Smith & Wesson Holding Corp Sample Contracts

American Outdoor Brands Corp – About AOBC 3 About this Report 3 Appendix A – Principles for Responsible Engagement A-1 Appendix B – A Cautionary Note on the Context for this Report B-1 Appendix C – ICCR Investor Statement on Gun Violence C-1 Appendix D – Company Safety Initiatives D-1 (February 8th, 2019)

This report contains forward-looking statements based on management’s current expectations relating to our operations and business prospects. Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “goal,” “target,” “likely,” or similar expressions that convey the prospective nature of events or outcomes generally indicate forward-looking statements. Such forward-looking statements are qualified by important risks, uncertainties, and factors that could cause results to differ materially from those reflected by such forward-looking statements. Such factors include, but are not limited to, economic, social, political, legislative, and regulatory factors; the potential for increased regulation of firearms and firearm-related products; actions of social activists that could have an adverse effect on our business; the impact of lawsuits; the demand for our products; the state of the U.S. economy in gener

American Outdoor Brands Corp – Contact: Liz Sharp, VP Investor Relations American Outdoor Brands Corporation (December 6th, 2018)
American Outdoor Brands Corp – Contact: Liz Sharp, VP Investor Relations American Outdoor Brands Corporation (August 30th, 2018)
American Outdoor Brands Corp – Contact: Liz Sharp, VP Investor Relations American Outdoor Brands Corporation (June 20th, 2018)
American Outdoor Brands Corp – PURCHASE AGREEMENT (March 1st, 2018)

PURCHASE AGREEMENT (this “Agreement”), dated as of February [●], 2018, by and among American Outdoor Brands Corporation, a Nevada corporation with headquarters located at 2100 Roosevelt Avenue, Springfield, Massachusetts 01104 (the “Company”), and [Investor Name] (including any other persons or entities purchasing Purchased Notes (as defined below) hereunder for whom the undersigned Investor holds contractual and investment authority, the “Investor”). This Agreement, the Indenture (as defined below), the Notes, the Other Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement are collectively referred to herein as the “Transaction Documents”.

American Outdoor Brands Corp – INDENTURE Dated as of February 28, 2018 Among AMERICAN OUTDOOR BRANDS CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.000% SENIOR NOTES DUE 2020 (March 1st, 2018)

INDENTURE, dated as of February 28, 2018, among American Outdoor Brands Corporation, a Nevada corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee.

American Outdoor Brands Corp – Contact: Liz Sharp, VP Investor Relations American Outdoor Brands Corporation (December 7th, 2017)
American Outdoor Brands Corp – LEASE AGREEMENT (October 31st, 2017)

THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of the 26th day of October, 2017 (the “Effective Date”), by and between RYAN BOONE COUNTY, LLC, a Minnesota limited liability company (“Landlord”), and SMITH & WESSON CORP., a Delaware corporation (“Tenant”).

American Outdoor Brands Corp – GUARANTY (October 31st, 2017)

WHEREAS, Ryan Boone County, LLC (“Landlord”) and Smith & Wesson Corporation (“Tenant”) are parties to that certain Lease Agreement dated of even date herewith (the “Lease”).

American Outdoor Brands Corp – THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2017 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. (September 8th, 2017)

Good day, ladies and gentlemen, and welcome to the First Quarter 2018 American Outdoor Brands Corporation Earnings Conference Call. (Operator Instructions) As a reminder, this call is being recorded.

American Outdoor Brands Corp – Contact: Liz Sharp, VP Investor Relations American Outdoor Brands Corporation (September 7th, 2017)
American Outdoor Brands Corp – THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2017 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. (March 3rd, 2017)

As a reminder, this conference call is being recorded. I would now like to conference over to Ms. Liz Sharp, Vice President of Investor Relations. Ma’am, you may begin.

American Outdoor Brands Corp – Contact: Liz Sharp, VP Investor Relations American Outdoor Brands Corporation (March 2nd, 2017)
Smith & Wesson Holding Corp – THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. (December 2nd, 2016)

Thank you, and good afternoon. Our comments today may contain predictions, estimates and other forward-looking statements. Our use of words like anticipates, project, estimate, expect, intend, believe and other similar expressions is intended to identify those forward-looking statements.

Smith & Wesson Holding Corp – Contact: Liz Sharp, VP Investor Relations Smith & Wesson Holding Corp. (December 1st, 2016)
Smith & Wesson Holding Corp – SECOND AMENDMENT TO CREDIT AGREEMENT (October 31st, 2016)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of October 27, 2016 (this “Amendment”) is entered into among SMITH & WESSON HOLDING CORPORATION, a Nevada corporation (the “Company”), SMITH & WESSON CORP., a Delaware corporation (“S&W”, and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors party hereto, the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”), and TD BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swingline Lender, TD SECURITIES (USA) LLC, as Joint Lead Arranger and Joint Book Runner, BRANCH BANKING AND TRUST COMPANY, as Joint Lead Arranger, Joint Book Runner and Co-Syndication Agent, REGIONS BUSINESS CAPITAL, as Joint Lead Arranger and Joint Book Runner, REGIONS BANK, as Co-Syndication Agent, WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger, Joint Book Runner and Co-Syndication Agent. All capitalized terms used herein and not otherwise defined herein shall have the

Smith & Wesson Holding Corp – AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF SMITH & WESSON HOLDING CORPORATION Amended as of October 17, 2016 (October 21st, 2016)

The following amendment to the Amended and Restated Bylaws of Smith & Wesson Holding Corporation (the “Corporation”) was duly adopted by the Board of Directors of the Corporation at a meeting held on October 17, 2016:

Smith & Wesson Holding Corp – THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. (September 2nd, 2016)

Our comments today may contain predictions, estimates, and other forward-looking statements. Our use of words like anticipate, project, estimate, expect, intend, believe, and other similar expressions is intended to identify those forward-looking statements. Forward-looking statements also includes statements regarding revenue, earnings per share, non-GAAP earnings per share, fully diluted share count, and tax rate for future periods; our product development, focus, objectives, strategies, and visions; our strategic evolution and organizational development; our market share and market demand for our product; market and inventory conditions related to our products and in our industry in general, and growth opportunities and trends.

Smith & Wesson Holding Corp – PURCHASE AGREEMENT by and between CRIMSON TRACE HOLDINGS, LLC, as the Seller, and SMITH & WESSON HOLDING CORPORATION, as the Buyer dated as of July 25, 2016 (July 26th, 2016)

This Purchase Agreement, dated as of July 25, 2016 (this “Agreement”), is entered into by and among Crimson Trace Holdings, LLC, a Washington limited liability company (the “Seller”), and Smith & Wesson Holding Corporation, a Nevada corporation (the “Buyer”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” This Agreement shall be interpreted in the manner set forth in Annex 1 to this Agreement and capitalized terms shall have the meanings assigned to such terms in such Annex.

Smith & Wesson Holding Corp – ASSET PURCHASE AGREEMENT By and Among BTI Tools, LLC, Taylor Brands, LLC, and the Members named herein July 15, 2016 (July 18th, 2016)

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 15th day of July, 2016, by and among (i) BTI Tools, LLC, a Delaware limited liability company (“Buyer”); (ii) Taylor Brands, LLC, a Tennessee limited liability company (the “Company”); and (iii) Stewart A. Taylor and Sheila G. Taylor (collectively the “Members” and each individually a “Member”).

Smith & Wesson Holding Corp – THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. (June 17th, 2016)

I would now like to introduce your host for today’s conference, Ms. Liz Sharp, Vice President, Investor Relations. Ma’am, please go ahead.

Smith & Wesson Holding Corp – THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. (March 4th, 2016)

I would now like to introduce you to our speaker for today’s call, Miss Liz Sharp, Vice President of Investor Relations. Ma’am, you may begin.

Smith & Wesson Holding Corp – THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. (December 9th, 2015)

And as a reminder, this call is being recorded for replay purposes. I would now like to turn the call over to Liz Sharp, Vice President of Investor Relations.

Smith & Wesson Holding Corp – SAFE HARBOR (September 10th, 2015)

Certain statements contained in this presentation may be deemed to be forward-looking statements under federal securities laws, and the Company intends that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include but are not limited to statements regarding the Company’s vision and mission; the Company’s strategic corporate objectives; the Company’s strategic roadmap; the demand for the Company’s products and services; inventory growth and channel conditions in the Company’s industry; the Company’s new products and strategic product development; strategic and financial benefits of vertical integration; strategic and financial benefits of the accessories acquisition; the Company’s markets and opportunities for growth as well as market drivers; the Company’s focus and strategies; and anticipated revenue, GAAP and non-GAAP earnings per share, tax rate, share count and capital expenditures for the Company in future periods. The

Smith & Wesson Holding Corp – SMITH & WESSON HOLDING CORPORATION 2013 INCENTIVE STOCK PLAN [Form of] Performance Stock Unit Award Grant Notice and Agreement (June 22nd, 2015)

Smith & Wesson Holding Corporation (the “Company”), pursuant to its 2013 Incentive Stock Plan (as amended, the “Plan”), hereby grants to the Participant named below a right to receive the number of Shares set forth below.  This Performance Stock Unit Award Grant Notice and Agreement (the “Agreement”) is subject to all of the terms and conditions as set forth herein and in the Plan, agreed to by the Participant, and incorporated herein in their entirety.  Each capitalized term in this Agreement shall have the meaning assigned to it in this Agreement, or, if such term is not defined in this Agreement, such term shall have the meaning assigned to it under the Plan.

Smith & Wesson Holding Corp – SMITH & WESSON HOLDING CORPORATION 2013 INCENTIVE STOCK PLAN [Form of] Restricted Stock Unit Award Grant Notice and Agreement (June 22nd, 2015)

Smith & Wesson Holding Corporation (the “Company”), pursuant to its 2013 Incentive Stock Plan (as amended, the “Plan”), hereby grants to the Participant named below a right to receive the number of Shares set forth below.  This Restricted Stock Unit Award Grant Notice and Agreement (the “Agreement”) is subject to all of the terms and conditions as set forth herein and in the Plan, agreed to by the Participant, and incorporated herein in their entirety.  Each capitalized term in this Agreement shall have the meaning assigned to it in this Agreement, or, if such term is not defined in this Agreement, such term shall have the meaning assigned to it under the Plan.

Smith & Wesson Holding Corp – SMITH & WESSON HOLDING CORPORATION 2013 INCENTIVE STOCK PLAN [Form of] Restricted Stock Unit Award Grant Notice and Agreement (June 22nd, 2015)

Smith & Wesson Holding Corporation (the “Company”), pursuant to its 2013 Incentive Stock Plan (as amended, the “Plan”), hereby grants to the Participant named below a right to receive the number of Shares set forth below.  This Restricted Stock Unit Award Grant Notice and Agreement (the “Agreement”) is subject to all of the terms and conditions as set forth herein and in the Plan, agreed to by the Participant, and incorporated herein in their entirety.  Each capitalized term in this Agreement shall have the meaning assigned to it in this Agreement, or, if such term is not defined in this Agreement, such term shall have the meaning assigned to it under the Plan.

Smith & Wesson Holding Corp – FIRST AMENDMENT TO MASTER LETTER OF CREDIT AGREEMENT (June 22nd, 2015)

THIS FIRST AMENDMENT TO MASTER LETTER OF CREDIT AGREEMENT, dated as of June 15, 2015 (this “Amendment”), is among Smith & Wesson Holding Corporation, a Delaware corporation (“Holdings”), Smith & Wesson Corp., a Delaware corporation (“S&W Corp.” and, together with Holdings, the “Customer”) and TD BANK, N.A. (the “Bank”).

Smith & Wesson Holding Corp – CREDIT AGREEMENT (June 22nd, 2015)

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 15, 2015, among SMITH & WESSON HOLDING CORPORATION, a Nevada corporation (the “Company”), SMITH & WESSON CORP., a Delaware corporation (“S&W”), and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors (as hereinafter defined) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and TD BANK, N.A., as Administrative Agent and Swingline Lender.

Smith & Wesson Holding Corp – SECOND AMENDMENT TO CREDIT AGREEMENT (April 15th, 2015)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of April 13, 2015 (this “Amendment”) is entered into among SMITH & WESSON HOLDING CORPORATION, a Nevada corporation (the “Company”), SMITH & WESSON CORP., a Delaware corporation (“S&W”, and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors party hereto, Wells Fargo Bank, N.A. (“Wells”), Regions Bank (“Regions” and together with Wells, the “Additional Lenders”), the other Lenders party hereto, and TD BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swingline Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

Smith & Wesson Holding Corp – AMENDED AND RESTATED BYLAWS OF SMITH & WESSON HOLDING CORPORATION Amended as of March 16, 2015 (March 20th, 2015)

The principal office of the Corporation shall be located at 2100 Roosevelt Avenue, Springfield, Massachusetts, 01104, and it may be changed from time to time by the Board of Directors. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

Smith & Wesson Holding Corp – UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS (February 26th, 2015)

On December 11, 2014, Smith & Wesson Holding Corporation, or SWHC, completed its previously announced acquisition of all of the issued and outstanding stock of Battenfeld Acquisition Company Inc., including its wholly owned subsidiary, Battenfeld Technologies, Inc., or BTI, for $130.5 million, plus a $3.8 million working capital adjustment for a total purchase price consideration of $134.3 million, pursuant to a Stock Purchase and Sale Agreement. The acquisition was financed using a combination of existing cash balances and cash from a $100.0 million draw on our existing line of credit, which was expanded to $125.0 million as a result of our partial exercise of the accordion feature on that line of credit, as further described in Item 2.03 of our Form 8-K filed with the Securities and Exchange Commission on November 26, 2014.

Smith & Wesson Holding Corp – FIRST AMENDMENT TO CREDIT AGREEMENT (November 26th, 2014)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of November 25, 2014 (this “Amendment”) is entered into among SMITH & WESSON HOLDING CORPORATION, a Nevada corporation (the “Company”), SMITH & WESSON CORP., a Delaware corporation (“S&W”, and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors party hereto, the Lenders party hereto, and TD BANK, N.A., as Administrative Agent and Swingline Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

Smith & Wesson Holding Corp – STOCK PURCHASE AND SALE AGREEMENT DATED NOVEMBER 25, 2014 BY AND AMONG CLEARVIEW BATTENFELD ACQUISITION COMPANY LLC, (THE “SELLER”), THE MEMBERS OF THE SELLER LISTED ON THE SIGNATURE PAGES HERETO (THE “MEMBERS”), AND SMITH & WESSON HOLDING CORPORATION (THE “BUYER”) (November 26th, 2014)

This STOCK PURCHASE AND SALE AGREEMENT (including the Exhibits and Schedules hereto, this “Agreement”) is made and entered into this 25th day of November, 2014, by and among Clearview Battenfeld Acquisition Company LLC, a limited liability company organized under the laws of the state of Delaware (the “Seller”), the members of the Seller as set forth on Schedule I hereto (the “Current Members”), the optionholders of the Seller as set forth on Schedule I hereto each of which will become members of the Seller prior to the Closing (the “Optionholders,” and collectively with the Current Members, the “Members”), and Smith & Wesson Holding Corporation, a Nevada corporation (the “Buyer”).

Smith & Wesson Holding Corp – I N V E S T O R P R E S E N T A T I O N September 2014 (September 3rd, 2014)

Certain statements contained in this presentation may be deemed to be forward-looking statements under federal securities laws, and the Company intends that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include but are not limited to statements regarding the Company_s vision and mission; the Company_s strategic corporate objectives and rules for success; the demand for the Company_s products and services; inventory growth and channel conditions in the Company_s industry; the Company_s new products and strategic product development; operational and financial benefits of vertical integration and timing and impact of investments in flexible production; returning value to the Company_s stockholders; the Company_s business plan and strategic roadmap; the Company_s markets and opportunities for growth as well as market drivers; the Company_s focus and strategies; anticipated revenue, GAAP earnings per share, tax rate, share cou