Share Purchase Agreement dated May 15, 2018 by and between Escalade, Incorporated and Goldcup 16681 AB

Exhibit 2.1

EXECUTION VERSION

DATED              15 May 2018

between

GOLDCUP 16681 AB

(under name change to

STIGA SPORTS HOLDING AB)

-and-

ESCALADE, INCORPORATED

SHARE PURCHASE AGREEMENT

regarding shares in

STIGA SPORTS GROUP AB

CONTENTS

THIS SHARE PURCHASE AGREEMENT (the "Agreement") is made on 15 May 2018

BETWEEN:

The Seller and the Buyer are herein jointly referred to as the “Parties" and each of them a Party”.

RECITALS:

IT IS AGREED:

In this Agreement the following terms have the following meanings:

“Affiliate” of any Person shall mean any other Person at any time directly or indirectly controlling, controlled by, or under common control with, such first-mentioned Person; provided, that, for purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise;

“Agreement” means this share purchase agreement;

“Business Day” means a day when banks are open for general banking business, apart from over the Internet only, in Sweden;

“Buyer” has the meaning set out in the introductory paragraph;

“Closing” means the completion of the transaction contemplated by this Agreement;

“Closing Date” means the date on which Closing takes place.

“Company” has the meaning set out in Recital A;

“Encumbrance” means any mortgage, charge, pledge, lien (Sw. panträtt), option or other encumbrances (Sw. sakrätter) or restriction of any kind;

“Indian” means Indian Industries, Inc., a company incorporated under the laws of Indiana, USA, and a wholly-owned subsidiary of the Seller;

“Parties” and “Party” has the meaning set out in the introductory paragraph;

“Person” means a natural or legal entity or any other body having legal personality;

“Purchase Price” has the meaning set out in section 3;

“Seller” has the meaning set out in the introductory paragraph;

“Seller's Shares” has the meaning set out in Recital B;

“Seller's Warranties” has the meaning set out in section 6;

“Shareholders Agreement” means the Shareholders Agreement dated 20 June 1994, as supplemented in December 2009 and confirmed on 15 January 2014, among the Seller and the other shareholders of the Company;

“Shares” has the meaning set out in Recital A;

“Signing Date” means the date hereof; and

“Subsidiary” means STIGA Sports AB, a Swedish limited liability company with registration number ###-###-####.

The Seller agrees to sell and the Buyer agrees to purchase the Seller's Shares free and clear from any Encumbrances at Closing.

The purchase price to be paid by the Buyer for the Seller's Shares is SEK 295,000,000 (the “Purchase Price”).

Closing shall take place on 17 May 2018 at 10.00 at the offices of DLA Piper at Kungsgatan 9 in Stockholm.

At Closing the Seller shall:

Closing shall not be deemed to have occurred until and unless all deliveries and actions described above have taken place, which means that if one such delivery or action does not occur, all deliveries and actions already taken shall immediately be reversed.

Subject only to the Closing taking place, (a) the Seller hereby irrevocably and unconditionally waives any right to repayment of, or any other form of compensation for, any loan, shareholder's contribution, whether conditional or unconditional, or other claim granted by the Seller to the Company and/or any Affiliate of the Company at any time prior to the Signing Date, and (b) the Buyer hereby irrevocably and unconditionally waives any right to repayment of, or any other form of compensation for, any loan, shareholder's contribution, whether conditional or unconditional, or other claim granted by the Buyer, the Company and/or any Affiliate of the Company to the Seller and/or any Affiliate of the Seller, at any time prior to the Signing Date.

The Seller gives the following warranties to the Buyer, all of which are made as of the Signing Date (the "Seller's Warranties").

The Seller has the full legal right and capacity to enter into this Agreement and perform its obligations hereunder. A true, correct and complete copy of all organizing documents of the Seller has been provided to Buyer. The Seller declares that it has the right and full power to enter into and perform this Agreement and that it does not thereby violate any law, regulation or any court or arbitration decision rendered by a court to which they may be subject or any agreement to which they are a party.

The Seller declares that, upon due execution by the Buyer, the Agreement constitutes valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms.

The details of the Seller's Shares set out in Recital A and B are correct. The Seller owns the Seller's Shares free and clear of any Encumbrances. There are no share certificates representing the Seller's Shares.

Provided that the auditors of the Company or the Subsidiary do not recommend otherwise, the Buyer shall on the first annual general meeting of the Company and the Subsidiary following the Closing Date discharge the resigning directors for the period up to and including the Closing Date. Such discharge shall not in any way limit or restrict or be construed to limit or restrict the Buyer’s rights against the Seller under this Agreement. The Buyer undertakes not to, and undertakes to procure that neither the Company, the Subsidiary or any Affiliate of such companies, make any claim (other than for fraud) against the resigning directors for their acts or omissions in such capacity. The obligations of the Buyer pursuant to this Section 8.1 are intended to also be for the benefit of the resigning directors, and each of them shall have the right to enforce these obligations against the Buyer.

After the Closing Date, each Party shall supply the other Party with such information about itself, its business, or this Agreement, and the Buyer shall supply the Seller with such information about the Company, the Subsidiary and their respective businesses, as the other Party may reasonably require for purposes of preparing tax returns, preparation or defense of tax audits or any other proceeding related to taxes, complying with the requirements of any applicable securities laws, rules or regulations or of any securities exchange to which the requesting Party is subject, or satisfying any requirements of any governmental authority applicable to the requesting Party.

All press releases or public announcements about or relating to this Agreement and related transactions shall be issued jointly by the Parties, except as may be necessary under Section 8.2.5.

Each Party shall bear its own costs and expenses incurred in connection with the negotiations, preparation and execution of this Agreement.

This Agreement supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof.

This Agreement may only be amended by an instrument in writing duly executed by the Parties. No change, termination, modification or waiver of any provision, term or condition of this Agreement shall be binding on the Parties, unless it is made in writing.

No Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

If any provision of this Agreement is declared or deemed void, invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. The Parties shall seek to amend such void, invalid or unenforceable provisions and thereby this Agreement in order to give effect to, so far as is possible, the spirit of this Agreement and to achieve the purposes intended by the Parties.

This Agreement may be executed in originals or by facsimile and in any number of counterparts, and by the Parties on separate counterparts, but shall not be effective until delivery to the Buyer and the Seller of all counterparts in originals or by facsimile (including scanned copies delivered by email).

* * * * * *

This Agreement has been duly executed in two (2) original copies, of which the Parties have taken one each.

ADHERENCE TO WAIVER

The Company and the Subsidiary hereby unconditionally and irrevocably adhere to, and agrees to be bound by, the waiver set out in Section 5(b), of this Agreement, mutatis mutandis.