Irrevocable Proxy Coupled With Interest Sample Contracts

IRREVOCABLE PROXY COUPLED WITH INTEREST

Irrevocable Proxy Coupled With Interest • July 24th, 2009 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles)

• Contract Type
  Irrevocable Proxy Coupled With Interest
• Filed
  July 24th, 2009
• Company
  Smith & Wesson Holding Corp
• Industry
  Ordnance & accessories, (no vehicles/guided missiles)

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.