Matthew Gelfand

Waiver and Amendment No. 1 to Agreement and Plan Merger (August 19th, 2010)

This Waiver and Amendment No. 1 to Agreement and Plan of Merger (the Waiver and Amendment) is made and entered into as of August 19, 2010, by and among Smith & Wesson Holding Corporation, a Nevada corporation (S&W), Universal Safety Response, Inc., a Delaware corporation (USR), and William C. Cohen, Jr. (Stockholders Representative), on behalf of the former stockholders of Universal Safety Response, Inc., a New York corporation (Old USR).

Smith & Wesson Holding Corporation and Certain Affiliated Entities Amendment No. 3 and Joinder to Credit Agreement (December 10th, 2009)

This Amendment No. 3 and Joinder to Credit Agreement (this Amendment No. 3) dated as of July 20, 2009 (the Amendment Date), is among Smith & Wesson Holding Corporation, a Nevada corporation (Holdings), Smith & Wesson Corp., a Delaware corporation (S&W Corp.), Thompson/Center Arms Company, Inc., a New Hampshire corporation (TCAC and, together with Holdings and S&W Corp., the Initial Borrowers), Thompson Center Holding Corporation, a Delaware corporation (TCHC), Fox Ridge Outfitters, Inc., a New Hampshire corporation (Fox Ridge), Bear Lake Holdings, Inc., a Delaware corporation (Bear Lake), K.W. Thompson Tool Company, Inc., a New Hampshire corporation (K.W. Thompson), O.L. Development, Inc., a New Hampshire corporation (O.L. Development), and Universal Safety Response, Inc. (formerly known as SWAC-USR II, Inc.), a Delaware corporation, successor by merger to Universal Safety Response, Inc., a New York corporation, successor by merger to SWAC USR-I, Inc., a Delaware corporation (the New S

Irrevocable Proxy Coupled With Interest (July 24th, 2009)

Reference is made to that certain Agreement and Plan of Merger, dated as of June 18, 2009 (the Merger Agreement), among Smith & Wesson Holding Corporation, a Nevada corporation (S&W); SWAC-USR I, Inc., a Delaware corporation and wholly owned subsidiary of S&W; SWAC-USR II, Inc., a Delaware corporation and wholly owned subsidiary of S&W; Universal Safety Response, Inc., a New York corporation; and William C. Cohen, Jr., as Stockholders Representative. Capitalized terms used but not defined in this Irrevocable Proxy Coupled With Interest shall have the meanings assigned to such terms in the Merger Agreement.

Voting Agreement (June 19th, 2009)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of June 18, 2009, by and among Smith & Wesson Holding Corporation, a Nevada corporation (S&W), SWAC-USR I, Inc., a Delaware corporation and wholly owned subsidiary of S&W (SWAC I), and the persons listed on Schedule 1 attached hereto (each a Principal Stockholder, and collectively, the Principal Stockholders).