.

1.31. "Parties" means Plaintiffs and Defendants.

1.32. "Plaintiffs" means Lead Plaintiff and the Class defined herein.

1.33. "Plaintiffs Counsel" means Lead Counsel, Liaison Counsel and the law

firm of Pitta LLP.

1.34. "Plan of Allocation" means the plan and procedures for allocating the Net

Settlement Fund to be distributed to Authorized Claimants following approval of same by

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the Court.

1.35. "Preliminary Approval Order" means the proposed order preliminarily

approving the Settlement and directing notice thereof to the Class substantially in the

form attached as Exhibit A, preliminarily approving this Settlement upon the terms set

forth in this Stipulation, authorizing dissemination of notice to the Class, and scheduling

a Settlement Hearing.

1.36. "Proof of Claim" or "Proof of Claim Form" means the proof of claim and

release form substantially in the form attached as Exhibit A-2 to Exhibit A.

1.37. "Publication Notice" means the summary notice of proposed Settlement

and hearing for publication substantially in the form attached as Exhibit A-3 to Exhibit A.

1.38. "Released Persons" refers jointly and severally, individually and

collectively to all Defendants in the Action and their current and former directors,

officers, shareholders, employees, servants, partners, agents, affiliates, subsidiaries,

parents, joint ventures, successors or assigns, and any representatives, trustees, executors,

heirs, assigns or transferees, attorneys, accountants, investment bankers, commercial

bankers, advisors or insurers of any of the foregoing, as well as all counsel representing

them in the Action. As used in this paragraph, "affiliates" means entities controlling,

controlled by or under common control with any of the Released Persons. The Released

Persons are express third-party beneficiaries of this Stipulation and Agreement of

Settlement.

1.39. "Releasing Persons" means Lead Plaintiff, Class Members and, to the

extent acting as such, Lead Plaintiffs or any Class member's current and former

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directors, officers, shareholders, employees, servants, partners, agents, affiliates,

subsidiaries, parents, joint ventures, successors or assigns, and any representatives,

trustees, executors, heirs, assigns or transferees, attorneys, accountants, investment

bankers, commercial bankers, advisors or insurers of any of the foregoing, jointly and

severally, individually and collectively, whether in an individual, class, representative,

legal, equitable or any other type or in any other capacity. As used in this paragraph,

"affiliates" means entities controlling, controlled by or under common control with any

Releasing Person.

1.40. "Settled Claims" means any and all claims (including any claim that this

Stipulation was fraudulently induced), demands, rights, actions or causes of action,

whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed

or undisclosed, hidden or concealed, matured or unmatured, accrued or unaccrued, that

have been, could have been, or in the future can or might be asserted in the Action or in

any court, tribunal or proceeding, including, but not limited to, any claims arising under

federal or state statutory or common law or relating to alleged fraud, misrepresentation

(negligent, reckless, intentional or otherwise, and including misrepresentations through

omission(s)), breach of any duty, negligence, violations of federal or state securities laws

or any other claim under any theory by or on behalf of the Lead Plaintiff and/or any and

all Class Members which any of the Releasing Persons ever had, now has, or hereafter

can, shall or may have against the Released Persons by reason of, arising out of, relating

to or in connection with (i) the allegations, facts, matters, events, transactions, acts,

occurrences, statements, representations, misrepresentations, or omissions or failures to

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act that were alleged or could have been alleged in the Action; (ii) any disclosures, non

disclosures or public statements made in connection with any of the foregoing; and

(iii) this Settlement. For the avoidance of doubt, the Settled Claims do not include (x) any

claim by any Defendant against any insurance carrier; (y) claims to enforce the MOU or

the Settlement, if approved by the Court; or (z) any claims of or against any Opt-Out.

1.41. "Settlement" means the settlement contemplated by this Stipulation.

1.42. "Settlement Amount" means the sum of Six Million Two Hundred and

Fifty Thousand Dollars ($6,250,000.00) only, payable in United States currency, which

amount shall include all attorneys' fees and expenses, and all costs related to the class

notice and settlement administration.

1.43. "Settlement Class" or "Settlement Class Member" means all persons and

entities that purchased or otherwise acquired the securities of Vista Outdoor Inc. between

August 11, 2016 and November 9, 2017, inclusive, and were damaged thereby. Excluded

from the Settlement Class are: Vista, Mark W. DeYoung, Stephen M. Nolan and

Kelly T. Grindle; the officers and directors of the Company during the Class Period; the

immediate family members of any of the foregoing individuals; any affiliate of Vista; any

entity in which Defendants have or had a controlling interest; and the legal

representatives, heirs, successors or assigns of any of the foregoing excluded persons and

entities. Also excluded from the Settlement Class are any Settlement Class Members

who properly exclude themselves by submitting a valid and timely request for exclusion

in accordance with the requirements set forth below and in the Notice.

1.44. "Settlement Hearing" means the hearing held to determine whether the

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proposed Settlement embodied by this Stipulation is fair, reasonable and adequate to the

Class, and whether the Court should enter an Order and Final Judgment approving the

Settlement.

1.45. "Settlement Fund" means the funds maintained from time to time in the

Escrow Account.

1.46. "Settling Parties" means Releasing Persons and Released Persons.

1.47. "Taxes" means any taxes (including any estimated taxes, interest or

penalties) arising with respect to any income earned by the Settlement Fund, including

any taxes or tax detriments to which Defendants may possibly be subject (as computed on

a "first-dollar" basis) with respect to (i) any income earned by the Settlement Fund for

any period during which the Settlement Fund is not treated, or does not qualify, as a

"qualified settlement fund" for federal or state income tax purposes; and (ii) the payment

or reimbursement of the Settlement Fund of any taxes or tax detriments described in

clause (i).

1.48. "Tax Expenses" means expenses and costs incurred in connection with the

operation and implementation of Paragraph 9 herein (including expenses of tax attorneys

and/or accountants and mailing and distribution costs and expenses relating to filing, or

failing to file, the returns described in Paragraph VI.9).

1.49. "Unknown Claims" means any and all Settled Claims that Defendants,

Lead Plaintiff, for itself, the Class, and any or all other persons and entities whose claims

are being released, do not know or suspect to exist, which, if known by him, her or it,

might affect his, her or its agreement to release the Released Parties or the Settled

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Claims, or might affect his, her or its decision to object to or not object to the Settlement

With respect to any and all Settled Claims, the Parties stipulate and agree that upon the

Effective Date, the Lead Plaintiff and the Defendants shall expressly waive, and each

Released Person and Releasing Person shall be deemed to have waived, and by operation

of the Order and Final Judgment shall have expressly waived, any and all provisions,

rights and benefits of conferred by any law of any state or territory of the United States,

or principle of common law, which is similar comparable, or equivalent to Cal. Civ. Code

§ 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Lead Plaintiff, other Settlement Class Members or Defendants may hereafter discover

facts in addition to or different from those which he, she, or it now know or believes to be

true with respect to the subject matter of the Settled Claims, but hereby stipulates and

agrees that Lead Plaintiff, and each Releasing Person shall be deemed to settle and

release, and upon the Effective Date and by operation of the Order and Final Judgment

shall have settled and released, fully, finally, and forever, any and all Settled Claims

against Released Persons, known or unknown, suspected or unsuspected, contingent or

non-contingent, whether or not concealed or hidden, which now exist, or which

heretofore existed upon any theory of law or equity now existing or coming into

existence in the future, including, but not limited to, conduct that is negligent or

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intentional and with or without malice, or a breach of any duty, law, or rule, without

regard to the subsequent discovery or existence of such different or additional facts.

1.50. "Vista" means Vista Outdoor Inc.

II. SCOPE AND EFFECT OF SETTLEMENT.

2. The obligations incurred pursuant to this Stipulation shall be in full and

final disposition of the Action and any and all Settled Claims.

3. (a) By operation of the Order and Final Judgment, upon the Effective

Date of this Settlement, each and all of the Lead Plaintiff and Releasing Persons, on behalf of

themselves and their respective heirs, executors, administrators, successors and assigns and all

persons acting in concert with any such person shall, with respect to each and every Settled

Claim, waive, release, forever discharge and dismiss, with prejudice, and agree not to institute,

maintain or prosecute any or all Settled Claims against any or all of the Released Persons, and

shall be permanently and finally enjoined without the necessity of posting a bond from

commencing or prosecuting any actions or other proceedings asserting any of the Settled Claims

either directly, indirectly, representatively, derivatively or in any other capacity against any of

the Released Persons herein. This injunction expressly extends to all claims covered by this

Stipulation and all Releasing Persons defined herein.

(b) By operation of the Order and Final Judgment, upon the Effective

Date of this Settlement, each of the Defendants and Released Persons, on behalf of themselves

and their respective heirs, executors, administrators, successors and assigns and all persons

acting in concert with any such person, shall have, fully, finally, and forever released,

relinquished, and discharged Plaintiffs, Plaintiffs' Counsel and the Settlement Class (except any

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Settlement Class Member who opts out of the Settlement) from all Claims (including Unknown

Claims) arising out of, relating to, or in connection with, the institution, prosecution, assertion,

Settlement, or resolution of the Action or the Settled Claims except to enforce the releases and

other terms and conditions contained in this Stipulation or any Court order (including, but not

limited to, the Judgment) entered pursuant thereto.

III. THE SETTLEMENT CONSIDERATION.

4. Within ten (10) business days following entry on the Court's docket of the

Preliminary Approval Order, either in or substantially in the form annexed hereto as Exhibit A,

granting the Court's preliminary approval of this Settlement, Defendants shall cause the

Settlement Amount to be deposited into the Escrow Account, in full and complete settlement of

the Settled Claims of Lead Plaintiff and all Releasing Persons. Upon deposit of the Settlement

Amount into the Escrow Account, the Settlement Amount and any income or interest earned

thereon thereafter shall be the "Settlement Fund". In no event shall Defendants or their insurers

be liable for or required to pay any amounts of any kind in addition to the Settlement Amount to

Lead Plaintiff, Class Members or Lead Counsel; for the avoidance of doubt, neither Defendants

nor their insurers shall be liable for or required to pay any interest on the Settlement Amount of

any kind and relating to any time period (including prior to the payment of the Settlement

Amount into the Escrow Account) or any amount to Lead Plaintiff, Class Members or Lead

Counsel for their attorneys' fees or reimbursement of any other fees or expenses.

5. In no event shall Defendants have any responsibility, financial obligation,

or liability whatsoever with respect to the operation, management or disbursement of the Escrow

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Account once established or with respect to the investment, distribution, use, or administration of

the Settlement Fund, including, but not limited to, the costs and expenses of such investment,

distribution, or administration. Defendants shall likewise have no responsibility whatsoever for

the allocation or distribution of the Settlement Fund and shall not be responsible or otherwise

liable, including to or with Lead Plaintiff, Lead Counsel, any Settling Parties or the Claims

Administrator, for any disputes relating to the amount, allocation, or distribution of any fees,

costs, or awards of any kind. After making payment of the Settlement Amount in accordance

with Paragraph 4 herein, Defendants shall not be liable for any additional payments of any kind

to Settling Parties or to any other person or entity with respect to this Settlement or Stipulation.

IV. ATTORNEYS' FEES AND EXPENSES.

6. Lead Counsel will apply to the Court for a collective award of attorneys'

fees from the Settlement Fund. Lead Counsel will also apply to the Court for reimbursement of

litigation expenses. Defendants take no position with respect to Lead Counsel's request for an

award of attorneys' fees and reimbursement of expenses. Such matters are not the subject of any

agreement between the Settling Parties. Such attorneys' fees and expenses as are awarded by the

Court shall be payable to Lead Counsel from the Settlement Fund within five (5) business days

following such award, notwithstanding the existence of any timely filed objections thereto, or

potential for appeal therefrom, or collateral attack on the Settlement or any part thereof, subject

to Lead Counsel's joint and several obligation to make appropriate refunds or repayments to the

Settlement Fund of the awarded attorneys' fees and litigation expenses, plus accrued interest at

the same net rate as is earned by the Settlement Fund, if and when, as a result of any appeal

and/or further proceedings on remand, or successful collateral attack, the fee or cost award is

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reduced or reversed by Order and Final Judgment or the Settlement is otherwise terminated.

Lead Counsel shall make the appropriate refund or repayment in full to the Settlement Fund

within ten (10) business days following any such reduction of the fee or cost award, or

termination of the Settlement. Lead Counsel may make a supplemental application to the Court

for an award from the Settlement Fund of attorneys' fees and expenses with respect to post-

settlement proceedings and administration. In no event will any Defendant or Defendants'

insurers be requested or required to pay, or be liable in any way for, any plaintiffs' attorneys'

fees, expenses or costs of any kind.

V. ADMINISTRATION EXPENSES.

7. Lead Counsel shall be solely responsible for designating a Claims

Administrator, subject to approval by the Court. The Claims Administrator shall administer the

Settlement under Lead Counsel's supervision and subject to the jurisdiction of the Court.

Defendants will not have any responsibility for, involvement in, or liability for, and Defendants

will not be requested or required to pay any costs, fees or expenses in connection with, providing

notice to the Settling Parties, the administration of the Settlement, the allocation, disbursement

and payment of the Settlement proceeds, or the reviewing, challenging or determination of

claims of Settling Parties. Defendants shall cooperate in the administration of the Settlement to

the extent reasonably necessary to effectuate its terms, including providing information in

electronic searchable format from Vista's transfer records concerning the identity of Settling

Parties and their transactions in Vista capital stock during the Class Period.

8. All reasonable Notice and Administration Expenses shall be paid from the

Settlement Fund when incurred, except that prior to the Effective Date, Lead Counsel may only

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draw on the Settlement Fund in an amount not exceeding $250,000 to pay Notice and

Administration Expenses incurred. In addition, Taxes, Tax Expenses and fees related to the

Escrow Account and investment of the Settlement Fund may be paid from the Settlement Fund

as incurred, without further approval of the Defendants, their insurers or further order of the

Court. After the Effective Date, without approval of the Defendants, their insurers or further

order of the Court, Notice and Administration Expenses may be paid from the Settlement Fund

as incurred.

VI. USE AND TAX TREATMENT OF SETTLEMENT FUND.

9. (a) The Settling Parties agree that the Settlement Fund is intended to be,

and shall be treated as being, a "qualified settlement fund" within the meaning of Treasury

Regulation 1.468B-1. Lead Counsel shall administer the Settlement Fund and shall be the

"administrator" (within the meaning of Treasury Regulation 1.468B-2(k)(3)) (the

"Administrator").

(b) The Administrator and, as required, the Settling Parties shall timely make, or

cause to be made, such elections as necessary or advisable to carry out the provisions of this

Paragraph 9, including the "relation-back election" (as defined in Treasury Regulation 1.468B-1)

back to the earliest permitted date. The Administrator shall timely and properly prepare and

deliver, or cause to be prepared and delivered, the necessary documentation for signature by all

necessary parties, and shall cause the appropriate filings to occur.

(c) The Administrator shall timely and properly file, or cause to be filed, all

informational and other tax returns necessary or advisable with respect to the Settlement Fund

20


(including the returns described in Treasury Regulation 1.468B-2(k) and (1) and the "§ 1.468B-3

Statement"). Such returns shall reflect that all Taxes shall be paid out of the Settlement Fund.

(d) Taxes and Tax Expenses shall be treated as, and considered to be, a cost of

administration of the Settlement and shall be timely paid or reimbursed, or caused to be paid or

reimbursed, by the Administrator from the Settlement Fund without prior order from the Court.

The Administrator shall reimburse the Defendants out of the Settlement Fund for Taxes and Tax

Expenses to which the Defendants are subject on any earnings on the funds on deposit in the

Settlement Fund. The Administrator shall be obligated (notwithstanding anything herein to the

contrary) to withhold from distribution out of the Settlement Fund any funds necessary to pay or

reimburse any Taxes or Tax Expenses, as well as any amounts that may be required to be

withheld under Treasury Regulation 1.468B-2(1)(2).

(e) It is the sole responsibility of the Releasing Persons to pay Taxes or any other

taxes, plus any penalties and interest, on any amounts received pursuant to the Settlement that

are construed to be income, and the Settlement Fund, Lead Plaintiff, Lead Counsel, Defendants,

their insurers, and Defendants' Counsel shall have no liability for such taxes, penalties or

interest.

10. This is not a claims-made settlement. As of the Effective Date,

Defendants and/or such other persons or entities funding the Settlement on the Defendant's

behalf, shall not have any right to the return of the Settlement Fund or any portion thereof for

any reason.

VII. DISTRIBUTION TO AUTHORIZED CLAIMANTS. 21


11. The Claims Administrator shall determine each Authorized Claimant's pro

rata share of the Net Settlement Fund based upon a Plan of Allocation to be proposed by Lead

Counsel and approved by the Court. The Defendants will take no position with respect to such

proposed Plan of Allocation.

12. The Plan of Allocation to be proposed by Lead Counsel is not a necessary

term of this Stipulation and it is not a condition of this Stipulation that any particular Plan of

Allocation be approved. Any decision by the Court concerning the Plan of Allocation shall not

affect the validity or finality of this Stipulation or Settlement.

13. The Net Settlement Fund shall be distributed to Authorized Claimants by

the Claims Administrator only after the Effective Date and after: (i) all claims have been

processed, and all Claimants whose claims have been rejected or disallowed, in whole or in part,

have been notified and provided the opportunity to be heard concerning such rejection or

disallowance; (ii) all objections with respect to all rejected or disallowed claims have been

resolved by the Court, and all appeals therefrom have been resolved or the time therefore has

expired; (iii) all matters with respect to attorneys' fees, costs, and disbursements have been

resolved by the Court, all appeals therefrom have been resolved or the time therefore has

expired; and (iv) all Notice and Administration Expenses, Taxes and Tax Expenses have been

paid. If the funds remaining in the Settlement Fund following pro rata distribution(s) to all

Authorized Claimants are an amount that is not cost effective or efficient to redistribute to

Authorized Claimants, then such remaining funds, after payment of any further Notice and

Administration Expenses, Taxes and Tax Expenses, shall be contributed to a non-sectarian, not-

22


for profit organization recognized as tax-exempt under Internal Revenue Code section 501(c)(3)

to be designated by the Court.

14. The Defendants shall have no involvement in, and shall not be responsible

or liable in any way for, reviewing or challenging submitted Proofs of Claim.

VIII. ADMINISTRATION OF THE SETTLEMENT.

15. Any Class Member who does not timely submit a valid Proof of Claim

will not be entitled to receive any proceeds from the Net Settlement Fund but will otherwise be

bound by all of the terms of this Stipulation and the Settlement, including the terms of the Final

Judgment to be entered in the Action and the releases provided for herein, and will be barred and

enjoined from bringing any action against the Released Persons concerning the Settled Claims.

16. All Authorized Claimants shall, as part of the Proof of Claim, execute an

individual release of the Released Persons upon the same terms as set forth herein, as a condition

precedent to receipt of any part of the Settlement Fund, but the failure of any Authorized

Claimant to execute such a release shall not in any way affect the validity of the releases

provided by Releasing Persons in favor of Released Persons herein, and the Releasing Persons

shall nonetheless be bound by the terms of those releases. Further, the failure of any Releasing

Person to make a claim on the Settlement Fund shall not affect the validity and effectiveness of

the release provided herein in favor of Released Persons, as to that Releasing Person. Lead

Counsel and/or the Claims Administrator shall retain copies of the individual releases executed

by Authorized Claimants referred to in this Paragraph for at least three (3) years after the

disbursement of the Net Settlement Fund by the Claims Administrator and shall provide copies

23


of individual releases to Defendants' Counsel at no expense on a case by case basis if requested

to do so.

17. Lead Counsel shall be solely responsible for supervising the

administration of the Settlement and disbursement of the Net Settlement Fund by the Claims

Administrator. Except for the obligation to pay the Settlement Amount and, as set forth in

Paragraph 7 above, to provide reasonable cooperation with respect to the identification of Class

Members from Vista's shareholder transfer records, Defendants shall have no liability, obligation

or responsibility for the administration of the Escrow Account or the Settlement, for the

allocation, disbursement and payment of the Settlement Fund or Net Settlement Fund, or for the

reviewing, challenging or determination of claims of Class Members. Lead Counsel shall have

the right, but not the obligation, to waive what they deem to be formal or technical defects in any

Proofs of Claim submitted in the interests of achieving substantial justice.

18. For purposes of determining the extent, if any, to which a Class Member

shall be entitled to be treated as an "Authorized Claimant", the following conditions shall apply:

(a) Each Class Member shall be required to timely submit a Proof of Claim

(either in or substantially in the form of Exhibit A-2 to Exhibit A), signed under penalty of

perjury and supported by such documents as are designated therein, including proof of Class

Member's loss, or such other documents or proof as the Claims Administrator or Lead Counsel,

in their discretion, may deem acceptable.

(b) All Proofs of Claims must be submitted by the date specified in the Notice

unless such period is extended by Order of the Court. Any Class Member who fails to submit a

24


Proof of Claim by such date shall be forever barred from receiving any payment pursuant to this

Stipulation (unless, by Order of the Court, a later submitted Proof of Claim by such Class

Member is approved), but shall in all other respects be bound by all of the terms of this

Stipulation and the Settlement, including the terms of the Final Judgment to be entered in the

Action and the releases provided for herein, and will be barred and enjoined from bringing any

action against the Released Persons concerning the Settled Claims. Provided that it is received

before preparation of the distribution, a Proof of Claim shall be deemed to have been submitted

when mailed, if received with a postmark indicated on the envelope and if mailed first-class

postage prepaid and addressed in accordance with the instructions thereon. In all other cases, the

Proof of Claim shall be deemed to have been submitted when actually received by the Claims

Administrator;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, under the supervision of Lead Counsel, who shall determine in accordance with

this Stipulation the extent, if any, to which each claim shall be allowed, subject to review by the

Court pursuant to subparagraph (e) below;

(d) Proofs of Claim that do not meet the submission requirements may be

rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate

with the Claimant in order to afford the Claimant the opportunity to remedy curable deficiencies

in the Proof of Claim submitted. The Claims Administrator, under the supervision of Lead

Counsel, shall notify, in a timely fashion and in writing, all Claimants whose Proofs of Claim it

proposes to reject in whole or in part, setting forth the reasons therefore, and shall indicate in

25


such notice that the Claimant whose claim is to be rejected has the right to a review by the Court

if the Claimant so desires and complies with the requirements of subparagraph (e) below; and

(e) If any Claimant whose claim has been rejected in whole or in part desires to

contest such rejection, the Claimant must, within twenty (20) calendar days after the date of

mailing of the notice required in subparagraph (d) above, serve upon the Claims Administrator a

notice and statement of reasons indicating the Claimant's grounds for contesting the rejection

along with any supporting documentation, and requesting a review thereof by the Court. If a

dispute concerning a claim cannot be otherwise resolved, Lead Counsel shall thereafter present

the request for review to the Court.

19. Each Claimant shall be deemed to have submitted to the jurisdiction of the

Court with respect to the Claimant's claim, and the claim will be subject to investigation and

discovery under the Federal Rules of Civil Procedure, provided that such investigation and

discovery shall be limited to that Claimant's status as a Class Member and the validity and

amount of the Claimant's claim. No discovery shall be allowed on the merits of the Action or

the Settlement, including from any Defendant, for any reason.

20. Payment from the Settlement Fund pursuant to this Stipulation shall be

deemed final and conclusive against all Class Members. All Class Members whose claims are

not approved shall be barred from participating in distributions from the Net Settlement Fund,

but otherwise shall be bound by all of the terms of this Stipulation and the Settlement, including

the terms of the Final Judgment to be entered in the Action and the releases provided for herein,

26


and will be barred and enjoined from bringing any action against the Released Persons

concerning the Settled Claims.

21. Any Class Member wishing to be excluded from the Settlement Class and

this Stipulation and Settlement must timely mail a signed, written request for exclusion from the

Settling Parties to the Claims Administrator, within the time and in accordance with the criteria

and containing the information set forth in the Preliminary Approval Order and in the Notice.

Unless amended by the Court, the Preliminary Approval Order, attached as Exhibit A hereto,

shall provide that requests for exclusion shall be received no later than twenty-one (21) calendar

days prior to the Settlement Hearing. Such Class Members who timely and validly exclude

themselves from the Settling Parties shall not be bound by this Settlement and the releases

described herein, shall have no entitlement to or claim upon all or any part of the Settlement

Fund, and shall not receive any payment pursuant to the Settlement.

22. Lead Counsel, subject to review by the Court, shall be responsible for

determining whether a request for exclusion is timely and valid, in accordance with the criteria

specified in the Court's Preliminary Approval Order and in the Notice. To be valid, a request for

exclusion must comply fully with the criteria specified in the Preliminary Approval Order and in

the Notice, and contain all of the information specified in the Preliminary Approval Order and in

the Notice. If a request for exclusion is untimely, or is invalid because it does not otherwise

comply with the criteria or contain all of the information specified in the Court's Preliminary

Approval Order and in the Notice, then it shall be void and of no effect, and that Class Member

shall remain part of the Settling Parties in this Action and shall be bound by all of the terms of

this Stipulation and Settlement, including the terms of the Final Judgment to be entered in the

27


Action and the releases provided for herein, and will be barred and enjoined from bringing any

action against the Released Parties concerning the Settled Claims. Any disputes regarding

whether or not a request for exclusion is timely and valid, and thus effective, shall be resolved by

the Court.

IX. TERMS OF PRELIMINARY APPROVAL ORDER.

23. Promptly after this Stipulation has been fully executed, Lead Counsel and

Defendants' Counsel jointly shall apply to the Court for entry of a Preliminary Approval Order,

substantially in the form annexed hereto as Exhibit A (with annexes). During the period from

execution of this Stipulation to the Effective Date, which shall include the period following entry

of the Preliminary Approval Order, each of the Settling Parties, and their respective heirs,

executors, administrators, successors and assigns and all persons acting in concert with any such

person or entity, agree not to institute, maintain or prosecute any or all Settled Claims against

any or all of the Released Persons or Lead Plaintiff.

24. For the purposes of this Settlement only, Lead Plaintiffs and Defendants

agree to (i) certification of the Action as a class action pursuant to Fed. R. Civ. P. 23(a) and

23(b)(3) on behalf of the Settling Parties as defined herein; (ii) appointment of Lead Plaintiff as

class representative; and (iii) appointment of Lead Counsel as class counsel pursuant to Fed. R.

Civ. P. 23(g).

X. TERMS OF JUDGMENT.

25. If the Settlement is approved by the Court, Lead Counsel and Defendants'

Counsel shall request that the Court enter a Final Judgment substantially in the form annexed

hereto as Exhibit B (with annex, if any).

28


XI. EFFECTIVE DATE OF SETTLEMENT.

26. The Effective Date of this Settlement shall be the date when all of the

following shall have occurred:

(a) entry of the Preliminary Approval Order substantially in the form annexed

hereto as Exhibit A;

(b) payment of the Settlement Amount into the Escrow Account;

(c) approval by the Court of the Settlement, following notice to the Settlement

Class and the Settlement Hearing, as prescribed by Rule 23 of the Federal Rules of Civil

Procedure; and

(d) a Judgment substantially in the form set forth in Exhibit B annexed hereto,

has been entered by the Court and has become Final.

XII. TERMINATION.

27. Defendants and Lead Plaintiff shall have the right to terminate the

Settlement and this Stipulation by providing written notice of their election to do so

("Termination Notice") to counsel for all other signatories hereto, within thirty (30) days of:

(i)the Court's refusal to certify the Settlement Class as agreed to by the Settling Parties in

Paragraph 24 herein, or should any court amend the scope of the Settlement Class; (ii) the

Court's refusal to enter the Preliminary Approval Order in any material respect; (iii) the

Defendants' failure to cause the Settlement Amount to be deposited into the Escrow Account

according to Paragraph 4 herein; (iv) the Court's refusal to approve this Stipulation or any

29


material part of it; (v) the Court's refusal to enter the Final Judgment in any material respect;

(vi) the date upon which the Final Judgment is modified or reversed in any material respect by

the Court of Appeals or the Supreme Court.

28. In addition to the foregoing, Defendants shall also have the option to

terminate the Settlement and this Stipulation, and render them null and void and of no further

effect, in the event that members of the Settlement Class who in total purchased or acquired in

excess of a certain agreed-upon amount of Vista securities during the Class Period and who have

suffered a loss on such purchases in excess of an amount agreed to by the parties (the

"Termination Threshold") timely and validly request exclusion from the Settlement Class in

accordance with the provisions of Paragraphs 21 and 22 herein, within the time and in

accordance with the criteria set forth in the Preliminary Approval Order and in the Notice.

(a) The Settling Parties agree to maintain the confidentiality of the Termination

Threshold, which is set forth in the Supplemental Agreement Regarding Requests for Exclusion

("Supplemental Agreement") that is simultaneously herewith being executed by Defendants'

Counsel and Lead Counsel. The Supplemental Agreement, unless otherwise ordered by the

Court, shall be kept confidential and shall not be filed with the Court, but it may be examined in

camera by the Court, if so requested.

(b) With respect to this Paragraph, no later than eighteen (18) calendar days prior

to the Settlement Hearing, the Claims Administrator shall provide Defendants' Counsel with

(i) copies of any and all requests for exclusion from the Settlement Class herein received by the

Claims Administrator, (ii) a list of all persons or entities requesting exclusion, (iii) a list of shares

of Vista stock purchased or acquired during the Class Period by each of those persons or entities

30


(to the extent provided to the Claims Administrator), (iv) a report by Lead Counsel identifying

which requests for exclusion they have determined to be timely and valid under the criteria

specified in the Preliminary Approval Order and the Notice, and (v) a representation, no later

than eleven (11) calendar days prior to the Settlement Hearing, that all requests for exclusion

received have been copied and provided to Defendants' Counsel.

(c) Defendants shall be entitled to exercise the option referenced in this

Paragraph to terminate the Settlement and this Stipulation only if they provide Lead Counsel

with written notice of Defendants' termination of the Settlement and file that notice with the

Court no later than 5:00 p.m. Eastern time on the fourth (4th) business day prior to the

Settlement Hearing.

(d) Lead Counsel may attempt to cause the retraction of any request for exclusion

by Class Members prior to the Settlement Hearing. If Lead Counsel succeed in causing the

retraction of sufficient requests for exclusion such that the remaining requests for exclusion do

not satisfy the requirements of the Termination Threshold, then Defendants' written notice of

termination automatically shall be deemed a nullity. To retract a request for exclusion, a Class

Member must, prior to the Settlement Hearing, file a written notice with the Court stating his,

her, or its desire to retract the request for exclusion from the Settlement Class and that person or

entity's desire to be bound by the Settlement, this Stipulation, and any Final Judgment entered

herein, provided, however, that the filing of such written notice may be effected by Lead

Counsel.

(e) Any dispute among the Settling Parties concerning the interpretation or

application of this Paragraph and the Supplemental Agreement shall be presented to the Court for

31


resolution upon the application of any party hereto.

29. If an option to terminate this Stipulation and Settlement arises under any

of Paragraphs 27 or 28 above: (i) neither the Defendants nor Lead Plaintiff (as the case may be)

will be required for any reason or under any circumstance to exercise that option; and (ii) any

exercise of that option shall be made in good faith, but in the sole and unfettered discretion of the

Defendants or Lead Plaintiff, as applicable.

30. In the event the Settlement is terminated or any of the requirements of the

"Effective Date" specified in Paragraph 26 are, for any reason, not satisfied, then this Stipulation

and Settlement shall be null and void, without prejudice, and none of its terms, including, but not

limited to, the certification of the Settlement Class, the appointment of Class Representatives,

and the appointment of Class Counsel, shall be effective or enforceable, except that

Paragraphs 30, 31, 32, 33 and 34 shall survive such termination; the Settling Parties shall be

deemed to have reverted to their respective litigation positions in the Action immediately prior to

the date of this Stipulation; and the Settling Parties shall proceed in all respects as if this

Stipulation and any related orders had not been entered; neither Lead Plaintiff nor any other

putative Claimant may use the fact of execution of this Stipulation consenting to certification of

a class solely for settlement purposes as a basis to argue that Defendants have in any way

circumscribed, limited or waived their ability to oppose, for any reason, certification of a class

other than for settlement purposes; and the fact and terms of the Settlement, this Stipulation and

all settlement discussions shall not be admissible in any trial of this Action or any other

proceeding, including, but not limited to, for the purposes of obtaining certification of a class

other than for settlement purposes, and shall not be used by Lead Plaintiff against or to the

32


prejudice of the Defendants or by the Defendants against or to the prejudice of Lead Plaintiff in

any court filings, depositions, at trial, or otherwise.

31. In the event the Settlement is terminated or any of the requirements of the

"Effective Date" specified in Paragraph 26 are, for any reason, not satisfied, then the Settlement

Amount previously paid on behalf of or by the Defendants, together with any interest and

earnings thereon and including repayment of any attorneys' fees or expenses disbursed pursuant

to Paragraph 6 herein (together with interest thereon), less any Taxes and/or Tax Expenses paid

or due, and less any Notice and Administration Expenses actually incurred and paid or payable

from the Settlement Fund pursuant to Paragraph 8 herein, shall be returned to the entity or

entities that deposited the Settlement Amount into the Escrow Account on Defendants' behalf,

within ten (10) business days after written notification of such event. At the request of

Defendants, the Escrow Agent or its designee shall apply for any tax refund owed on the

amounts in the Escrow Account and pay the proceeds, after any deduction of any fees or

expenses incurred in connection with such application(s), for refund to the applicable funder or

as otherwise directed.

XIII. NO ADMISSION OF WRONGDOING

32. This Stipulation, whether or not consummated, and any proceedings taken

pursuant to it:

(a) shall not be offered or received against any Defendant or Released Person as

evidence of, or construed as or deemed to be evidence of, any presumption, concession, or

admission by any Defendant or Released Person with respect to the truth of any fact alleged by

any of the plaintiffs or the validity of any claim that has been or could have been asserted in the

33


Action or in any litigation, or the deficiency of any defense that has been or could have been

asserted in the Action or in any litigation, or of any liability, negligence, fault or wrongdoing of

any Defendant or Released Person;

(b) shall not be offered or received against any Defendant or Released Person as

evidence of a presumption, concession or admission of any fault, misrepresentation or omission

with respect to any statement or written document approved or made by any Defendant or

Released Person;

(c) shall not be offered or received against any Defendant or Released Person as

evidence of a presumption, concession or admission with respect to any liability, negligence,

fault or wrongdoing, or in any way referred to for any other reason as against any Defendant or

Released Person, in any other civil, criminal or administrative action or proceeding, other than

such proceedings as may be necessary to effectuate the provisions of this Stipulation; provided,

however, that if this Stipulation is approved by the Court, the Settling Parties may refer to it to

effectuate the liability protection granted them hereunder;

(d) shall not be construed against any Defendant or Released Person as an

admission or concession that the consideration to be given hereunder represents the amount

which could or would have been recovered after trial; and

(e) shall not be construed as or received in evidence as an admission, concession

or presumption against Lead Plaintiff or any of the Releasing Persons that any of their claims are

without merit, or that any defenses asserted by any Defendants have any merit, or that damages

34


recoverable under the Complaint would not have exceeded the Settlement Amount or the

Settlement Fund.

XIV. PUBLICITY.

33. Unless otherwise agreed upon or required by this Stipulation or law, the

Settling Parties agree to treat the existence and terms of this Stipulation as confidential until

Vista publicly announces the Settlement. However, Defendants retain the right to disclose the

existence and terms of this Stipulation to their external auditors and insurers at any time.

Nothing herein shall preclude Lead Counsel from identifying on their respective websites and in

any other materials describing their law firm, the fact that it was Lead Counsel in the Action and

referring to the relief obtained pursuant to this Settlement upon its final approval.

34. In no event shall Lead Plaintiff, Lead Counsel, Defendants, or Defendants'

Counsel make any public statement that disparages the business or reputation of any of the other

Settling Parties, their counsel, or Released Persons (including without limitation Vista and its

officers, directors, management and employees). Nothing in this provision prevents Lead

Counsel from (a) describing their role in this litigation in conversations with Class Members in

the course of giving legal advice regarding the terms of the Settlement, or (b) making statements

about Defendants in proceedings before the Court or any appellate court considering this Action.

XV. MISCELLANEOUS PROVISIONS.

35. All of the exhibits attached hereto are hereby incorporated by reference as

though fully set forth herein.

36. The Settling Parties recognize that this Action was filed by Lead Plaintiff

and defended by Defendants in good faith, and neither Lead Plaintiff, Defendants nor their 35


respective counsel shall make any applications for sanctions pursuant to Rule 11 of the Federal

Rules of Civil Procedure or other court rule or statute with respect to any claims or defenses

asserted in this Action.

37. This Stipulation may not be modified or amended, nor may any of its

provisions be waived except by a writing signed by all Settling Parties or their successors-in-

interest.

38. The headings herein are used for the purpose of convenience only and are

not meant to have legal effect.

39. The administration and consummation of the Settlement as embodied in

this Stipulation shall be under the authority of the Court and the Court shall retain jurisdiction for

the purpose of entering orders providing for awards of attorneys' fees and expenses to Lead

Counsel and enforcing the terms of this Stipulation.

40. The waiver by one party of any breach of this Stipulation by any other

party shall not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

Any such waiver shall be made on behalf of the party waiving the breach, and will not constitute

a waiver by any other party.

41. This Stipulation and its exhibits constitute the entire agreement among the

Settling Parties concerning the Settlement of the Action, and no representation, warranties, or

inducements have been made by any party hereto concerning this Stipulation and its exhibits

other than those contained and memorialized in such documents.

36


42. This Stipulation may be executed in one or more counterparts, including

by signature transmitted by facsimile or email. All executed counterparts and each of them shall

be deemed to be one and the same instrument.

43. The Stipulation shall be binding upon, and inure to the benefit of, the

successors and assigns of the Settling Parties.

44. The construction, interpretation, operation, effect and validity of this

Stipulation and all documents necessary to effectuate it, shall be governed by the internal laws of

the State of New York without regard to conflicts of laws, except to the extent that federal law

requires that federal law governs.

45. This Stipulation shall not be construed more strictly against one party than

another merely by virtue of the fact that it, or any part of it, may have been prepared initially by

counsel for one of the Settling Parties, it being recognized that it is the result of arm's-length

negotiations between the Settling Parties and all Settling Parties have contributed substantially

and materially to the preparation of this Stipulation.

46. All counsel and any other person executing this Stipulation and any of the

exhibits hereto, or any related settlement documents, warrant and represent that they have the full

authority to do so and that they have the authority to take appropriate action required or

permitted to be taken pursuant to this Stipulation to effectuate its terms.

37


Dated: July 2,2018 CRAVATH, SWAINE & MOORE LLP

Robert Hf Baron (admitted pro hac vice) Michael A. Paskin (admitted pro hac vice) Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Tel.: (212) 474-1000 Fax: (212) 474-3700 rbaron@cravath. com mpaskin@cravath. com

PARSONS BEHLE & LATIMER Tammy B. Georgelas 201 South Main Street, Suite 1800 Salt Lake City, UT 84111 Tel.: (801) 532-1234 Fax:(801)536-6111 [email protected]

Attorneys for Defendants

Dated: July 2, 2018 WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP

Betsy C. Manifold (admitted pro hac vice) 750 B Street, Suite 2770 San Diego, CA 92101 Telephone: 619/239-4599 Facsimile: 619/234-4599 [email protected]

WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP Gregory M. Nespole (admitted pro hac vice) Regina Calcaterra (admitted pro hac vice) Corey Kamin (admitted pro hac vice) Anita Kartalopoulos (admitted pro hac vice)

38


mailto:[email protected]


VISTA 24665 v2

270 Madison Avenue New York, NY 10016 [email protected] [email protected] [email protected] [email protected]

ANDERSON & KARRENBERG, P.C. Heather M. Sneddon (#9520) Jared D.Scott (#15066) 50 W. Broadway, Suite 700 Salt Lake City, UT 84101-2035 Tel:(801)534-1700 [email protected] [email protected]

PITTA LLP Vincent F. Pitta (admitted pro hac vice) 120 Broadway, 28th Floor New York, NY 10271 Tel: (212) 652-3836 [email protected]

Attorneys for Lead Plaintiff

39









Exhibit A



PATRICK LENTSCH, On Behalf of Himself and All Others Similarly Situated,

Plaintiff,

v.


Defendants.

) ) ) ) ) ) ) ) ) ) ) ) ) )

Case No. 1:17-cv-00012-RJS-EJF [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT, APPROVING FORM AND MANNER OF NOTICE, AND SETTING DATE FOR HEARING ON FINAL APPROVAL OF SETTLEMENT JUDGE: Hon. Dale A. Kimball


WHEREAS, as of July 2, 2018, Lead Plaintiff The New York Hotel Trades

Council and Hotel Association of New York City, Inc. Pension Fund (“Lead Plaintiff”), on

behalf of itself, and the Settlement Class, on the one hand, and Vista Outdoors, Inc. (“Vista” or

the “Company”), Mark W. DeYoung, Stephen M. Nolan and Kelly T. Grindle (collectively, the

“Individual Defendants” and, together with Vista, the “Defendants”), on the other hand, entered

into a Stipulation and Agreement of Settlement (the “Stipulation”) in the above-captioned

litigation (the “Action”), which is subject to review under Rule 23 of the Federal Rules of Civil

Procedure and which, together with the exhibits thereto, sets forth the terms and conditions of the

proposed settlement of the Action and the claims alleged in the second amended complaint filed

on January 12, 2018 (the “Complaint”) on the merits and with prejudice (the “Settlement”); and

WHEREAS, the Court has reviewed and considered the Stipulation and the

accompanying exhibits; and

WHEREAS, the Parties to the Stipulation have consented to the entry of this

order; and

WHEREAS, all capitalized terms used in this order that are not otherwise defined

herein have the meanings defined in the Stipulation;

NOW, THEREFORE, IT IS HEREBY ORDERED, this _______ day of

____________, 2018 that:

1. The Court has reviewed the Stipulation and preliminarily finds the

Settlement set forth therein to be fair, reasonable and adequate to all shareholders, subject to

further consideration at the Settlement Hearing described below.

2. Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure,

the Court hereby certifies, for the purposes of the Settlement only, the Settlement Class of: all

1


persons and entities that purchased or otherwise acquired the securities of Vista, between

August 11, 2016 and November 9, 2017, inclusive (the “Class Period”), and were damaged

thereby (the “Settlement Class”). Excluded from the Settlement Class are: Vista, Mark W.

DeYoung, Stephen M. Nolan and Kelly T. Grindle; the officers and directors of Vista or any of

its subsidiaries or affiliates during the Class Period; the immediate family members of any of the

foregoing individuals; any affiliate of Vista; any entity in which Defendants have or had a

controlling interest; and the legal representatives, heirs, successors or assigns of any of the

foregoing excluded persons and entities. Also excluded from the Settlement Class are any

Settlement Class Members who properly exclude themselves by submitting a valid and timely

request for exclusion in accordance with the requirements set forth below and in the Notice.

3. The Court finds and concludes that the prerequisites of class action

certification under Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedures have been

satisfied for the Settlement Class defined herein and for the purposes of the Settlement only, in

that:

(a) the members of the Settlement Class are so numerous that joinder of all

Settlement Class Members is impracticable;

(b) there are questions of law and fact common to the Settlement Class Members;

(c) the claims of Lead Plaintiff are typical of the Settlement Class’s claims;

(d) Lead Plaintiff and Lead Counsel have fairly and adequately represented and

protected the interests of the Settlement Class;

2


(e) the questions of law and fact common to Settlement Class Members

predominate over any individual questions; and

(f) a class action is superior to other available methods for the fair and efficient

adjudication of the controversy, considering that the claims of Settlement Class Members in the

Action are substantially similar and would, if tried, involve substantially identical proofs and

may therefore be efficiently litigated and resolved on an aggregate basis as a class action; the

amounts of the claims of many of the Settlement Class Members are too small to justify the

expense of individual actions; and it does not appear that there is significant interest among

Settlement Class Members in individually controlling the litigation of their claims.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the

purposes of the Settlement only, The New York Hotel Trades Council and Hotel Association of

New York City, Inc. Pension Fund is certified as the Class Representative for the Settlement

Class. The law firm of Wolf Haldenstein Adler Freeman & Herz LLP (“Wolf Haldenstein”) is

appointed Class Counsel for the Settlement Class.

5. A hearing (the “Settlement Hearing”) pursuant to Rule 23(e) of the

Federal Rules of Civil Procedure is hereby scheduled to be held before the Court on

________________, 2018, at __:____ _.m. in Room , U.S. Courthouse, Salt Lake

City, Utah for the following purposes:

(a) to determine whether the proposed Settlement is fair, reasonable and

adequate, and should be approved by the Court;

3


(b) to determine whether the proposed Final Order and Judgment (“Judgment”)

as provided under the Stipulation should be entered, and to determine whether the release by the

Settlement Class of the Settled Claims, as set forth in the Stipulation, should be provided to the

Released Persons;

(c) to determine, for purposes of the Settlement only, whether the Settlement

Class should be finally certified; whether Lead Plaintiff should be finally certified as the Class

Representative for the Settlement Class; whether the law firm of Wolf Haldenstein should be

finally appointed as Class Counsel for the Settlement Class;

(d) to determine whether the proposed Plan of Allocation for the proceeds of the

Settlement is fair and reasonable and should be approved by the Court;

(e) to consider Lead Counsel’s application for an award of attorneys’ fees and

expenses (which may include an application for an award to Lead Plaintiff for reimbursement of

its reasonable costs and expenses directly related to its representations of the Settlement Class,

pursuant to the Private Securities Litigation Reform Act of 1995 (“PSLRA”)); and

(f) to rule upon such other matters as the Court may deem appropriate.

6. The Court reserves the right to approve the Settlement with or without

modification and with or without further notice to the Settlement Class of any kind. The Court

further reserves the right to enter the Judgment approving the Settlement regardless of whether it

has approved the Plan of Allocation or awarded attorneys’ fees and/or expenses. The Court may

also adjourn the Settlement Hearing or modify any of the dates herein without further notice to

members of the Settlement Class.

4


7. The Court approves the form, substance and requirements of the Notice of

Pendency of Class Action, Proposed Settlement (the “Notice”) and the Proof of Claim and

Release form (“Proof of Claim”), substantially in the forms annexed hereto as Exhibits A-1 and

A-2, respectively.

8. The Court approves the retention of Garden City Group as the Claims

Administrator. The Claims Administrator shall cause the Notice and the Proof of Claim,

substantially in the forms annexed hereto, to be mailed, by first-class mail, postage prepaid, on or

before fifteen (15) business days after entry of this Preliminary Approval Order (“Notice Date”),

to all Settlement Class Members who can be identified with reasonable effort. Vista, to the

extent it has not already done so, shall use its best efforts to obtain and provide to Lead Counsel,

or the Claims Administrator, transfer records in electronic searchable form containing the names

and addresses of purchasers of the publicly traded common stock of Vista during the Class

Period no later than ten (10) business days after entry of this Preliminary Approval Order.

9. The Claims Administrator shall use reasonable efforts to give notice to

nominee purchasers such as brokerage firms and other persons or entities who purchased or

otherwise acquired the publicly traded common stock of Vista during the Class Period as record

owners but not as beneficial owners. Such nominees SHALL EITHER: (a) WITHIN SEVEN

(7) CALENDAR DAYS of receipt of the Notice, request from the Claims Administrator

sufficient copies of the Notice to forward to all such beneficial owners and WITHIN SEVEN (7)

CALENDAR DAYS of receipt of those Notices from the Claims Administrator forward them to

all such beneficial owners; or (b) WITHIN SEVEN (7) CALENDAR DAYS of receipt of the

Notice, provide a list of the names and addresses of all such beneficial owners to the Claims

Administrator and the Claims Administrator is ordered to send the Notice promptly to such

5


identified beneficial owners. Nominees who elect to send the Notice to their beneficial owners

SHALL ALSO send a statement to the Claims Administrator confirming that the mailing was

made and shall retain their mailing records for use in connection with any further notices that

may be provided in the Action. Upon full compliance with these directions, such nominees may

seek reimbursement of their reasonable expenses actually incurred by providing the Claims

Administrator with proper documentation supporting the expenses for which reimbursement is

sought.

10. Lead Counsel shall, at or before the Settlement Hearing, file with the

Court proof of mailing of the Notice and Proof of Claim.

11. The Court approves the form of the Summary Notice of Pendency of Class

Action, Proposed Settlement, (“Summary Notice”) substantially in the form annexed hereto as

Exhibit A-3, and directs that Lead Counsel shall cause the Summary Notice to be published in

Investor’s Business Daily and be transmitted over PR Newswire within fourteen (14) calendar

days of the Notice Date. Lead Counsel shall, at or before the Settlement Hearing, file with the

Court proof of publication of the Summary Notice.

12. The form and content of the notice program described herein, and the

methods set forth herein of notifying the Settlement Class of the Settlement and its terms and

conditions, meet the requirements of Rule 23 of the Federal Rules of Civil Procedure,

Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7), as amended

by the PSLRA, and due process; constitute the best notice practicable under the circumstances;

and shall constitute due and sufficient notice to all persons and entities entitled thereto.

6


13. In order to be eligible to receive a distribution from the Net Settlement

Fund, in the event the Settlement is effected in accordance with the terms and conditions set

forth in the Stipulation, each claimant shall take the following actions and be subject to the

following conditions:

(a) A properly executed Proof of Claim, substantially in the form annexed hereto

as Exhibit A-2, must be submitted to the Claims Administrator, at the address indicated in the

Notice, postmarked no later than 120 calendar days after the Notice Date. Such deadline may be

further extended by Court order or by Lead Counsel in its discretion. Each Proof of Claim shall

be deemed to have been submitted when postmarked (if properly addressed and mailed by first-

class or overnight mail, postage prepaid) provided such Proof of Claim is actually received prior

to the motion for an order of the Court approving distribution of the Net Settlement Fund. Any

Proof of Claim submitted in any other manner shall be deemed to have been submitted when it

was actually received at the address designated in the Notice. Any Settlement Class Member

who does not timely submit a Proof of Claim within the time provided for shall be barred from

sharing in the distribution of the Net Settlement Fund, unless otherwise ordered by the Court, or

approved by Lead Counsel, but shall remain bound by all determinations and judgments in this

Action concerning the Settlement, as provided by paragraph 15 of this order.

(b) The Proof of Claim submitted by each claimant must satisfy the following

conditions, unless otherwise allowed pursuant to the Stipulation: (i) it must be properly

completed, signed and submitted in a timely manner in accordance with the provisions of the

preceding subparagraph; (ii) it must be accompanied by adequate supporting documentation for

the transactions reported therein, in the form of broker confirmation slips, broker account

statements, an authorized statement from the broker containing the transactional information

7


found in a broker confirmation slip, or such other documentation as is deemed adequate by the

Claims Administrator and/or Lead Counsel; (iii) if the person executing the Proof of Claim is

acting in a representative capacity, a certification of his, her or its current authority to act on

behalf of the claimant must be included in the Proof of Claim; and (iv) the Proof of Claim must

be complete and contain no material deletions or modifications of any of the printed matter

contained therein and must be signed under penalty of perjury.

(c) As part of the Proof of Claim, each claimant shall submit to the jurisdiction of

the Court with respect to the claim submitted.

14. Any Settlement Class Member may enter an appearance in this Action, at

his, her or its own expense, individually or through counsel of his, her or its own choice. If any

Settlement Class Member does not enter an appearance, he, she or it will be represented by Lead

Counsel.

15. Settlement Class Members shall be bound by all orders, determinations

and judgments in this Action concerning the Settlement, whether favorable or unfavorable,

unless such Persons request exclusion from the Settlement Class in a timely and proper manner,

as hereinafter provided. A putative Settlement Class Member wishing to make such an exclusion

request shall mail the request in written form by first-class mail to the address designated in the

Notice for such exclusions, such that it is received no later than twenty-one (21) calendar days

prior to the Settlement Hearing. Such request for exclusion must state the name, address and

telephone number of the Person seeking exclusion, must state that the sender requests to be

“excluded from the Settlement Class in Lentsch v. Vista Outdoors Inc., et al., No. 1:17-cv-

00012-DAK-EJF (D. Utah)” and must be signed by such Person. Such Persons requesting

8


exclusion are also directed to state the information requested in the Notice, including, but not

limited to: the date(s), price(s), and number(s) of shares of all purchases, acquisitions, and/or

sales of Vista publicly traded common stock during the Class Period and the prices paid and

proceeds received for such purchases and sales. The request for exclusion shall not be effective

unless it provides the required information and is made within the time stated above, or the

exclusion is otherwise accepted by the Court.

16. Putative Settlement Class Members requesting exclusion from the

Settlement Class shall not be eligible to receive any payment out of the Net Settlement Fund as

described in the Stipulation and Notice.

17. The Court will consider any Settlement Class Member’s objection to the

Settlement, the Plan of Allocation, and/or the application for an award of attorneys’ fees or

expenses (such objecting Settlement Class Member, an “Objector”) only if such Objector has

served by hand or by mail his, her or its written objection and supporting papers, such that they

are received on or before twenty-one (21) calendar days before the Settlement Hearing, upon

Lead Counsel: Betsy C. Manifold, Wolf Haldenstein Adler Freeman & Herz LLP, 750 B Street,

Suite 2770, San Diego, CA 92101 and Defendants’ Counsel: Robert H. Baron, Cravath,

Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019; and has filed said

objections and supporting papers with the Clerk of the Court, United States District Court for the

District of Utah, Central Division, 351 So. West Temple, Salt Lake City, UT 84101. Any

Objector who does not make his, her, or its objection in the manner provided for in the Notice

shall be deemed to have waived such objection and shall forever be foreclosed from making any

objection to any aspect of the Settlement, to the Plan of Allocation, or to the request for

attorneys’ fees and expenses, unless otherwise ordered by the Court, but shall otherwise be

9


bound by the Judgment to be entered and the releases to be given. Attendance at the hearing is

not necessary, however, Objectors wishing to be heard orally in opposition to the approval of the

Settlement, the Plan of Allocation, and/or the application for an award of attorneys’ fees and

other expenses are required to indicate in their written objection their intention to appear at the

hearing. Objectors who desire to present evidence at the Settlement Hearing must include in

their written objections the identity of any witnesses they may call to testify and exhibits they

intend to introduce into evidence at the Settlement Hearing. Such Objectors shall also make

themselves available for discovery including depositions at least 10 days prior to the Settlement

Hearing date.

18. Settlement Class Members do not need to appear at the hearing or take any

other action to indicate their approval.

19. Pending final determination of whether the Settlement should be

approved, Plaintiffs, all Settlement Class Members, and each of them, and anyone who acts or

purports to act on their behalf, shall not institute, commence or prosecute any action which

asserts Settled Claims against the Released Persons.

20. As provided in the Stipulation, prior to the Effective Date, Lead Counsel

may pay the Claims Administrator a portion of the reasonable fees and costs associated with

giving notice to the Settlement Class and the review of claims and administration of the

Settlement out of the Settlement Fund without further approval from Defendants and without

further order of the Court.

21. All papers in support of the Settlement, Plan of Allocation, and Lead

Counsel’s request for an award of attorneys’ fees and expenses shall be filed with the Court and

10


served on or before thirty-five (35) calendar days prior to the date set herein for the Settlement

Hearing. If reply papers are necessary, they are to be filed with the Court and served no later

than seven (7) calendar days prior to the Settlement Hearing.

22. The passage of title and ownership of the Settlement Fund to the Escrow

Agent in accordance with the terms and obligations of the Stipulation is approved. No person

who is not a Settlement Class Member or Lead Counsel shall have any right to any portion of, or

to any distribution of, the Net Settlement Fund unless otherwise ordered by the Court or

otherwise provided in the Stipulation.

23. All funds held in escrow shall be deemed and considered to be in custodia

legis of the Court, and shall remain subject to the jurisdiction of the Court until such time as such

funds shall be disbursed pursuant to the Stipulation and/or further order of the Court.

24. Neither Defendants nor their counsel shall have any responsibility for the

Plan of Allocation or any application for attorneys’ fees or expenses submitted by Lead Counsel

or Lead Plaintiff, and such matters shall be considered separately from the fairness,

reasonableness and adequacy of the Settlement.

25. If the Settlement fails to become effective as defined in the Stipulation or

is terminated, then both the Stipulation, including any amendment(s) thereof, except as expressly

provided in the Stipulation, and this Preliminary Approval Order shall be null and void, of no

further force or effect, and without prejudice to any Party, and may not be introduced as evidence

or used in any actions or proceedings by any person or entity against the Parties, and the Parties

shall be deemed to have reverted to their respective litigation positions in the Action as of July 2,

2018.

11


26. The Court retains exclusive jurisdiction over the Action to consider all

further matters arising out of or connected with the Settlement.

DATED this _____ day of ____________, 2018

BY THE COURT:

Honorable Dale A. Kimball UNITED STATES DISTRICT JUDGE

24672.v2

12


EXHIBIT A-1


UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH

PATRICK LENTSCH, On Behalf of Himself and All Others Similarly Situated, Plaintiff, v. VISTA OUTDOOR INC., MARK W. DEYOUNG, STEPHEN M. NOLAN, and KELLY T. GRINDLE, Defendants.

Case No. 1:17-cv-00012-DAK-EJF

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT, MOTION FOR ATTORNEYS’ FEES

AND SETTLEMENT FAIRNESS HEARING TO: ALL PERSONS AND ENTITIES WHO PURCHASED OR ACQUIRED SECURITIES OF VISTA OUTDOOR INC. (“VISTA” OR THE “COMPANY”) DURING THE PERIOD FROM AUGUST 11, 2016 TO NOVEMBER 9, 2017, INCLUSIVE (“THE CLASS PERIOD”) PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM (“PROOF OF CLAIM”) POSTMARKED OR SUBMITTED ONLINE ON OR BEFORE [ *].

• Court-appointed Lead Plaintiff, The New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund (“Lead Plaintiff”1), has reached a proposed settlement in the amount of $6,250,000 in cash (the “Settlement”) on behalf of the proposed Settlement Class. The Settlement will resolve all claims against the Released Persons (as defined below) in this proposed class action (the “Action”).

• The Settlement, if approved by the Court, will: resolve claims in the Action that Vista’s investors were misled about the Company’s operations and financial results, including the January 2017 and November 2017 write-offs of recorded goodwill in Vista’s Outdoor Products segment; resolve all claims against all of the Defendants in the Action; avoid the costs and risks of continuing the Action; provide a cash payment to Settlement Class Members who timely submit valid claims; and release the Released Persons from liability.

• The Court in charge of the Action still has to decide whether to approve the Settlement. Cash payments will be made if the Court approves the Settlement and after any appeals are resolved. Please be patient.

SUMMARY OF THIS NOTICE

I. DESCRIPTION OF THE ACTION AND THE CLASS

This Notice relates to a proposed Settlement of claims in a pending securities class action lawsuit brought by investors alleging, among other things, that Defendants (set forth at page 4, note 2, below) violated the federal securities law by allegedly failing to make required disclosures to investors regarding write-offs of recorded goodwill announced by Vista in January 2017 and November 2017. The proposed Settlement, if approved by the Court, will settle claims of all persons and entities who purchased or otherwise acquired Vista securities between August 11, 2016 and November 9, 2017, inclusive (the “Class”).

1 All capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings provided in the Stipulation and Agreement of Settlement dated July 2, 2018 (the “Settlement” or the “Stipulation”), which is available on the website for the Action at www.vistaoutdoorsecuritiessettlement.com.

QUESTIONS? PLEASE CALL 1-888-558-9299 OR VISIT www.vistaoutdoorsecuritiessettlement.com 1


II. STATEMENT OF RECOVERY BY THE CLASS Subject to Court approval, and as described more fully on pages 4-5 below, Lead Plaintiff, on behalf of the proposed Class, has agreed to settle all claims in the Action in exchange for a cash payment of $6,250,000 (the “Settlement Amount”). The claims that will be resolved by the Settlement include any and all claims (including Unknown Plaintiffs’ Claims as set forth below) that could have been asserted based on, arising from or relating to: the Company’s valuation of its goodwill; recording of impairment charges to its goodwill; the allegations, facts, matters, events, transactions, acts, occurrences, statements, representations, misrepresentations, or omissions or failures to act that were alleged or could have been alleged in the Action; and any disclosures, non-disclosures or public statements made in connection with any of the foregoing. The Settlement Amount will be deposited into an interest-bearing escrow account (the “Settlement Fund”). Based on Lead Counsel’s estimate of the number of shares and bonds affected, the estimated average recovery, before deducting Court awarded attorneys’ fees and expenses and Notice Administration Expenses, is $.18 per share for Vista common stock and $1.07 per $1,000 Vista bond. Class Members should note, however, that the foregoing average recoveries are only estimates. A Class Member’s actual recovery will depend on several things, including: (1) the number of claims filed; (2) when, in what quantities and for how much Class Members purchased and/or acquired Vista securities during the Class Period; and (3) whether Class Members sold Vista securities and, if so, when and for how much. The Net Settlement Fund (the Settlement Fund less court-awarded attorneys’ fees and expenses, Notice and Administration Expenses, any required Taxes or Tax Expenses payments, and any other fees or expenses approved by the Court) will be distributed in accordance with a plan of allocation (the “Plan of Allocation”) that will be approved by the Court and will determine how the Net Settlement Fund shall be allocated to the Members of the Class. The proposed Plan of Allocation is included in this Notice (see pages 9-11 below).

III. STATEMENT OF POTENTIAL OUTCOME OF THE CASE The Settling Parties do not agree on whether Lead Plaintiff would have prevailed on its claims against the Defendants. Nor do they agree on the average amount of damages per security that might be recoverable if Lead Plaintiff were to prevail on the claims of the Class. Defendants deny that they have engaged in any wrongdoing as alleged by Lead Plaintiff, deny any liability whatsoever for any of the claims that Lead Plaintiff alleged in the Complaint, and deny that the price of Vista securities were artificially inflated by misstatements and omissions alleged by Lead Plaintiff. The issues on which the Settling Parties disagree include: (i) whether any of the Defendants failed to make required disclosures during the Class Period; (ii) whether or not Defendants’ conduct caused any harm to Class Members for which any damages could be recovered if Lead Plaintiff were to have prevailed on each claim alleged; (iii) the amounts by which the price of Vista securities were artificially inflated, if at all, during the Class Period; (iv) the extent to which external factors, such as general market, economic and industry conditions, influenced the trading price of Vista securities during the Class Period; (v) who, if anyone, can be included in the Class; (vi) the amount, if any, of any alleged damages suffered by purchasers or acquirers of Vista securities during the Class Period; and (vii) whether Defendants had other meritorious defenses to the alleged claims.

IV. STATEMENT OF ATTORNEYS’ FEES AND LITIGATION EXPENSES SOUGHT Lead Counsel (as defined in Question 16 below) will apply to the Court for an award of attorneys’ fees from the Settlement Fund in an amount not to exceed 33% of the Settlement Amount and an award of litigation expenses incurred in connection with the prosecution and resolution of the Action, in an amount not to exceed $200,000, plus interest on both amounts from the date of funding at the same rate as earned by the Settlement Fund. If the Court approves the attorneys’ fees and expense application in full, the average amount of fees and expenses will be approximately $.06 per share. In addition, Lead Counsel will apply for the reimbursement to the Lead Plaintiff for its reasonable costs and expenses (including lost wages) directly relating to its representation of the proposed Class, in an amount not to exceed $10,000, pursuant to the Private Securities Litigation Reform Act of 1995.

V. IDENTIFICATION OF ATTORNEYS’ REPRESENTATIVES Lead Plaintiff and the Class are being represented by the Court-appointed Lead Counsel: Gregory M. Nespole, Wolf Haldenstein Adler Freeman & Herz LLP, 270 Madison Avenue, New York, New York 10016. Telephone: 212-545-4600; Betsy C. Manifold, Wolf Haldenstein Adler Freeman & Herz LLP, 750 B Street, Suite 2770, San Diego, CA 92101. Telephone: 619-239-4599.

VI. REASONS FOR SETTLEMENT For Lead Plaintiff, the principal reason for the Settlement is the immediate benefit of a substantial cash recovery for the Class. This benefit must be compared to the risk that no recovery or a smaller recovery might be achieved after the Court decides the pending motion to dismiss, any class certification or summary judgment motions and after a contested trial and likely appeals are resolved, possibly years into the future. For the Defendants, who deny all allegations of liability and deny that any Class Members were damaged, the principal reason for the Settlement is to eliminate the burden, expense, uncertainty and risk of further litigation.



YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:

ACTIONS YOU MAY PURSUE EFFECT OF TAKING THIS ACTION

SUBMIT A PROOF OF CLAIM FORM POSTMARKED OR SUBMITTED ONLINE NO LATER THAN [ * ]

This is the only way to get a cash payment from the Settlement.

EXCLUDE YOURSELF FROM THE CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION POSTMARKED NO LATER THAN [**]

Get no payment. This is the only option that allows you to ever be part of any other lawsuit against the Defendants concerning the claims that were, or could have been, asserted in this case. It is also the only way for Class Members to remove themselves from the Class. If you are considering excluding yourself from the Class, please note that there is a risk that any new claims asserted against the Defendants may no longer be timely and would be time-barred. You should talk to a lawyer before you request exclusion from the Class for the purpose of bringing a separate lawsuit. See pages 7-8 below.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION POSTMARKED NO LATER THAN [**].

Write to the Court and explain why you do not like the Settlement, the proposed Plan of Allocation, and/or the request for attorneys’ fees and expenses. In order to object, you must remain a Member of the Class, may not exclude yourself, and you will be bound by the Court’s determinations.

GO TO THE HEARING ON [***] AT ___A.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS POSTMARKED NO LATER THAN [**].

Ask to speak in Court about the fairness of the Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and expenses.

DO NOTHING. You will not be eligible to receive a payment from the Settlement, you will give up your rights, and you will still be bound by the Settlement.

WHAT THIS NOTICE CONTAINS

Why did I get this notice package? ................................................................................................................................ Page 4 What is this lawsuit about and what has happened so far? ........................................................................................... Page 4 Why is this a class action? ............................................................................................................................................. Page 4 Why is there a settlement? ............................................................................................................................................. Page 4 How do I know if I am part of the Settlement? ............................................................................................................... Page 5 Are there exceptions to being included in the Class? .................................................................................................... Page 5 What if I am not sure if I am included? ........................................................................................................................... Page 5 What does the Settlement provide? ............................................................................................................................... Page 5 How much will my payment be?..................................................................................................................................... Page 5 How can I get a payment? ............................................................................................................................................. Page 6 When would I get my payment? ..................................................................................................................................... Page 6 What am I giving up by staying in the Class? ................................................................................................................ Page 6 How do I “opt out” (exclude myself) from the proposed Settlement?............................................................................. Page 7 If I do not exclude myself, can I sue the Defendants and other Released Persons for the same thing later? .............. Page 7 If I exclude myself, can I get money from the proposed Settlement? ............................................................................ Page 7 Do I have a lawyer in this case? .................................................................................................................................... Page 7 How will the lawyers be paid? ........................................................................................................................................ Page 8 How do I tell the Court that I do not like something about the proposed Settlement? ................................................... Page 8 What is the difference between objecting and requesting exclusion? ........................................................................... Page 8 When and where will the Court decide whether to approve the proposed Settlement? ................................................ Page 9 Do I have to come to the hearing? ................................................................................................................................. Page 9 May I speak at the hearing and submit additional evidence? ........................................................................................ Page 9 What happens if I do nothing at all? ............................................................................................................................... Page 9 Are there more details about the proposed Settlement and the lawsuit? ...................................................................... Page 9 What if I bought Vista common stock on someone else’s behalf? ............................................................................... Page 11



BASIC INFORMATION

1. Why did I get this notice package?

You or someone in your family may have purchased or otherwise acquired Vista securities during the Class Period (the period from August 11, 2016 to November 9, 2017, inclusive).

The Court directed that this Notice be sent to Settlement Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement. If approved, the Settlement will end all of the Class’s claims against the Defendants. The Court will consider whether to approve the Settlement at a Settlement Hearing on [***] at ____ a.m. If the Court approves the Settlement, and after any appeals are resolved and the Settlement administration is completed, the claims administrator appointed by the Court will make the payments that the Settlement allows.

The Court in charge of the case is the United States District Court for the District of Utah, and the case is known as Lentsch v. Vista Outdoor, Inc., et al., Civil Action No. 1:17-cv-00012-DAK-EJF (D.Utah). This case was assigned to United States District Judge Dale A. Kimball. The person who is suing is called “Lead Plaintiff” and the companies and the persons being sued are called “Defendants.”

2. What is this lawsuit about and what has happened so far?

Lead Plaintiff’s claims in the Action are stated in the Second Amended Complaint dated January 12, 2018 (the “Complaint”). Lead Plaintiff alleged that some or all of the Defendants2 violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Complaint alleged that Defendants violated the federal securities law by allegedly failing to make required disclosures about Vista’s operations and financial results, including the write-offs of recorded goodwill in Vista’s Outdoor Products segment announced by Vista in January 2017 and November 2017.

On February 22, 2018, Defendants filed a motion to dismiss the Complaint for failure to state a claim upon which relief could be granted. On March 26, 2018, Lead Plaintiff filed an opposition to Defendants’ motion to dismiss, arguing that it adequately alleged a claim under both Section 10(b) and Section 20(a) of the Exchange Act.

On April 13, 2018, the parties participated in a mediation of the Action before a well-respected mediator, Jed Melnick. This mediation resulted in an agreement to resolve the Action. The parties agree to settle the Action for $6.25 million in cash subject to the negotiation of the terms of the Stipulation and approval by the Court.

The Settling Parties entered into the Stipulation on July 2, 2018. On [ ], the Court preliminarily approved the Settlement, authorized this Notice to be sent to potential Settlement Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

3. Why is this a class action?

In a class action, one or more people called class representatives (in this case Lead Plaintiff on behalf of the Class) sue on behalf of people or entities, known as “Class Members,” who have similar claims. A class action allows one court to resolve in a single case many similar claims that, if brought separately by individuals, might be so small that they would not be economical to litigate and thus would never be brought. One court resolves the issues for all class members, except for those who exclude themselves, or “opt out,” from the Class (see Question 13 below).

4. Why is there a settlement?

The Court has not decided the Action in favor of Lead Plaintiff or the Defendants. The Settlement will end all the claims against the Defendants in the Action and avoid the uncertainties and costs of further litigation and any future trial. Assuming the Settlement is approved, affected investors will be eligible to receive cash compensation once the claims made against the Net Settlement Fund are validated and calculated.

Lead Plaintiff, through Lead Counsel, conducted an extensive investigation of the claims and underlying events and transactions relating to the Action, including a review and analysis of non-public documents furnished by the Defendants, conducted one interview, worked with an in-house financial analyst, and retained two outside separate experts to assist and evaluate its claims. Further, Lead Plaintiff and Lead Counsel participated in hard-fought arm’s-length negotiations and a mediation before an experienced mediator prior to entering into the Settlement.

The Defendants deny all allegations of liability contained in the Complaint and deny that they are liable to the Class. The Settlement should not be seen as an admission or concession on the part of the Defendants regarding the truth or validity of the allegations, claims, and/or defenses in the Action, or their fault or liability for alleged damages allegedly suffered by any Member of the Class.

2 The Defendants are: Vista Outdoor Inc., Mark W. DeYoung, Stephen M. Nolan and Kelly T. Grindle.



WHO IS IN THE SETTLEMENT

5. How do I know if I am part of the Settlement?

The Court has issued an Order, for the purposes of the Settlement only, that everyone who fits the following description, and is not excluded by definition from the Class (see Question 6 below), is a Member of the Class, or a “Class Member,” unless they take steps to exclude themselves:

All persons or entities that purchased or otherwise acquired Vista’s securities between August 11, 2016 and November 9, 2017, inclusive, including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them who suffered damages.

Receipt of this Notice does not mean that you are a Class Member. Please check your records or contact your broker to see if you purchased or otherwise acquired Vista securities during the Class Period as described above.

6. Are there exceptions to being included in the Class?

There are some people who are excluded from the Class by definition. Excluded from the Class are Individual Defendants, any person who was an officer, director or managing agent of Vista or any of its subsidiaries or affiliates at any point during the Class Period, members of the immediate family of any of the foregoing individuals, any affiliate of Vista, any entity in which the Defendants have or had a controlling interest, and the legal representatives, heirs, predecessors, successors or assigns of any such excluded party.

You are a Class Member only if you (or your broker on your behalf) directly purchased or otherwise acquired Vista securities during the Class Period as described above, or if you are a legal representative, heir, successor or assign of someone who did so.

7. What if I am not sure if I am included?

If you are not sure whether you are included, you can ask for free help by writing to or calling the Claims Administrator: Vista Outdoor Inc. Securities Litigation, Claims Administrator, c/o GCG, P.O. Box 10603, Dublin, OH 43017-9203, 1-888-558-9299, or www.vistaoutdoorsecuritiessettlement.com. Or you can fill out and return the Proof of Claim and Release form (“Proof of Claim”) described in Question 10, to see if you qualify.

THE SETTLEMENT BENEFITS – WHAT YOU MAY RECEIVE

8. What does the Settlement provide?

In the Settlement, Vista has agreed to pay or cause to be paid $6,250,000 in cash, which will be deposited in an interest-bearing escrow account for the benefit of the Class (the “Settlement Fund”). The Settlement Fund will be divided, after deduction of Court-awarded attorneys’ fees and expenses, settlement administration costs and any applicable taxes and tax expenses, among all Class Members who timely submit valid Proofs of Claim that are accepted for payment by the Court (“Authorized Claimants”).

9. How much will my payments be?

The Plan of Allocation, discussed on pages 11-12 below, explains how the Net Settlement Fund will be allocated among purchasers and/or acquirers of Vista common stock and bonds and how claimants’ “Recognized Losses” will be calculated. Your share of the Net Settlement Fund will depend on several things, including: (i) the quantity of Vista securities you bought or otherwise acquired; (ii) how much you paid for such securities; (iii) when you bought or otherwise acquired such securities; (iv) whether or when you sold such securities (and, if so, for how much you sold them); and (v) the amount of Recognized Losses of other Authorized Claimants.

It is unlikely that you will get a payment for your entire Recognized Loss, given the number of potential Class Members. After all Class Members have sent in their Proofs of Claim, the payment any Authorized Claimant will get will be their pro rata share of the Net Settlement Fund based on the Plan of Allocation approved by the Court. In general, an Authorized Claimant’s share will be his, her or its Recognized Loss divided by the total of all Authorized Claimants’ Recognized Losses and then multiplied by the total amount in the Net Settlement Fund. See the Plan of Allocation on pages 11-12 below for more information.



HOW YOU GET A PAYMENT – SUBMITTING A PROOF OF CLAIM

10. How can I get a payment?

To qualify for a payment, you must timely send in, or submit online, a valid Proof of Claim with supporting documents (DO NOT SEND ORIGINALS of your supporting documents). A Proof of Claim is enclosed with this Notice. You may also get copies of the Proof of Claim on the Internet at the following website: www.vistaoutdoorsecuritiessettlement.com. Please read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail it to the Claims Administrator by First-Class Mail, postmarked or submitted online on or before [*]. The Claims Administrator needs all of the information requested in the Proof of Claim in order to determine if you are eligible to receive a distribution from the Net Settlement Fund.

Any Class Member who fails to submit a Proof of Claim by the date identified above shall be barred from receiving any distribution from the Net Settlement Fund or payment pursuant to this Stipulation unless, by order of the Court or the discretion of Lead Counsel, late-filed Proofs of Claim are accepted, but shall in all other respects be bound by all the terms of the Settlement, including the terms of the Judgment and all releases provided for herein and therein, and will be permanently barred and enjoined from bringing any action, claim or other proceeding of any kind against any Released Person concerning the Settled Claims.

11. When would I get my payment?

The Court will hold a hearing on [*] at ___ a.m., to decide whether to, among other things, approve the Settlement and the proposed Plan of Allocation. All Proofs of Claim must be submitted to the Claims Administrator, postmarked or submitted online on or before [***]. If the Court approves the Settlement, there may still be appeals which would delay payment, perhaps for more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient.

12. What am I giving up by staying in the Class?

Unless you exclude yourself, you will stay in the Class, which means that as of the date that the Settlement becomes effective under the terms of the Stipulation (the “Effective Date”), you will forever give up and release all “Settled Claims” (as defined below) against the “Released Persons” (as defined below). You will not in the future be able to bring a case asserting any Settled Claim against any Released Person.

(a) “Settled Claims” means any and all claims (including any claim that this Stipulation was fraudulently induced), demands, rights, actions or causes of action, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, accrued or unaccrued, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding, including, but not limited to, any claims arising under federal or state statutory or common law or relating to alleged fraud, misrepresentation (negligent, reckless, intentional or otherwise, and including misrepresentations through omission(s)), breach of any duty, negligence, violations of federal or state securities laws or any other claim under any theory by or on behalf of the Lead Plaintiff and/or any and all Class Members which any of the Releasing Persons ever had, now has, or hereafter can, shall or may have against the Released Persons by reason of, arising out of, relating to or in connection with (i) the allegations, facts, matters, events, transactions, acts, occurrences, statements, representations, misrepresentations, or omissions or failures to act that were alleged or could have been alleged in the Action; (ii) any disclosures, non-disclosures or public statements made in connection with any of the foregoing; and (iii) this Settlement. For the avoidance of doubt, the Settled Claims do not include (i) any claim by any Defendant against any insurance carrier; (ii) claims to enforce the Settlement, if approved by the Court; or (iii) any claims of or against any Opt-Out.

(b) “Released Persons” refers jointly and severally, individually and collectively to all Defendants in the Action and their current and former directors, officers, shareholders, employees, servants, partners, agents, affiliates, subsidiaries, parents, joint ventures, successors or assigns, and any representatives, trustees, executors, heirs, assigns or transferees, attorneys, accountants, investment bankers, commercial bankers, advisors or insurers of any of the foregoing, as well as all counsel representing them in the Action. As used in this paragraph, “affiliates” means entities controlling, controlled by or under common control with any of the Released Persons. The Released Persons are express third-party beneficiaries of this Stipulation and Settlement.

(c) “Unknown Claims” means any and all Settled Claims that Defendants, Lead Plaintiff, for itself, the Class, and any or all other persons and entities whose claims are being released, do not know or suspect to exist, which, if known by him, her or it, might affect his, her or its agreement to release the Released Parties or the Settled Claims, or might affect his, her or its decision to object to or not object to the Settlement. With respect to any and all Settled Claims, the Parties stipulate and agree that upon the Effective Date, the Lead Plaintiff and the Defendants shall expressly waive, and each Released Person and Releasing Person shall be deemed to have waived, and by operation of the Order and Final Judgment shall have expressly waived, any and all provisions, rights and benefits of conferred by any law of any state or territory of the United States, or principle of common law, which is similar comparable, or equivalent to Cal. Civ. Code § 1542, which provides:




Lead Plaintiff, other Settlement Class Members or Defendants may hereafter discover facts in addition to or different from those which he, she, or it now know or believes to be true with respect to the subject matter of the Settled Claims, but hereby stipulates and agrees that Lead Plaintiff, and each Releasing Person shall be deemed to settle and release, and upon the Effective Date and by operation of the Order and Final Judgment shall have settled and released, fully, finally, and forever, and all Settled Claims against Released Persons, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or which heretofore existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent or intentional and with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts.

EXCLUDING YOURSELF FROM THE SETTLEMENT If you want to keep any right you may have to sue or continue to sue the Released Persons on your own about the Settled Claims, then you must take steps to exclude yourself from the Class. Excluding yourself is known as “opting out” of the Class. The Defendants may withdraw from and terminate the Settlement if potential Class Members who purchased or acquired in excess of a certain amount of Vista securities opt out from the Class.

If you timely and properly request exclusion from the Class, you will retain any rights you have to sue the Defendants yourself with respect to the Settled Claims to the extent those claims are viable under the statute of limitations applicable to claims under the relevant securities laws. You should note that if you exclude yourself from the Class, you may forfeit any claims you may have against the Defendants relating to your purchases or acquisitions of Vista securities during the Class Period if you fail to act in a proper and timely manner under the applicable statutes of limitation and repose under the Exchange Act. Members of the Class whose claims are tolled by virtue of their continuing membership in the Class are able to pursue those claims against the Defendants. Before you decide to request exclusion from the Class, you are urged to consult your counsel, at your own expense, to fully evaluate your rights and the consequences of excluding yourself from the Class.

13. How do I “opt out” (exclude myself) from the proposed Settlement?

To “opt out” (exclude yourself) from the Class, you must deliver or mail a signed letter by First-Class Mail stating that you “request exclusion from the Class in In re Vista Outdoor, Inc. Securities Litigation, Civil Action No. 1:17-cv-00012-DAK (D. Utah).” Your letter must state the date(s), price(s) and number of shares of your purchases and acquisitions of Vista securities during the Class Period. This information is needed to determine whether you are a Class Member. In addition, you must include your name, address, telephone number, and your signature. You must submit your request for exclusion addressed to Vista Outdoor, Inc. Securities Litigation, Claims Administrator, EXCLUSIONS, c/o GCG, P.O. Box 10603, Dublin, OH 43017-9203. The request for exclusion must be postmarked on or before [*]. You cannot exclude yourself or opt out by telephone or by email. Your request for exclusion must comply with these requirements in order to be valid. If you are excluded, you will not be eligible to get any payment from the Settlement proceeds and you cannot object to the Settlement, the proposed Plan of Allocation or the application for attorneys’ fees and expenses.

14. If I do not exclude myself, can I sue the Defendants and the other Released Persons for the same thing later?

No. Unless you exclude yourself, you give up any rights you may have to sue the Defendants and the other Released Persons for all Settled Claims. If you have a pending lawsuit against any of the Defendants, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is [**].

15. If I exclude myself, can I get money from the proposed Settlement?

No. If you exclude yourself, do not send in a Proof of Claim to ask for any money, as any such Proof of Claim will be rejected.

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case?

The law firm of Wolf Haldenstein Adler Freeman & Herz LLP was appointed to represent all Class Members. These lawyers are called Lead and/or Class Counsel. You will not be separately charged for the services of these lawyers. The Court will determine the amount of Class Counsel’s fees and expenses. Any fees and expenses awarded by the Court will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.



17. How will the lawyers be paid?

Class Counsel have not received any payment for their services in pursuing the claims against the Defendants on behalf of the Class since the Action was commenced in 2017, nor have they been paid to this point for any of their litigation expenses. At the Settlement Hearing described below, or at such other time as the Court may order, Class Counsel will ask the Court to award them, from the Settlement Fund, attorneys’ fees of no more than 33% of the Settlement Amount and litigation expenses that they have incurred in pursuing the Action in an amount not to exceed $200,000, plus interest on both amounts from the date of funding at the same rate earned by the Settlement Fund. Class Counsel will also request an award to Lead Plaintiff for the reimbursement of its reasonable costs and expenses (including lost wages) directly related to its representation of the Class, in an amount not to exceed $10,000, pursuant to the Private Securities Litigation Reform Act of 1995.

OBJECTING TO THE SETTLEMENT

18. How do I tell the Court that I do not like something about the proposed Settlement?

If you are a Class Member and do not exclude yourself (“opt out”) in accordance with Question 13 above, you can object to any part of the Settlement, the proposed Plan of Allocation, and/or the application by Class Counsel for attorneys’ fees and expenses and request for Lead Plaintiff’s expenses. You must write to the Court setting out your objection, giving reasons why you think the Court should not approve any part or all of the Settlement, the proposed Plan of Allocation, or the attorneys’ fee and expense request.

To object, you must send a signed letter stating that you object to the proposed Settlement in the case known as: In re Vista Outdoor, Inc. Securities Litigation, Civil Action No. 1:17-cv-00012-DAK-EJF (D. Utah). You must include your name, address, telephone number and your signature; include documents sufficient to prove the objector’s membership in the Class, such as the number of Vista securities purchased or acquired, as well as the dates and prices of each such purchase or acquisition during the Class Period. Your letter must also state the specific reasons why you object to the Settlement, the proposed Plan of Allocation, or the attorneys’ fee and expense request, including any legal or evidentiary support for your objection.

Unless otherwise ordered by the Court, any Class Member who does not object in the manner described in this Notice will be deemed to have waived any objection and will not be able to appear separately at the Settlement Hearing or to make any objection to the Settlement, the proposed Plan of Allocation, and/or the application for attorneys’ fees and expenses. If you elect to “opt out,” you will not be entitled to share in the Settlement proceeds and will not have a right to make an objection to the Settlement, proposed Plan of Allocation and/or the application for attorneys’ fees and expenses.

Your objection must be filed with the United States District Court for the District of Utah by hand or by mail such that it is received on or before [**], at the address set forth below. You must also serve the papers on Class Counsel and Defendants’ Counsel at the addresses set forth below so that the papers are received on or before [**].

COURT: Clerk of the Court United States District Court District of Utah 351 S. West Temple Room 1.100 Salt Lake City, UT 84101

CLASS COUNSEL: Betsy C. Manifold Wolf Haldenstein Adler Freeman & Herz LLP 750 B Street, Suite 2770 San Diego, CA 92101

DESIGNATED COUNSEL FOR DEFENDANTS: Robert H. Baron CRAVATH, SWAINE & MOORE LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019

19. What is the difference between objecting and requesting exclusion?

Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can still recover from the Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no right to object because the Action no longer affects you and you are no longer a Member of the Class.



THE COURT’S SETTLEMENT HEARING

20. When and where will the Court decide whether to approve the proposed Settlement?

The Court will hold a Settlement Hearing at ____ on [***], in the United States District Court for the District of Utah, 351 S. West Temple, Salt Lake City, UT 84101. At this hearing, the Court will consider whether the Settlement is fair, reasonable and adequate. The Court also will consider the proposed Plan of Allocation for the proceeds of the Settlement and Lead Counsel’s application for attorneys’ fees and expenses. The Court will take into consideration any written objections filed in accordance with the instructions set out above in the answer to Question 18. We do not know how long it will take the Court to make these decisions.

You should also be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Class Members. If you want to come to the hearing, you should check with Class Counsel before coming to be sure that the date and/or time has not changed.

21. Do I have to come to the hearing?

No. Lead Counsel will answer any questions the Court may have. But, you are welcome to come at your own expense. If you validly submit an objection, as set forth in Question 18, it will be considered by the Court. You do not have to come to Court to talk about it.

22. May I speak at the hearing and submit additional evidence?

If you file an objection, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see Question 18 above) a statement that it is your “notice of intention to appear in In re Vista Outdoor, Inc., Securities Litigation, Civil Action No. 1:17-cv-00012-DAK-EJF (D. Utah).” Persons who object and want to present evidence at the Settlement Hearing must also include in their written objection the identity of any witness they may call to testify and exhibits they intend to introduce at the Settlement Hearing. You cannot speak at the hearing if you exclude yourself from the Class or if you have not provided written notice of your intention to speak at the Settlement Hearing according to the procedures described above and in the answer to Question 18.

IF YOU DO NOTHING

23. What happens if I do nothing at all?

If you do nothing, you will get no money from this Settlement and you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants and the Released Persons about the Settled Claims in this case. To be eligible to share in the Net Settlement Fund you must submit a Proof of Claim (see Question 10). To start, continue or be a part of any other lawsuit against the Defendants and the other Released Persons about the Settled Claims in this case you must exclude yourself from this Class (see Question 13).

GETTING MORE INFORMATION

24. Are there more details about the proposed Settlement and the lawsuit?

This Notice summarizes the proposed Settlement. More details are in the Stipulation, dated as of July 2, 2018. You may review the Stipulation filed with the Court and all documents filed in the Action during business hours at the Office of the Clerk of the United States District Court for the District of Utah, 351 S. West Temple, Room 1.100, Salt Lake City, UT 84101.

You also can call the Claims Administrator at: 1-888-558-9299; call Class Counsel Wolf Haldenstein Adler Freeman & Herz LLP: 1-800-XXX-XXXX; write to Vista Outdoor Inc. Securities Litigation, c/o GCG, P.O. Box 10603, Dublin, OH 43017-9203; or visit the website www.vistaoutdoorsecuritiessettlement.com, where you can download copies of this Notice and the Proof of Claim. Please do not call the Court, the Defendants or their counsel with questions about the Settlement.

PLAN OF ALLOCATION OF NET SETTLEMENT FUND The Net Settlement Fund will be distributed to Class Members who, in accordance with the terms of the Stipulation, are entitled to a distribution from the Net Settlement Fund pursuant to any Plan of Allocation or any order of the Court and who submit a valid and timely Proof of Claim under the Plan of Allocation described below. The Plan of Allocation provides that you will be eligible to participate in the distribution of the Net Settlement Fund only if you have an overall net loss on all of your transactions in Vista securities during the Class Period.

For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, Class Counsel have conferred with a financial analyst and a damages expert and developed a Plan of Allocation that reflects an assessment of the damages that they believe could have been recovered by Class Members had Lead Plaintiff prevailed at trial.



In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to its Recognized Loss, as defined below. If, however, and as is more likely, the amount in the Net Settlement Fund is not sufficient to permit payment of the Recognized Loss of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that each Authorized Claimant’s Recognized Loss bears to the total Recognized Losses of all Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants.

The Net Settlement Fund will be divided between Vista common stock purchased on the open market from August 11, 2016 through November 9, 2017, inclusive (“Share Net Settlement Fund”) and the Vista bonds (VSTO 5 7/8% MAT 10/01/23) (“Bond Net Settlement Fund”) as follows: 94% to the Share Net Settlement Fund and 6% to the Bond Net Settlement Fund.

CALCULATION OF RECOGNIZED LOSSES In the calculation of Recognized Losses, all purchases and sales shall exclude any fees, taxes and commissions incurred in connection with such purchases and sales. Any transactions in shares of Vista securities outside of the regular trading hours for the U.S. financial markets shall be deemed to have occurred during the next regular trading session.

Purchases and acquisitions of the Vista securities shall be deemed to have occurred on the “trade” date as opposed to the “settlement” date. The receipt or grant by gift, inheritance or operation of law of Vista securities during the Class Period shall not be deemed a purchase, acquisition or sale of these Vista securities for the calculation of a Claimant’s Recognized Loss, nor shall the receipt or grant be deemed assignment of any claim relating to the purchase/acquisition of such Vista securities unless: (i) the donor purchased or decedent purchased or otherwise acquired such Vista security during the Class Period; (ii) the instrument of gift or assignment specifically provides that it is intended to transfer such rights; and (iii) no Claim Form was submitted by or on behalf of the donor, or behalf of the decedent, or by anyone else with respect to such Vista securities.

RECOGNIZED LOSS FORMULA - VISTA SHARES OF COMMON STOCK For each Vista share of common stock purchased or acquired by a Class Member during the period August 11, 2016 to November 9, 2017, inclusive, the Recognized Loss per share shall be calculated as follows:

a. For each Vista share of common stock that was purchased during the period August 11, 2016 to January 11, 2017, inclusive,

i. that was sold prior to January 12, 2017, the Recognized Loss per share is $0.

ii. that was sold during the period January 12, 2017 to November 8, 2017, inclusive, the Recognized Loss per share is the lesser of

A. $4.10; or

B. the purchase price minus the sale price.

iii. that was sold on or after November 9, 2017, the Recognized Loss per share is the lesser of

A. $6.88; or

B. the purchase price minus the sales price.

b. For each Vista share of common stock that was purchased during the period January 12, 2017 to November 9, 2017, inclusive,

i. that was sold prior to November 9, 2017, the Recognized Loss per share is $0.

ii. that was sold on or after November 9, 2017, the Recognized Loss per share is the lesser of

A. $2.78; or


RECOGNIZED LOSS FORMULA - VISTA BONDS For each Vista $1,000 bond purchased or acquired by a Class Member during the period August 11, 2016 to November 9, 2017, inclusive, the Recognized Loss per $1,000 bond shall be calculated as follows:

a. For each Vista $1,000 bond that was purchased during the period August 11, 2016 to January 11, 2017, inclusive,

i. that was sold prior to January 12, 2017, the Recognized Loss per $1,000 bond is $0.

ii. that was sold during the period January 12, 2017 to November 8, 2017, inclusive, the Recognized Loss per $1,000 bond is the lesser of

QUESTIONS? PLEASE CALL 1-888-558-9299 OR VISIT www.vistaoutdoorsecuritiessettlement.com

10


A. $1.96; or

B. the purchase price minus the sale price.

iii. that was sold on or after November 9, 2017, the Recognized Loss per $1,000 bond is the lesser of

A. $20.47; or


b. For each Vista $1,000 bond that was purchased during the period January 12, 2017 to November 9, 2017, inclusive,

i. that was sold prior to November 9, 2017, the Recognized Loss per $1,000 bond is $0.

ii. that was sold on or after November 9, 2017, the Recognized Loss per $1,000 bond is the lesser of

A. $18.51; or


An Authorized Claimant’s total Recognized Loss is the sum total of his, her or its per share Recognized Loss for Vista securities purchased during the Class Period.

For the purposes of determining whether a Claimant has a Recognized Loss, purchases, acquisitions, and sales of like securities will be matched on a First In/ First Out basis. To the extent that a calculation of a per share Recognized Loss results in zero or a negative number, that number shall be set to zero.

If the sum total of the Recognized Losses of all Authorized Claimants who are entitled to receive payment out of the Net Settlement Fund is greater than the Net Settlement Fund, each Authorized Claimant shall receive his, her or its pro rata share of the Net Settlement Fund. The pro rata share shall be the Authorized Claimant’s Recognized Loss, divided by the total of the Recognized Loss of all Authorized Claimants, multiplied by the total amount of the Net Settlement Fund.

In the unlikely event that the Net Settlement Fund exceeds the sum total of the Recognized Loss of all Authorized Claimants entitled to receive payments out of the Net Settlement Fund, the excess amount in the Net Settlement Fund shall be distributed pro rata to all Authorized Claimants entitled to receive payment.

The Net Settlement Fund will be allocated among all Authorized Claimants whose prorated payment is $10.00 or greater. If the prorated payment of any Authorized Claimant calculates to less than $10.00, it will not be included in the calculation (i.e., the Recognized Loss will be deemed to be zero) and no distribution will be made to that Authorized Claimant. Any prorated amounts of less than $10.00 will be included in the pool distributed to those whose prorated payments are $10.00 or greater.

Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved by the Court, shall be conclusive against all Authorized Claimants. No person shall have any claim against the Lead Plaintiffs, Lead Counsel, Lead Plaintiffs’ damage experts, Defendants, Defendants’ counsel or any of the other Released Parties, or the Claims Administrator or other agent designated by Lead Counsel arising from distribution made substantially in accordance with the Stipulation, the plan of allocation approved by the Court, or further Orders of the Court. Lead Plaintiffs, Defendants and their respective counsel, and all other Released Parties, shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund or the Net Settlement Fund; the plan of allocation; the determination, administration, calculation or payment of any Claim Form or non-performance of the Claims Administrator; the payment or withholding of taxes; or any losses incurred in connection therewith.

The Plan of Allocation set forth herein is the plan that is being proposed to the Court for its approval by Lead Counsel after consultation with their damages expert. The Court may approve this plan as proposed or it may modify the Plan of Allocation without further notice to the Class. Any Orders regarding any modification of the Plan of Allocation will be posted on the settlement website.

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

25. What if I bought Vista common stock on someone else’s behalf?

If you purchased or otherwise acquired Vista securities during the Class Period for the beneficial interest of a person or organization other than yourself, the Court has directed that, WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE, you either: (a) provide to the Claims Administrator the name and last known address of each person or organization for whom or which you purchased or otherwise acquired common stock during the Class Period (preferably in an MS Excel, .CSV, or .TXT format), setting forth (i) title/registration, (ii) street address, and (iii) city/state/zip; or (b) request additional copies of this Notice and the Proof of Claim form, which will be provided to you free of charge, and within ten (10) business days of receipt of such copies send them by First-Class Mail, postage prepaid, directly to the beneficial owners of those shares of Vista common stock.



If you choose to follow alternative procedure (b), the Court has directed that, upon such mailing, you shall send a statement to the Claims Administrator confirming that the mailing was made as directed. You are entitled to reimbursement from the Settlement Fund of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expenses and the cost of ascertaining the names and addresses of beneficial owners. Those expenses will be paid after request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to the Claims Administrator:

Vista Outdoor Inc. Securities Litigation c/o GCG

P.O. Box 10603 Dublin, OH 43017-9203

[email protected]

PLEASE DO NOT CONTACT THE COURT FOR INFORMATION OR QUESTIONS ABOUT THE TERMS OF THE SETTLEMENT. INSTEAD, PLEASE DIRECT ALL QUESTIONS TO LEAD COUNSEL AND/OR THE CLAIMS ADMINISTRATOR, AS DIRECTED IN QUESTION 24 ABOVE. DATED: __________ BY ORDER OF THE COURT

UNITED STATES DISTRICT COURT DISTRICT OF UTAH

24622.v3



EXHIBIT A-2


*P-VST-POC/1*Vista Outdoor Inc. Securities Litigation

c/o GCGP.O. Box 10603

Dublin, OH 43017-92031-888-558-9299

[email protected] www.vistaoutdoorsecuritiessettlement.com

VST

Important - This form should be completed IN CAPITAL LETTERS using BLACK or DARK BLUE ballpoint/fountain pen. Characters and marks used should be similar in the style to the following:

A B C DE F G HI J K L MNO P QR ST UVWX Y Z 1 2 3 4 5 6 7 0

Must Be Postmarked

No Later Than________________

PROOF OF CLAIM AND RELEASE FORM

TO BE ELIGIBLE TO RECEIVE A SHARE OF THE NET SETTLEMENT FUND IN CONNECTION WITH THE SETTLEMENT OF THIS ACTION, YOU MUST MAIL, OR SUBMIT ONLINE, YOUR COMPLETED AND SIGNED CLAIM FORM TO THE CLAIMS ADMINISTRATOR BY FIRST-CLASS MAIL, POSTAGE PREPAID, POSTMARKED OR SUBMITTED ONLINE BY [*], TO THE ADDRESS SET FORTH AT THE TOP OF THIS PAGE.

IF YOU FAIL TO SUBMIT A TIMELY, PROPERLY ADDRESSED, AND COMPLETED CLAIM FORM, YOUR CLAIM MAY BE REJECTED AND YOU MAY BE PRECLUDED FROM RECEIVING ANY PROCEEDS FROM THE SETTLEMENT.

DO NOT MAIL OR DELIVER YOUR CLAIM FORM TO THE COURT, THE SETTLING PARTIES OR THEIR COUNSEL. SUBMIT YOUR CLAIM FORM ONLY TO THE CLAIMS ADMINISTRATOR AT THE ADDRESS SET FORTH ABOVE.

TABLE OF CONTENTS PAGE #

PART I - CLAIMANT IDENTIFICATION .................................................................................................... 2

PART II - GENERAL INSTRUCTIONS ..................................................................................................... 3

PART III - SCHEDULE OF TRANSACTIONS IN VISTA COMMON STOCK ........................................ 4-5

PART IV - SCHEDULE OF TRANSACTIONS IN VISTA BONDS .......................................................... 6-7

PART V - SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGEMENTS .................... 8

PART VI - RELEASE AND DECLARATION .......................................................................................... 8-9

REMINDER CHECKLIST .........................................................................................................................10

Claim Number:

Control Number:

QUESTIONS? PLEASE CALL 1-888-558-9299 OR VISIT www.vistaoutdoorsecuritiessettlement.com


*P-VST-POC/2*2

PART I - CLAIMANT IDENTIFICATION

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. To obtain the mandatory electronic filing requirements and file layout, you may visit the settlement website at www.vistaoutdoorsecuritiessettlement.com or you may email the Claims Administrator’s electronic filing department at [email protected]. Any file not in accordance with the required electronic filing format will be subject to rejection. Only one claim should be submitted for each separate legal entity (see Part II, section II below) and the complete name of the beneficial owner of the securities must be entered where called for (see Part II, section II below). No electronic files will be considered to have been submitted unless the Claims Administrator issues an email to that effect after processing your file with your claim numbers and respective account information. Do not assume that your file has been received until you receive this email. If you do not receive such an email within 10 days of your submission, you should contact the electronic filing department at [email protected] to inquire about your file and confirm it was received.

1The last four digits of the taxpayer identification number (TIN), consisting of a valid Social Security Number (SSN) for individuals or Employer Identification Number (EIN) for business entities, trusts, estates, etc., and telephone number of the beneficial owner(s) may be used in verifying this claim.

To view GCG’s Privacy Notice, please visit http://www.choosegcg.com/privacy

Street Address:

- - - -Telephone Number (work): Telephone Number (home):

Account Number: Last 4 digits of Claimant SSN/TIN1:

Email Address:

Zip or Postal Code: Country (if Other than U.S.):

Joint Beneficial Owner’s Name (First, Middle, Last):

City: State or Province:

Beneficial Owner’s Name (First, Middle, Last):

Record Owner’s Name (if different from beneficial owner listed above):


*P-VST-POC/3*3

PART II - GENERAL INSTRUCTIONS

I. GENERAL INSTRUCTIONS 1. To recover as a Class Member based on your claims in the action entitled Lentsch v. Vista Outdoor Inc., et al., Civil Action No. 1:17-cv-00012-DAK-EJF (the “Action”), you must complete and, on page 9 hereof, sign this Proof of Claim and Release Form (“Proof of Claim”). If you fail to submit a timely and properly addressed (as set forth in paragraph 3 below) Proof of Claim, your claim may be rejected and you may not receive any recovery from the Net Settlement Fund created in connection with the proposed Settlement. 2. Submission of this Proof of Claim, however, does not assure that you will share in the proceeds of the Settlement of the Action. 3. YOU MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED AND SIGNED PROOF OF CLAIM, ACCOMPANIED BY COPIES OF THE DOCUMENTS REQUESTED HEREIN, NO LATER THAN [**], 2018, ADDRESSED AS FOLLOWS:

Vista Outdoor Inc. Securities Litigationc/o GCG

P.O. Box 10603Dublin, OH 43017-9203

Online Submissions: www.vistaoutdoorsecuritiessettlement.comIf you are NOT a Class Member (as defined in the Notice of Pendency of Class Action and Proposed Settlement, Motion for Attorneys’ Fees and Settlement Fairness Hearing (“Notice”)), DO NOT submit a Proof of Claim. 4. If you are a Class Member and you do not timely request exclusion in response to the Notice, you are bound by the terms of any judgment entered in the Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.

II. CLAIMANT IDENTIFICATION 1. If you purchased or acquired Vista Outdoor, Inc. (“Vista”) securities and held the certificate(s) in your name, you are the beneficial purchaser or acquirer as well as the record purchaser or acquirer. If, however, you purchased or acquired Vista securities and the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser or acquirer and the third party is the record purchaser or acquirer. 2. Use Part I of this form entitled “Claimant Identification” to identify each beneficial purchaser or acquirer of Vista securities that forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) OR ACQUIRER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OR ACQUIRER(S) OF THE VISTA SECURITIES UPON WHICH THIS CLAIM IS BASED. 3. All joint purchasers or acquirers must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.

III. CLAIM FORM 1. Use Part III of this form entitled “Schedule of Transactions in Vista Common Stock” and Part IV of this form entitled “Schedule of Transactions in Vista Bonds” to supply all required details of your transaction(s) in Vista securities. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet. 2. On the schedules, provide all of the requested information with respect to all of your purchases or acquisitions and all of your sales of Vista securities which took place during the period from August 11, 2016 through and including February 8, 2018, whether such transactions resulted in a profit or a loss. You must also provide all of the requested information with respect to all of the Vista securities you held at the close of trading on February 8, 2018. Failure to report all such transactions may result in the rejection of your claim. 3. List each transaction separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day, and year of each transaction you list. 4. The date of covering a “short sale” is deemed to be the date of purchase of Vista securities. The date of a “short sale” is deemed to be the date of sale of Vista securities. 5. Copies of broker confirmations or other documentation of your transactions in Vista securities should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim.


PAR

T III

- S

CH

ED

ULE

OF

TRA

NS

AC

TIO

NS

IN V

ISTA

CO

MM

ON

STO

CK

4

IF Y

OU

NE

ED

AD

DIT

ION

AL

SPA

CE

TO

LIS

T Y

OU

R T

RA

NS

AC

TIO

NS

YO

U M

UST

PH

OTO

CO

PY

THIS

PA

GE

AN

D C

HE

CK

THIS

BO

X

I

F Y

OU

DO

NO

T C

HE

CK

TH

IS B

OX

TH

ES

E A

DD

ITIO

NA

L PA

GE

S W

ILL

NO

T B

E R

EV

IEW

ED

A.

BEG

INN

ING

HO

LDIN

GS:

Sta

te th

e to

tal n

umbe

r of V

ista

Com

mon

Sto

ck h

eld

at th

e cl

ose

of tr

adin

g on

Aug

ust 1

0,

20

16 (i

f non

e, e

nter

“0”;

if ot

her t

han

zero

, it m

ust b

e do

cum

ente

d).

B.

PUR

CH

ASE

S/A

CQ

UIS

ITIO

NS:

Sep

arat

ely

list e

ach

and

ever

y pu

rcha

se o

r acq

uisi

tion

of V

ista

Com

mon

Sto

ck o

n th

e op

en m

arke

t bet

wee

n A

ugus

t 11

, 201

6 an

d N

ovem

ber 9

, 201

7, b

oth

date

s in

clus

ive,

and

pro

vide

the

follo

win

g in

form

atio

n (m

ust b

e do

cum

ente

d):

D

ate(

s) o

f Pur

chas

e/A

cqui

sitio

n (L

ist C

hron

olog

ical

ly)

(Mon

th/D

ay /Y

ear)

Pur

chas

e/A

cqui

sitio

n P

rice

Per

Sha

reN

umbe

r of S

hare

s P

urch

ased

/Acq

uire

dTo

tal P

urch

ase/

Acq

uisi

tion

Pric

e (e

xclu

ding

taxe

s, c

omm

issi

ons

and

fees

)S

hare

s S

old

Sho

rt (Y

/N)

//

..

//

..

//

..

//

..

//

..

//

..

Sha

res

*P-V

ST-P

OC/4

*

C.

PUR

CH

ASE

S/A

CQ

UIS

ITIO

NS:

Num

ber o

f Vis

ta C

omm

on S

tock

pur

chas

ed o

n th

e op

en m

arke

t bet

wee

n N

ovem

ber 1

0,

20

17 a

nd F

ebru

ary

8, 2

018,

incl

usiv

e. (I

f non

e, e

nter

“0”,

if ot

her t

han

zero

, mus

t be

docu

men

ted)

:

Sha

res


IF Y

OU

NE

ED

AD

DIT

ION

AL

SPA

CE

TO

LIS

T Y

OU

R T

RA

NS

AC

TIO

NS

YO

U M

UST

PH

OTO

CO

PY

THIS

PA

GE

AN

D C

HE

CK

THIS

BO

X

I

F Y

OU

DO

NO

T C

HE

CK

TH

IS B

OX

TH

ES

E A

DD

ITIO

NA

L PA

GE

S W

ILL

NO

T B

E R

EV

IEW

ED

D.

SALE

S: L

ist e

ach

and

ever

y sa

le o

f Vis

ta C

omm

on S

tock

from

the

open

ing

of tr

adin

g on

Aug

ust 1

1, 2

016

thro

ugh

and

incl

udin

g th

e cl

ose

of

tradi

ng o

n Fe

brua

ry 8

, 201

8. I

f non

e, e

nter

“0”;

if ot

her t

han

zero

, it m

ust b

e do

cum

ente

d.

5

E.

END

ING

HO

LDIN

GS:

Num

ber o

f sha

res

of V

ista

sec

uriti

es h

eld

at th

e cl

ose

of tr

adin

g on

Feb

ruar

y 8,

201

8. I

f non

e,

ente

r “0”

; if o

ther

than

zer

o, it

mus

t be

docu

men

ted.

Sha

res

Dat

e(s)

of S

ale

(Lis

t Chr

onol

ogic

ally

) (M

onth

/Day

/Yea

r)

Num

ber o

f Sha

res

Sol

dS

ale

Pric

e P

er S

hare

Tota

l Sal

e P

rice

(exc

ludi

ng ta

xes,

co

mm

issi

ons

and

fees

)S

hare

s S

old

Sho

rt (Y

/N)

//

..

//

..

//

..

//

..

//

..

//

..

PAR

T III

- S

CH

ED

ULE

OF

TRA

NS

AC

TIO

NS

IN V

ISTA

CO

MM

ON

STO

CK

*P-V

ST-P

OC/5

*

Plea

se n

ote:

Info

rmat

ion

requ

este

d w

ith re

spec

t to

your

pur

chas

es/a

cqui

sitio

ns o

f Vis

ta s

ecur

ities

from

Nov

embe

r 10,

201

7 th

roug

h an

d in

clud

ing

Febr

uary

8, 2

018

is n

eede

d in

ord

er to

bal

ance

you

r cl

aim

; pur

chas

es/a

cqui

sitio

ns d

urin

g th

is p

erio

d ho

wev

er, a

re n

ot e

ligib

le u

nder

the

Set

tlem

ent a

nd w

ill n

ot b

e us

ed fo

r pur

pose

s of

cal

cula

ting

your

Rec

ogni

zed

Loss

pur

suan

t to

the

Pla

n of

Allo

catio

n fo

r the

Set

tlem

ent.


*P-V

ST-P

OC/6

*P

art I

V -

SC

HE

DU

LE O

F TR

AN

SA

CTI

ON

S IN

VIS

TA B

ON

DS

6

A.

PUR

CH

ASE

S/A

CQ

UIS

ITIO

NS:

Bel

ow p

leas

e lis

t (in

chr

onol

ogic

al o

rder

) all

purc

hase

s an

d/or

acq

uisi

tions

of B

onds

on

the

open

mar

ket b

etw

een

Aug

ust 1

1, 2

016

and

Nov

embe

r 9, 2

017,

bot

h da

tes

incl

usiv

e (m

ust b

e do

cum

ente

d).

IF Y

OU

NE

ED

AD

DIT

ION

AL

SPA

CE

TO

LIS

T Y

OU

R T

RA

NS

AC

TIO

NS

YO

U M

UST

PH

OTO

CO

PY

THIS

PA

GE

AN

D C

HE

CK

THIS

BO

X

I

F Y

OU

DO

NO

T C

HE

CK

TH

IS B

OX

TH

ES

E A

DD

ITIO

NA

L PA

GE

S W

ILL

NO

T B

E R

EV

IEW

ED

Prin

cipa

l Am

ount

Pric

e pe

r $1,

000

face

am

ount

Agg

rega

te C

ost

(exc

ludi

ng c

omm

issi

ons,

taxe

s, a

nd fe

es)

Dat

e(s)

of P

urch

ase/

Acq

uisi

tion

(Lis

t Chr

onol

ogic

ally

)(M

onth

/Day

/Yea

r)

./

/.

./

/.

./

/.

./

/.

./

/.

./

/.

B.

PUR

CH

ASE

S/A

CQ

UIS

ITIO

NS:

Sta

te th

e pr

inci

pal a

mou

nt o

f Bon

ds (N

otes

) pur

chas

ed b

etw

een

Nov

embe

r 10,

201

7

an

d Fe

brua

ry 8

, 201

8, b

oth

date

s in

clus

ive

(mus

t be

docu

men

ted)

.

Plea

se n

ote:

Info

rmat

ion

requ

este

d w

ith re

spec

t to

your

pur

chas

es/a

cqui

sitio

ns o

f Vis

ta s

ecur

ities

from

Nov

embe

r 10,

201

7 th

roug

h an

d in

clud

ing

Febr

uary

8, 2

018

is n

eede

d in

ord

er to

bal

ance

you

r cl

aim

; pur

chas

es/a

cqui

sitio

ns d

urin

g th

is p

erio

d ho

wev

er, a

re n

ot e

ligib

le u

nder

the

Set

tlem

ent a

nd w

ill n

ot b

e us

ed fo

r pur

pose

s of

cal

cula

ting

your

Rec

ogni

zed

Loss

pur

suan

t to

the

Pla

n of

Allo

catio

n fo

r the

Set

tlem

ent.

P

rinci

pal A

mou

nt


*P-V

ST-P

OC/7

*7

B.

SALE

S: P

leas

e lis

t (in

chr

onol

ogic

al o

rder

) all

sale

s of

Bon

ds o

n th

e op

en m

arke

t bet

wee

n A

ugus

t 11,

201

6 an

d Fe

brua

ry 8

, 201

8, b

oth

date

s in

clus

ive

(mus

t be

docu

men

ted)

.

IF Y

OU

NE

ED

AD

DIT

ION

AL

SPA

CE

TO

LIS

T Y

OU

R T

RA

NS

AC

TIO

NS

YO

U M

UST

PH

OTO

CO

PY

THIS

PA

GE

AN

D C

HE

CK

THIS

BO

X

I

F Y

OU

DO

NO

T C

HE

CK

TH

IS B

OX

TH

ES

E A

DD

ITIO

NA

L PA

GE

S W

ILL

NO

T B

E R

EV

IEW

ED

C.

END

ING

HO

LDIN

GS:

Sta

te th

e pr

inci

ple

amou

nt o

f Bon

ds (N

otes

) you

hel

d as

of t

he c

lose

of t

radi

ng o

n Fe

brua

ry 8

, 20

18. I

f non

e, e

nter

“0”;

if ot

her t

han

zero

, it m

ust b

e do

cum

ente

d.

Prin

cipa

l Am

ount

Pric

e pe

r $1,

000

face

am

ount

Agg

rega

te C

ost

(exc

ludi

ng c

omm

issi

ons,

taxe

s, a

nd fe

es)

Dat

e(s)

of S

ale

(Lis

t Chr

onol

ogic

ally

)(M

onth

/Day

/Yea

r)

./

/.

./

/.

./

/.

./

/.

./

/.

./

/.

Par

t IV

- S

CH

ED

ULE

OF

TRA

NS

AC

TIO

NS

IN V

ISTA

BO

ND

S

P

rinci

pal A

mou

nt


8

PART VI - RELEASE

1. I (We) hereby waive, release, forever discharge and dismiss, with prejudice, and agree not to institute, maintain or prosecute any or all Settled Claim, including Unknown Claims (as defined below), against any or all of the Released Persons. I acknowledge that I shall be permanently and finally enjoined without the necessity of posting a bond from commencing or prosecuting any actions or other proceedings asserting any of the Settled Claims either directly, indirectly, representatively, derivatively or in any other capacity against any of the Released Persons herein. This injunction expressly extends to all claims covered by this Settlement and all Releasing Persons defined herein.

2. “Released Persons” refers jointly and severally, individually and collectively to all Defendants in the Action and their current and former directors, officers, shareholders, employees, servants, partners, agents, affiliates, subsidiaries, parents, joint ventures, successors or assigns, and any representatives, trustees, executors, heirs, assigns or transferees, attorneys, accountants, investment bankers, commercial bankers, advisors or insurers of any of the foregoing, as well as all counsel representing them in the Action. As used in this paragraph, “affiliates” means entities controlling, controlled by or under common control with any of the Released Persons.

3. “Settled Claims” means any and all claims (including any claim that the Settlement was fraudulently induced), demands, rights, actions or causes of action, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, accrued or unaccrued, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding, including, but not limited to, any claims arising under federal or state statutory or common law or relating to alleged fraud, misrepresentation (negligent, reckless, intentional or otherwise, and including misrepresentations through omission(s)), breach of any duty, negligence, violations of federal or state securities laws or any other claim under any theory by or on behalf of the Lead Plaintiff and/or any and all Class Members which any of the Releasing Persons ever had, now has, or hereafter can, shall or may have against the Released Persons by reason of, arising out of, relating to or in connection with (i) the allegations, facts, matters, events, transactions, acts, occurrences, statements, representations, misrepresentations, or omissions or failures to act that were alleged or could have been alleged in the Action; (ii) any disclosures, non-disclosures or public statements made in connection with any of the foregoing; and (iii) this Settlement.

4. “Unknown Claims” means any and all Settled Claims that Defendants, Lead Plaintiff, for itself, the Class, and any or all other persons and entities whose claims are being released, do not know or suspect to exist, which, if known by him, her or it, might affect his, her or its agreement to release the Released Parties or the Settled Claims, or might affect his, her or its decision to object to or not object to the Settlement. With respect to any and all Settled Claims, the Parties stipulate and agree that upon the Effective Date, the Lead Plaintiff and the Defendants shall expressly waive, and each Released Person and Releasing Person shall be deemed to have waived, and by operation of the Order and Final Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar comparable, or equivalent to Cal. Civ. Code § 1542, which provides:


Lead Plaintiff, other Settlement Class Members or Defendants may hereafter discover facts in addition to or different from those which he, she, or it now know or believes to be true with respect to the subject matter of the Settled Claims, but hereby stipulates and agrees that Lead Plaintiff, and each Releasing Person shall be deemed to settle and release, and upon the Effective Date and by operation of the Order and Final Judgment shall have settled and released, fully, finally, and forever, and all Settled Claims against Released Persons, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or which heretofore existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent or intentional and with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts.

PART V - SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGEMENTS

*P-VST-POC/8*

I (We) submit this Proof of Claim and Release under the terms of the Stipulation and Agreement of Settlement described in the Notice. I (We) also submit to this jurisdiction of the United States District Court for the District of Utah with respect to my (our) claim as a Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish additional information to the Claims Administrator to support this claim (including all transactions in Vista securities, if requested to do so). I (We) have not submitted any other claim covering the same purchases, acquisitions or sales of Vista securities during the Class Period and know of no other person having done so on my (our) behalf.


9

PART VI - RELEASE (CONTINUED)

5. I (We) hereby warrant and represent that I (We) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

6. I (We) hereby warrant and represent that I (we) have included the information requested about all of my (our) transactions in Vista securities which are the subject of this claim, which occurred during the Class Period as well as the opening and closing positions in such securities held by me (us) on the dates requested in this Proof of Claim.

7. I (We) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. (Note: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the prior sentence.)

8. I declare under penalty of perjury under the laws of the United States of America that all of the foregoing information supplied on this Proof of Claim by the undersigned is true and correct.

Executed this _____ day of ___________________ in __________________________________________________________. (Month) (Year) (City, State, Country)

Signature of Claimant (if this claim is being made on behalf of Joint Claimants, then each must sign.)

__________________________________________________ ________________________________Signature of Claimant Date

__________________________________________________Print Name of Claimant

__________________________________________________ ________________________________Signature of Joint Claimant, if any Date

__________________________________________________Print Name of Joint Claimant, if any

If the Claimant is other than an individual, or is not the person completing this form, the following also must be provided:

__________________________________________________ ________________________________Signature of Person Completing Form Date

__________________________________________________Print Name of Person Completing Form

__________________________________________________Capacity of person(s) signing on behalf of Claimant, if other than an individual, e.g., Beneficial Purchaser or Acquirer, Executor or Administrator

*P-VST-POC/9*Case 1:17-cv-00012-DAK Document 82-1 Filed 07/03/18 Page 78 of 95

10

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

1. Please sign the above release and declaration.

2. If this claim is being made on behalf of Joint Claimants, then both must sign.

3. Remember to attach copies of supporting documentation, if available.

4. Do not send originals or certificates.

5. Keep a copy of your Proof of Claim and all supporting documentation for your records.

6. If you move, please send your new address to:


P.O. Box 10603 Dublin, OH 43017-9203

7. Do not use red pen or highlighter on the Proof of Claim or supporting documentation.

THIS PROOF OF CLAIM MUST BE SUBMITTED ONLINE OR, IF MAILED, POSTMARKED NO LATER THAN *** ADDRESSED AS FOLLOWS:


P.O. Box 10603Dublin, OH 43017-9203

1-888-558-9299 info@vistaoutdoorsecuritiessettlement.comwww.vistaoutdoorsecuritiessettlement.com

PART VII - REMINDER CHECKLIST

*P-VST-POC/10*Case 1:17-cv-00012-DAK Document 82-1 Filed 07/03/18 Page 79 of 95

EXHIBIT A-3


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UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH


Plaintiff,

v.


Defendants.

Case No. 1:17-cv-00012-DAK-EJF

SUMMARY NOTICE OF PENDENCY AND PROPOSED CLASS ACTION SETTLEMENT

TO: ALL PERSONS WHO PURCHASED OR ACQUIRED VISTA OUTDOOR INC. SECURITIES (“VISTA”) BETWEEN AUGUST 11, 2016 AND NOVEMBER 9, 2017, INCLUSIVE.

YOU ARE HEREBY NOTIFIED, that pursuant to an Order of the United States District Court for the District of Utah, a hearing will be held on _____, 2018 at _____ before the Honorable Dale A. Kimball, United States District Judge of the District of Utah, 351 S. West Temple, Courtroom 3.400, Salt Lake City, UT 84101 for the purpose of determining: (1) whether the proposedSettlement1 of the Settlement Class claims in the above-captioned Action for consideration in the amount of $6,250,000 in cash, should be approved by the Court as fair, reasonable, and adequate; (2) whether the proposed plan to distribute the Net Settlement Fund (the “Plan of Allocation”) is fair, reasonable and adequate and therefore should be approved; (3) whether the application ofClass Counsel for an award of attorneys’ fees of up to 33 percent plus interest of the Settlement Amount, reimbursement of expenses of not more than $200,000 and an Award to Lead Plaintiff of no more than $10,000, in aggregate, should be approved; and (4) whether this Action shouldbe dismissed with prejudice as set forth in the Stipulation dated July 2, 2018.

If you purchased or otherwise acquired Vista securities between August 11, 2016 and November 9, 2017, inclusive, your rights may be affected by this Settlement, including the release and extinguishment of claims you may possess relating to your ownership in Vista securities. If you have not received a detailed Notice of Pendency of Class Action and Proposed Settlement, Motion for Attorneys’ Fees and Settlement Fairness Hearing (“Notice”) and a copy of the Proof of Claim Form, you may obtain copies by writing to In re Vista Outdoor Securities Litigation, c/o GCG, P.O. Box 10539, Dublin, OH 43017-4539 or calling (888-684-5070), or by going to the website, www.vistaoutdoorsecuritiessettlement.com. If you are a member of the Settlement Class, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim postmarked no later than [*], establishing that you are entitled to recovery. Unless you submit a written exclusion request, you will be bound by any judgment rendered in the Action whether or not you make a claim.

If you desire to be excluded from the Settlement Class, you must submit to the Claims Administrator a request for exclusion so that it is received no later than [**], in the manner and form explained in the Notice. ALL MEMBERS OF THE SETTLEMENT CLASS WHO HAVE NOT VALIDLY REQUESTED ExCLUSION FROM THE SETTLEMENT CLASS WILL BE BOUND BY ANY jUDGMENT ENTERED IN THE ACTION PURSUANT TO THE SETTLEMENT.

Any objection to the Settlement, Plan of Allocation, or Class Counsel’s request for an award of attorneys’ fees and reimbursement of expenses and an Award to Lead Plaintiff must be in the manner and form explained in the detailed Notice and filed and served no later than [***], to each of the following:

Clerk of the CourtUnited States District CourtDistrict of Utah351 S. West TempleRoom 1.100Salt Lake City, UT 84101

CLASS COUNSELBetsy C. ManifoldWolf Haldenstein Adler Freeman & Herz LLP750 B Street, Suite 2770San Diego, CA 92101

COUNSEL FOR DEFENDANTSRobert H. BaronCravath, Swaine & Moore LLPWorldwide Plaza825 Eighth AvenueNew York, NY 10019

If you have any questions about the Settlement, you may contact the Claims Administrator or Class Counsel at the addresses listed above or go to the website at www.vistaoutdoorsecuritiessettlement.com.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING THIS NOTICE.

Dated: _______, 2018

1 All capitalized terms not otherwise defined herein have the same meaning as in the Stipulation and Agreement of Settlement (the “Stipulation” or the “Settlement”) filed with the Court on July 2, 2018 [ ]. (Dkt. No. __).


Exhibit B




Plaintiff,

v.


Defendants.

) ) ) ) ) ) ) ) ) ) ) ) ) )

Case No. 1:17-cv-00012-RJS-EJF [PROPOSED] FINAL ORDER AND JUDGMENT JUDGE: Hon. Dale A. Kimball


WHEREAS:

A. As of July 2, 2018, Lead Plaintiff The New York Hotel Trades Council and Hotel

Association of New York City, Inc. Pension Fund (“Lead Plaintiff”), on behalf of itself, and the

Settlement Class, on the one hand, and Vista Outdoor Inc. (“Vista” or the “Company”), Mark W.

DeYoung, Stephen M. Nolan and Kelly T. Grindle (collectively, the “Individual Defendants”

and, together with Vista, the “Defendants”), on the other hand, entered into a Stipulation and

Agreement of Settlement (the “Stipulation”) in the above-titled litigation (the “Action”);

B. Pursuant to the Order Granting Preliminary Approval of Class Action Settlement,

Approving Form and Manner of Notice, and Setting Date for Hearing on Final Approval of

Settlement, entered ___________, 2018 (the “Preliminary Approval Order”), the Court

scheduled a hearing for __________________, 2018, at ___:____ ___.m. (the “Settlement

Hearing”) to, among other things: (i) determine whether the proposed Settlement of the Action

on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate, and

should be approved by the Court; (ii) determine whether a Judgment as provided for in the

Stipulation should be entered; and (iii) rule on Lead Counsel’s Fee and Expense Application;

C. The Court ordered that the Notice of Pendency of Class Action, Proposed

Settlement, and Motion for Attorneys’ Fees and Expenses (the “Notice”) and a Proof of Claim

and Release form (“Proof of Claim”), substantially in the forms attached to the Preliminary

Approval Order as Exhibits A-1 and A-2, respectively, be mailed by first-class mail, postage

prepaid, on or before fifteen (15) business days after the date of entry of the Preliminary

Approval Order (“Notice Date”) to all potential Settlement Class Members who could be

identified through reasonable effort, and that a Summary Notice of Pendency of Class Action,

Proposed Settlement, and Motion for Attorneys’ Fees and Expenses (the “Summary Notice”),

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substantially in the form attached to the Preliminary Approval Order as Exhibit A-3, be

published in Investor’s Business Daily and transmitted over PR Newswire within fourteen (14)

calendar days of the Notice Date;

D. The Notice and the Summary Notice advised potential Settlement Class Members

of the date, time, place, and purpose of the Settlement Hearing. The Notice further advised that

any objections to the Settlement were required to be filed with the Court and served on counsel

for the Parties such that they were received by __________________, 2018;

E. The provisions of the Preliminary Approval Order as to notice were complied

with;

F. On ____________, 2018, Lead Plaintiff moved for final approval of the

Settlement, as set forth in the Preliminary Approval Order. The Settlement Hearing was duly

held before this Court on ____________, 2018, at which time all interested Persons were

afforded the opportunity to be heard; and

G. This Court has duly considered Lead Plaintiff’s motion, the affidavits,

declarations, memoranda of law submitted in support thereof, the Stipulation, and all of the

submissions and arguments presented with respect to the proposed Settlement;

NOW, THEREFORE, after due deliberation, IT IS ORDERED, ADJUDGED AND

DECREED that:

1. This Judgment incorporates and makes a part hereof: (i) the Stipulation filed

with the Court on July 3, 2018; and (ii) the Notice, which was filed with the Court on July 3,

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2018. Capitalized terms not defined in this Judgment shall have the meaning set forth in the

Stipulation.

2. This Court has jurisdiction over the subject matter of the Action and over all

parties to the Action, including all Settlement Class Members.

3. The Court hereby affirms its determinations in the Preliminary Approval Order

and finally certifies, for purposes of the Settlement only, pursuant to Rules 23(a) and (b)(3) of

the Federal Rules of Civil Procedure, the Settlement Class of: all persons and entities that

purchased or otherwise acquired the securities of Vista Outdoor Inc. (“Vista” or the “Company”)

between August 11, 2016 and November 9, 2017, inclusive, and were damaged thereby (the

“Settlement Class”). Excluded from the Settlement Class are: Defendants, the officers and

directors of Vista during the Class Period; the immediate family members of any of the

foregoing individuals; any affiliate of Vista; any entity in which Defendants have or had a

controlling interest; and the legal representatives, heirs, successors or assigns of any of the

foregoing excluded persons and entities. Also excluded from the Settlement Class are those

Persons who have timely and validly sought exclusion from the Settlement Class and are listed

on the annexed Exhibit A as having submitted an exclusion request allowed by the Court.

4. Pursuant to Fed. R. Civ. P. 23, and for purposes of the Settlement only, the

Court hereby reaffirms its determinations in the Preliminary Approval Order and finally certifies

The New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension

Fund as the Class Representative for the Settlement Class; and finally appoints the law firm of

Wolf Haldenstein Adler Freeman & Herz LLP as Class Counsel for the Settlement Class.

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5. The Court finds that the mailing and publication of the Notice, Summary

Notice, and Proof of Claim: (i) complied with the Preliminary Approval Order; (ii) constituted

the best notice practicable under the circumstances; (iii) constituted notice that was reasonably

calculated to apprise Settlement Class Members of the effect of the Settlement, of the proposed

Plan of Allocation, of Lead Counsel’s request for an award of attorney’s fees and payment of

litigation expenses incurred in connection with the prosecution of the Action, of Settlement Class

Members’ right to object or seek exclusion from the Settlement Class, and of their right to appear

at the Settlement Hearing; (iv) constituted due, adequate, and sufficient notice to all Persons

entitled to receive notice of the proposed Settlement; and (v) satisfied the notice requirements of

Rule 23 of the Federal Rules of Civil Procedure, the United States Constitution (including the

Due Process Clause), and Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C.

§78u-4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995 (the

“PSLRA”).

6. [There have been no objections to the Settlement.]

7. In light of the benefits to the Settlement Class, the complexity, expense and

possible duration of further litigation against Defendants, the risks of establishing liability and

damages, and the costs of continued litigation, the Court hereby fully and finally approves the

Settlement as set forth in the Stipulation in all respects, and finds that the Settlement is, in all

respects, fair, reasonable and adequate, and in the best interests of Lead Plaintiff and the

Settlement Class. This Court further finds the Settlement set forth in the Stipulation is the result

of arm’s-length negotiations between experienced counsel representing the interests of Lead

Plaintiff, the Settlement Class, and Defendants. The Settlement shall be consummated in

accordance with the terms and provisions of the Stipulation.

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8. The Complaint filed on January 12, 2018 is dismissed in its entirety, with

prejudice, and without costs to any Party, except as otherwise provided in the Stipulation.

9. The Court finds that during the course of the Action, the parties and their

respective counsel at all times complied with the requirements of Rule 11 of the Federal Rules of

Civil Procedure.

10. Upon the Effective Date, each and all of the Releasing Persons, on behalf of

themselves and each of their respective heirs, executors, trustees, administrators, predecessors,

successors, assigns, and any other Person claiming (now or in the future) through or on behalf of

them, regardless of whether any such Person ever seeks or obtains by any means, including

without limitation by submitting a Proof of Claim, any disbursement from the Settlement Fund,

shall be deemed to have fully, finally, and forever waived, released, discharged, and dismissed

each and every one of the Settled Claims against each and every one of the Released Persons and

shall be deemed to have covenanted not to sue the Released Persons in respect to all such Settled

Claims and shall forever be barred and enjoined from asserting, commencing, instituting,

prosecuting, maintaining or in any way participating in the commencement or prosecution of any

action or other proceeding, in any forum, asserting any and all of the Settled Claims against any

and all of the Released Persons.

11. Upon the Effective Date, each of the Defendants and Released Persons, on

behalf of themselves and their respective heirs, executors, administrators, successors and assigns

and all persons acting in concert with any such person, shall, have, fully, finally, and forever

released, relinquished, and discharged Plaintiffs, Plaintiffs’ Counsel and the Settlement Class

(except any Settlement Class Member who opts out of the Settlement) from all Claims (including

5


Unknown Claims) arising out of, relating to, or in connection with, the institution, prosecution,

assertion, Settlement, or resolution of the Action or the Released Claims except to enforce the

releases and other terms and conditions contained in this Stipulation or any Court order

(including, but not limited to, the Judgment) entered pursuant thereto.

12. Pursuant to the PSLRA, 15 U.S.C. §78u-4(f)(7), upon the Effective Date, the

Defendants are discharged from all claims for contribution that have been or may hereafter be

brought by or on behalf of any Person, based upon, relating to, or arising out of the Action.

Upon the Effective Date, any and all Persons are permanently BARRED, ENJOINED and

RESTRAINED from commencing, prosecuting or asserting any and all claims for contribution

based upon, relating to, or arising out of the Action, whether arising under state, federal or

common law, as claims, cross-claims, counterclaims, or third-party claims, in this Action or as a

separate action, in this Court, in any federal or state court, or in any other court, arbitration

proceeding, administrative proceeding, or other forum (collectively, the “Barred Contribution

Claims”) against the Defendants; and the Defendants are permanently BARRED, ENJOINED

and RESTRAINED from commencing, prosecuting or asserting any and all Barred Contribution

Claims against any Person, other than a Person whose liability to the Settlement Class has been

extinguished pursuant to the Settlement and this Judgment.

13. Pursuant to the PSLRA, 15 U.S.C. §78u-4(f)(7), any final verdict or judgment

obtained by or on behalf of Lead Plaintiff, the Settlement Class or any Settlement Class Member

shall be reduced as provided therein.

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14. Each Settlement Class Member, whether or not such Settlement Class

Member executes and delivers a Proof of Claim, is bound by this Judgment, including, without

limitation, the release of claims as set forth in the Stipulation.

15. This Judgment and the Stipulation, whether or not consummated, and any

discussions, negotiations, proceedings or agreements relating to the Stipulation, the Settlement,

and any matters arising in connection with settlement discussions or negotiations, proceedings,

or agreements, shall not be offered or received against or to the prejudice of the Parties or their

respective counsel, for any purpose other than in an action to enforce the terms hereof, and in

particular:

(a) do not constitute, and shall not be offered or received against or to the

prejudice of Defendants as evidence of, or construed as, or deemed to be evidence of any

presumption, concession, or admission by Defendants with respect to the truth of any allegation

by Plaintiffs and the Settlement Class, or the validity of any claim that has been or could have

been asserted in the Action or in any litigation, including but not limited to the Settled Claims, or

of any liability, damages, negligence, fault or wrongdoing of Defendants or any person or entity

whatsoever;

(b) do not constitute, and shall not be offered or received against or to the

prejudice of Defendants as evidence of a presumption, concession, or admission of any fault,

misrepresentation, or omission with respect to any statement or written document approved or

made by Defendants, or against or to the prejudice of Plaintiffs, or any other member of the

Settlement Class as evidence of any infirmity in the claims of Plaintiffs, or the other members of

the Settlement Class;

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(c) do not constitute, and shall not be offered or received against or to the

prejudice of Defendants, Plaintiffs, any other member of the Settlement Class, or their respective

counsel, as evidence of a presumption, concession, or admission with respect to any liability,

damages, negligence, fault, infirmity, or wrongdoing, or in any way referred to for any other

reason against or to the prejudice of any of the Defendants, Plaintiffs, other members of the

Settlement Class, or their respective counsel, in any other civil, criminal, or administrative action

or proceeding, other than such proceedings as may be necessary to effectuate the provisions of

the Stipulation;

(d) do not constitute, and shall not be construed against Defendants, Plaintiffs, or

any other member of the Settlement Class, as an admission or concession that the consideration

to be given hereunder represents the amount that could be or would have been recovered after

trial; and

(e) do not constitute, and shall not be construed as or received in evidence as an

admission, concession, or presumption against Plaintiffs, or any other member of the Settlement

Class that any of their claims are without merit or infirm or that damages recoverable under the

Complaint would not have exceeded the Settlement Amount.

16. The administration of the Settlement, and the decision of all disputed

questions of law and fact with respect to the validity of any claim or right of any Person to

participate in the distribution of the Net Settlement Fund, shall remain under the authority of this

Court.

17. In the event that the Settlement does not become effective in accordance with

the terms of the Stipulation, then this Judgment shall be rendered null and void to the extent

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provided by and in accordance with the Stipulation and shall be vacated, and in such event, all

orders entered and releases delivered in connection herewith shall be null and void to the extent

provided by and in accordance with the Stipulation.

18. Without further order of the Court, the Parties may agree to reasonable

extensions of time to carry out any of the provisions of the Stipulation.

19. The Parties are hereby directed to consummate the Stipulation and to perform

its terms.

20. Plaintiffs’ Lead Counsel are hereby awarded, on behalf of all of Plaintiffs’

Counsel, attorneys’ fees of ____% of the Settlement Fund (i.e., $___________), which includes

interest at the same rate earned by the Settlement Fund, and payment of litigation expenses in the

amount of $__________, plus interest at the same rate earned by the Settlement Fund, which

sums the Court finds to be fair and reasonable.

21. In accordance with 15 U.S.C. §78u-4(a)(4), for its representation of the

Settlement Class, the Court hereby awards Lead Plaintiff The New York Hotel Trades Council

and Hotel Association of New York City, Inc. Pension Fund reimbursement of its reasonable

costs and expenses directly related to its representation of the Settlement Class in the amount of

$10,000.

22. The awarded attorneys’ fees and litigation expenses, and interest earned

thereon, shall be paid to Plaintiffs’ Co-Lead Counsel from the Settlement Fund within five (5)

business days of entry of this Order, subject to the terms, conditions, and obligations of the

Stipulation, which terms, conditions, and obligations are incorporated herein.

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23. In making this award of attorneys’ fees and litigation expenses, to be paid

from the Settlement Fund, the Court has analyzed the factors considered within the Tenth Circuit

and found that:

a. The Settlement has created a common fund of $6.25 million in cash and

that numerous Settlement Class Members who submit acceptable Claim

Forms will benefit from the Settlement created by the efforts of Plaintiffs’

Counsel;

b. Plaintiffs’ Counsel conducted the Action and achieved the Settlement with

skillful and diligent advocacy;

c. The Action raised a number of complex factual and legal issues and, in the

absence of settlement, would involve further lengthy proceedings with

uncertain resolution if the case were to proceed to trial;

d. Plaintiffs’ Counsel pursued the Action on a contingent basis, having

received no compensation during the Action, and any fee award has been

contingent on the result achieved;

e. Plaintiffs’ Counsel have devoted ____ hours with a lodestar value of

$_______ to achieve the Settlement;

f. The amount of attorneys’ fees and expenses awarded are fair and

reasonable and consistent with awards in similar cases within the Tenth

Circuit;

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g. Public policy concerns favor the award of reasonable attorneys’ fees and

expenses in securities class action litigation;

h. The Lead Plaintiff fully supports and approves the fee request;

i. Notice was disseminated to putative Settlement Class Members stating

that Plaintiffs’ Co-Lead Counsel would be moving for an award of

attorneys’ fees in an amount not to exceed 33% of the Settlement, and

payment of expenses incurred in connection with the prosecution of the

Action in an amount not to exceed $200,000, plus interest as well as for an

award of reasonable costs and expenses for the Lead Plaintiff, and [no

Settlement Class Member has filed an objection to the fees and expenses

requested by Plaintiffs’ Co-Lead Counsel or the award of costs and

expenses to Lead Plaintiff];

24. Any appeal or any challenge affecting this Court’s approval of any attorneys’

fee and expense application or award of costs and expenses to Lead Plaintiff shall in no way

disturb or affect the finality of the Judgment entered with respect to the Settlement.

25. Without affecting the finality of this Judgment in any way, this Court hereby

retains continuing jurisdiction over: (i) implementation of the Settlement; (ii) the allowance,

disallowance or adjustment of any Settlement Class Member’s claim on equitable grounds and

any award or distribution of the Settlement Fund; (iii) disposition of the Settlement Fund;

(iv) any applications for attorneys’ fees, costs, interest and payment of expenses in the Action;

(v) all parties for the purpose of construing, enforcing and administering the Settlement and this

Judgment; and (vi) other matters related or ancillary to the foregoing. There is no just reason for

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delay in the entry of this Judgment and immediate entry by the Clerk of the Court is expressly

directed.

DATED this _____ day of ____________, 2018

BY THE COURT:

Honorable Dale A. Kimball UNITED STATES DISTRICT JUDGE

24671

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Documents

Patrick Lentsch, et al. v. Vista Outdoor Inc., et al. 17-CV-00012 …securities.stanford.edu/.../201873_r01x_17CV00012.pdf · 2018-11-09 · Case 1:17-cv-00012-DAK Document 82-1 Filed