Smith & Wesson Brands, Inc.

The foregoing amounts are subject to a post-closing adjustment, to be settled in cash, as further described in the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants of the parties, as well as customary indemnification provisions. Additionally, the Company obtained a customary representations and warranties insurance policy. The Seller has agreed to customary non-competition and non-solicitation covenants. The payment obligations of the Seller in respect of the post-closing adjustment and its indemnification obligations under the Merger Agreement are guaranteed by JDH pursuant to a guaranty delivered at the Closing.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Further, the Investor Rights Agreement provides for customary registration rights with respect to the shares of Common Stock issued to the Seller as a portion of the Merger Consideration, subject to customary limitations, including with respect to minimum offering size and the maximum number of demands and underwritten shelf takedowns within specified periods. The Company has agreed to use its commercially reasonable efforts to file a resale shelf registration statement on Form S-3 covering those shares no later than 60 days following the Closing Date.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investor Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Item 3.02.

Unregistered Sales of Equity Securities.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

There are no family relationships between Mr. Fertitta and any director or executive officer of the Company, and there are no transactions in which Mr. Fertitta has an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K other than the Merger Agreement, the Investor Rights Agreement and the transactions described in this report.

Mr. Fertitta, age 50, is a Managing Director of JDH Capital Company, where he leads its real estate and royalty and minerals strategies and serves on its investment committee. Prior to joining JDH Capital Company, Mr. Fertitta served as Senior Vice President, General Counsel and Corporate Secretary of each of Hilcorp Energy Company and Harvest Midstream Company, and previously held positions at Och-Ziff Capital Management and in private law practice.