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EXHIBIT 10.42
VOTING AGREEMENT
VOTING
AGREEMENT, dated as of December 15, 2006, among SMITH &
WESSON
HOLDING CORPORATION, a Nevada corporation ("Smith & Wesson"),
and the other
Persons listed on the signatures page hereto (each a "Stockholder"
and
collectively "Stockholders").
WITNESSETH
WHEREAS,
as of the date hereof, each Stockholder beneficially owns the
number of shares of common stock and preferred stock of Bear Lake
Acquisition
Corporation, a Delaware corporation ("Bear Lake") set forth
opposite such
Stockholder's name on Schedule I hereto (all shares so owned and
that may
hereafter be acquired by any Stockholder prior to the termination
of this
Agreement, whether upon the exercise of options, conversion of
convertible
securities, exercise of warrants, purchase, dividend, distribution,
or
otherwise, being referred to herein with respect to each
Stockholder as
"Shares"); and
WHEREAS,
contemporaneously with the execution and delivery of this
Agreement, Bear Lake and Stockholders are entering into an
Agreement and Plan of
Merger, dated as of the date hereof (as such agreement may
hereafter be amended
from time to time, the "Merger Agreement"), with Smith & Wesson
and SWAC-TC,
Inc., a Delaware corporation that is a wholly owned subsidiary of
Smith & Wesson
("SWAC"), which provides for, upon the terms and subject to the
conditions set
forth therein, the merger of SWAC with and into Bear Lake (the
"Merger"); and
WHEREAS,
pursuant to the Merger Agreement, Bear Lake has agreed to call
a
special meeting of its stockholders or obtain an Action by
Unanimous Consent of
Stockholders for the purpose of approving the Merger Agreement and
the Merger
(the "Proposal"); and
WHEREAS,
in consideration of Smith & Wesson entering into the Merger
Agreement and incurring fees and expenses relating to the Merger,
Stockholders
have agreed to enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants
and agreements herein contained, and intending to be legally bound
hereby, Smith
& Wesson and Stockholders hereby agree as follows:
SECTION
1
VOTING OF SHARES; AND OTHER COVENANTS OF THE STOCKHOLDERS
1.1 VOTING
OF SHARES. From the date hereof until termination of this
Agreement pursuant to Section 3.2 (the "Term"), at any meeting of
the
stockholders of Bear Lake called to vote on the Proposal or at any
adjournment
or postponement thereof, and in any action by consent of the
stockholders of
Bear Lake with respect to which approval of the Proposal is sought,
each
Stockholder shall (a) appear at such meeting or otherwise cause
such
Stockholder's Shares to be counted as present thereat for purposes
of
establishing a quorum and vote (or cause to be voted) such
Stockholder's Shares
in favor of the Proposal and such other
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matters as may be necessary or advisable to consummate the
transactions
contemplated by the Merger Agreement or (b) execute a Unanimous
Consent in
Writing to the same effect.
1.2 NO
INCONSISTENT ARRANGEMENTS. Except as contemplated by this
Agreement, no Stockholder shall during the Term (a) grant any
proxy,
power-of-attorney, or other authorization in or with respect to
such
Stockholder's Shares that is inconsistent with the terms hereof,
(b) deposit
such Stockholder's Shares into a voting trust or enter into a
voting agreement
or arrangement with respect to such Stockholder's Shares, (c) sell,
transfer,
pledge, encumber, assign, or otherwise dispose of or enforce or
permit the
execution of the provisions of any redemption, share purchase or
sale,
recapitalization, or other agreement with Bear Lake or enter into
any contract,
option, or other arrangement or understanding with respect to the
offer for
sale, sale, transfer, pledge, encumbrance, assignment, or other
disposition of
any of such Stockholder's Shares, except to a person who agrees in
writing to be
bound by the terms and conditions of this Agreement as a
Stockholder, or (d)
take any other action that would in any way restrict, limit, or
interfere with
the performance of such Shareholder's obligations hereunder or the
transactions
contemplated hereby or by the Merger Agreement.
1.3
DISCLOSURE. Stockholder hereby authorizes Smith & Wesson and
Bear Lake
to publish and disclose in any filing with the SEC such
Stockholder's identity
and ownership of Shares and the nature of such Stockholder's
commitments,
arrangements, and understandings under this Agreement and the
Merger Agreement.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each
Stockholder severally hereby represents and warrants as
follows:
2.1
AUTHORITY. Such Stockholder has all requisite power and authority
to
enter into this Agreement and to fulfill such Stockholder's
obligations under
this Agreement. This Agreement has been duly executed and delivered
by and
constitutes a legal, valid, and binding agreement of such
Stockholder
enforceable against such Stockholder in accordance with its terms,
except that
(a) such enforcement may be subject to bankruptcy, insolvency,
reorganization,
moratorium, or other similar laws nor or hereafter in effect
relating to
creditors' rights, and (b) the remedy of specific performance and
injunctive and
other forms of equitable relief may be subject to equitable defines
and to the
discretion of the court before which nay proceeding therefor may be
brought.
2.2
REQUIRED FILINGS AND CONSENTS. The execution, delivery, and
performance of this Agreement by such Stockholder will not violate
or result in
a breach by such Stockholder of, or constitute a default under, or
conflict
with, or cause any acceleration of any obligation with respect to
(a) any
provision or restriction of any governing instrument or document,
stockholders'
agreement, voting trust, proxy, or other similar agreement, (b) any
loan
agreement, indenture, lease, or mortgage to which such Stockholder
is a party or
by which such Stockholder is bound, or (c) any order, judgment,
award, decree,
law, rule, ordinance, regulation, or other restriction of any kind
or character
to which any assets or properties of such Stockholder is subject or
by which
such Stockholder is bound.
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2.3
OWNERSH
