Unassociated Document


    Exhibit 10.4

     

    STOCKHOLDERS
SUPPORT AGREEMENT

     

    This
STOCKHOLDERS SUPPORT AGREEMENT (this “Agreement”) is
entered into between LOST ARROW LTD., a Japanese corporation (“Lost Arrow”), NAOE
SAKASHITA, an individual resident in Japan (“Sakashita”), and
EVEREST/SAPPHIRE ACQUISITION LLC, a Delaware limited liability company (“Purchaser”).

     

    WHEREAS,
Lost Arrow and Sakashita are both shareholders of Black Diamond Equipment Ltd.
(“Black
Diamond”); and

     

    WHEREAS,
the Purchaser and some of its affiliates have entered into an Agreement with
Black Diamond under which a merger will occur and an affiliate of the Purchaser
will become the sole shareholder of Black Diamond; and

     

    WHEREAS,
the Purchaser is requiring as a condition of the merger, that certain major
shareholders of Black Diamond enter into support agreements in connection with
the merger and Lost Arrow and Sakashita have agreed to enter into this Agreement
to satisfy that condition.

     

    NOW,
THEREFORE, the parties hereby agree as follows:

     

    I.           REPRESENTATIONS

     

    A.           Lost
Arrow.  Lost Arrow hereby represents that:

     

    1.           Lost
Arrow owns seven thousand eight hundred twenty (7,820) shares of stock of Black
Diamond, free and clear of any encumbrances or restrictions and has taken all
steps required for it to enter into this Agreement.

     

    2.           The
officers and directors of Lost Arrow do not Know of any fraud committed by the
Company in connection with the Merger Agreement or the Black Diamond
merger.  For purposes of this Agreement, “Know” means the actual
knowledge of the officers and directors of Lost Arrow without a duty of
investigation.

     

    B.           Sakashita.  Sakashita
hereby represents that:

     

    1.           He
owns forty five (45) shares of stock of Black Diamond, free and clear of any
encumbrances or restrictions.

     

    2.           He
does not Know of any fraud committed by the Company in connection with the
Merger Agreement or the Black Diamond merger.  For purposes of this
Agreement, “Know” means the actual knowledge of Sakashita without a duty of
investigation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    II.           INDEMNITY

     

    Each of
Sakashita and Lost Arrow hereby severally agree to indemnify the Purchaser and
its affiliates and hold them harmless from any loss they may suffer as a result
of any breach of the representations of Lost Arrow and Sakashita contained in
Section 1A and 1B of this Agreement or the confidentiality provisions
contained in Section III of this Agreement, provided that this obligation shall
not exceed the amount of the merger consideration actually paid to each of
them.

     

    III.           CONFIDENTIALITY

     

    Each of
Lost Arrow and Sakashita agree that for a three-year period commencing on the
closing date of the Merger, they shall not disclose, directly or indirectly, to
any person or use or purport to authorize any person to use any non-public
information which either of them received from Black Diamond concerning Black
Diamond or its business affairs provided that Lost Arrow may continue to use
such information solely in performing its duties as a Black Diamond distributor
to the extent required.

     

    IV.           AUTHORIZATION
OF STOCKHOLDERS REPRESENTATIVE

     

    Lost
Arrow and Sakashita hereby confirm their approval of the provisions of
Article 11 of the Merger Agreement relating to the Stockholders
Representative.  In addition, the Stockholders Representative is
hereby authorized to act for Lost Arrow and Sakashita in connection with the
closing of the Black Diamond merger with respect to the following
powers:

     

    1.           In
the event of an amendment to the Merger Agreement which is approved by the Board
of Directors of the Company to confirm, to the Purchaser that this Agreement,
and any other consents delivered by Lost Arrow or Sakashita, remain in full
force and effect; and

     

    2.           To
sign and deliver such immaterial modifications or waivers in connection with
this Agreement, or to the extent any stockholder consent is required, the Merger
Agreement or the Escrow Agreement.

     

    V.           GOVERNING
LAW AND JURISDICTION

     

    This
Agreement shall be governed by the laws of the State of
Delaware.  Each party to this Agreement agrees to the exclusive
jurisdiction of the state courts of the State of Delaware, located in Newcastle
County (or to the United States District Court for the District of Delaware) for
the purpose of any action arising out of this Agreement.

     

    [signature
page follows]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    DATED as
of the 8th day of May, 2010.

     

    
      
        
          
            
              
                	
                        PURCHASER:

                      	
                        EVEREST/SAPPHIRE
      ACQUISITION, LLC,

                      
	 
      	
                        a
      Delaware limited liability company

                      
	 
      	 
      
	 
      	
                        By: /s/
      Philip A. Baratelli

                      
	 
      	
                                   
      Philip
      A.
      Baratelli                            
      

                      
	 
      	
                                           [print
      name]

                      
	
                         

                      	
                        
                          Its:      
      Secretary
      and Treasurer
                      
       

                        

                      
	 
      	 
      
	
                        LOST
      ARROW:

                      	
                        LOST
      ARROW LTD.,

                      
	 
      	
                        a Japanese
      corporation

                      
	 
      	 
      
	 
      	
                        By:
      /s/ Naoe Sakashita           

                      
	 
      	            Naoe Sakashita              
	 
      	
                                               
      [print name]

                      
	 
      	
                        Its:      
      President               

                      
	 
      	 
      
	
                        SAKASHITA:

                      	 
      
	 
      	 
      
	 
      	
                        /s/
      Naoe
      Sakashita                                           
      

                      
	 
      	
                        NAOE
      SAKASHITA