UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Firearms Training Systems, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
318120102
(CUSIP Number)
Bank of America Corporation
100 North Tryon Street
Charlotte , NC 28255
704.386.2330 - Reinhard Freimuth
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sec. 240.13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 318120102 13D Page 2 of 15 Pages
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Bank of America Corporation - 560906609
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions). Subject shares have been acquired in
partial satisfaction of restructured loans.
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). N/A
6. Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power. 0
8. Shared Voting Power. 12,757,426
9. Sole Dispositive Power. 0
10. Shared Dispositive Power. 12,757,426
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 12,757,426
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 18.56%
14. Type of Reporting Person (See Instructions). HC
CUSIP No. 318120102 13D Page 3 of 15 Pages
2. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). NB Holdings Corporation - 56-1857749.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions). Subject shares have been acquired in
partial satisfaction of restructured loans.
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). N/A
6. Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power. 0
8. Shared Voting Power. 12,757,426
9. Sole Dispositive Power. 0
10. Shared Dispositive Power. 12,757,426
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 12,757,426
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 18.56%
14. Type of Reporting Person (See Instructions). HC
CUSIP No. 318120102 13D Page 4 of 15 Pages
3. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Bank of America, N.A. - 94-1687665
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions). Subject shares have been acquired in
partial satisfaction of restructured loans.
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e). N/A
6. Citizenship or Place of Organization. US National Bank
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power. 12,757,426
8. Shared Voting Power. 0
9. Sole Dispositive Power. 12,757,426
10. Shared Dispositive Power. 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 12,757,426
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 18.56%
14. Type of Reporting Person (See Instructions). BK
Page 5 of 15 Pages
Item 1.
Security and Issuer
Class A Common Stock. Firearms Training Systems, Inc., 7340 McGinnis Ferry
Road, Suwanee, Georgia 30174
Item 2.
Identity and Background
If the person filing this statement or any person enumerated in Instruction C
of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place
of its organization, its principal business, the address of its principal
office and the information required by (d) and (e) of this Item. If the
person filing this statement or any person enumerated in Instruction C is
a natural person, provide the information specified in (a) through (f) of
this Item with respect to such person(s).
Item 3.
Source and Amount of Funds or Other Consideration
The subject shares have been acquired in partial satisfaction of restructured
loans made by the person filing this statement.
Item 4.
Purpose of Transaction
The purpose of the acquisition of securities of the issuer is described in Item
3 above.
Restructure Transaction
On August 25, 2000, Firearms Training Systems, Inc. (FATS), its lenders
and a substantial shareholder completed a restructuring transaction with
retroactive effect to April 1, 2000 which significantly reduced FATS'
outstanding indebtedness. The lenders have been issued Preferred Stock and
Class A Common Stock in partial satisfaction of existing revolving loans, and
accrued interest under those revolving loans, as of March 31, 2000 and in
partial satisfaction of certain term loans and accrued interest under those
loans of March 31, 2000, made to FATS.
In connection with the restructuring, FATS and holders of its outstanding
debt and preferred stock exchanged all such debt and preferred stock,
aggregating approximately $82 million, for the following:
A new senior secured revolving credit line in the amount of approximately
$881,000 to support existing letters of credit and future working capital
requirements.
$12 million of senior secured debt with cash interest payable at prime plus
1% and no principal payments due until maturity in 2003, with a one year
extension at FATS' option.
Page 6 of 15 Pages
$23 million of junior secured debt with 10% interest payable in additional
notes or cash, depending on FATS' profitability, and no principal payments
until maturity in 2003, with a one year extension at FATS' option.
Approximately $21 million of new preferred stock with a 10% cumulative dividend
rate payable in additional shares of preferred stock. No dividends or other
distributions junior ranking to this preferred stock shall be paid, declared or
set apart until all accrued dividends of this preferred stock has been declared
and paid. This new preferred stock must be redeemed by FATS when junior
secured debt is repaid.
Approximately 49 million additional shares of Class A Voting Common Stock (the
"Class A Common Stock"). Valued at $0.50 per share based upon the twenty
trading days ending April 27, 2000. As a result of this share issuance, FATS'
senior lenders have the power to vote a majority of FATS' voting common stock.
Warrants to purchase 2,000,000 shares of Class A Common Stock with an exercise
price of $0.25 issued to a substantial shareholder.
Amended warrants already held by a substantial shareholder to purchase
3,246,164 shares of Class A Common Stock at $1.00 per share by providing
for payment of the exercise price in cash rather than the Series A
Preferred Stock and making a slight adjustment in the original exercise
price of $1.03 per share.
Certain of the securities described above were issued to a substantial
shareholder.
Change of Control
In connection with the restructure, 40,235,548 shares of Class A Common
Stock constituting 58.53% of the Class A Common Stock were issued to the
lenders under FATS' senior credit agreement as partial consideration of
the exchange by the lenders of FATS' senior indebtedness at March 31,2000
as follows:
(1) Class A Voting (2) Name of Beneficial (3) Number of Shares (4)
Percent
Common Stock Owner Beneficially Owned of Class
Class A Voting Bank of America 12,307,203 shares 17.90%
Common Stock
Class A Voting BHF Capital Corp. 7,100,391 shares 10.33%
Common Stock
Class A Voting U.S. Bank National 4,260,375 shares 6.20%
Common Stock Association
Class A Voting First Source Financial 9,467,188 shares 13.77%
Common Stock LLP
Page 7 of 15 Pages
All of the foregoing shares are held pursuant to a Voting and Stock
Restriction Agreement dated as of April 1, 2000 and entered into on August 25,
2000 whereby the lenders agreed to vote such shares as determined by lenders
holding a majority of the commitments to provide revolving credit advances (the
"Required Lenders") and granted an irrevocable proxy to Bank of America, N.A.,
to vote as so directed. In addition, a substantial shareholder agreed that on
or before September 30, 2000, three of the four directors of FATS who are
affiliated with the substantial shareholder would resign unless the Required
Lenders asked them not to resign. The Required Lenders agreed for so long as
the Voting and Stock Restriction Agreement was in effect to vote their shares
of one qualified person affiliated with the substantial
shareholder nominated by the substantial shareholder to the Board of
Directors such that one such person was serving on the Board at all times.
Pursuant to a letter agreement, the substantial shareholder also agreed
to cooperate in appointing candidates proposed by the lenders to the
Board of Directors, who will collectively constitute a majority of the
Board of Directors to serve until the next election of directors.
In addition, all parties agreed to cooperate to identify and urge the
selection of a mutually acceptable, qualified candidate to
serve as an active Chairman of the Board of Directors and to give due
consideration in that regard to selection of a representative of the
management consultant required to be retained by FATS pursuant to
FATS' senior credit agreement.
Item 5.
Interest in Securities of the Issuer
(a)
See Items 11 and 13 of the cover page.
(b)
See Items 7 through 10 of the cover page.
(c)
N/A
(d)
See Item 4, "Change of Control."
(e)
N/A
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
See Item 4, "Change of Control."
Item 7.
Material to Be Filed as Exhibits
Exhibit 7(1). August 25, 2000 Letter Agreement.
Exhibit 7(2). Voting and Stock Restriction Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Page 8 of 15 Pages
September 5, 2000
Date
/s/ Reinhard Freimuth
Signature
Reinhard Freimuth
Vice-President
Name/Title
Exhibit 7(1)
[Bank of America (r) Logo]
Bank of America
NC-002-31-31
101 South Tryon Street
Charlotte, NC 28255
August 25, 2000
Centre Capital Investors II, L.P.
Centre Partners Coinvestment, L.P.
Centre Capital Offshore Investors II, L.P.
Centre Capital Tax-exempt Investors II, L.P.
c/o Mr. Scott Perekslis
Centre Partners Management, LLC
30 Rockefeller Plaza, 50th Floor
New York, NY 10020
Re: Firearms Training Systems, Inc.
Dear Scott:
The purpose of this letter is to confirm our understanding regarding the
make up of the Board of Directors of Firearms Training Systems, Inc. (the
"Company"). As you know, the lenders (the "Lenders") under the Second Amended
and Restated Credit Agreement and Partial Exchange Agreement dated as of April
1, 2000 (the "Amended Agreement") closed today on a restructuring of the
Company and, as a result, have been issued Class A common stock of the
Company constituting a majority of the Class A common stock.
Each of the addressees (the "Centre Entities") also consummated exchange
transactions with the Company
and accepted notes for certain indebtedness of the Company and its
subsidiaries owed to them, all as a part of the restructuring.
As a result, the Centre Entities, which were the owners of
approximately 49% of the issued and
outstanding Class A common stock of the Company prior to the restructuring,
remain significant common shareholders of the Company. Furthermore,
immediately prior to the restructuring, the Centre Entities were
assigned certain interests under the predecessor of the Amended
Agreement and are now Lenders under the Amended Agreement.
Page 9 of 15 Pages
The Lenders have also entered into a Voting Agreement which, among other
things, requires the Lenders to vote their common shares together upon the
request of the Required Lenders (as defined in the Amended Agreement).
In connection with the restructuring of the Company, we have agreed to the
following with respect to the Board of Directors of the Company:
1. At the request of Required Lenders before September 30, 2000, three of the
four directors of the Company affiliated with Centre will resign on September
30, 2000.
2. As long as the Voting Agreement or any successor agreement is in effect, the
Required Lenders will cause the Lenders to vote their shares subject to the
Voting Agreement or its successor for the election of a qualified person
affiliated with the Centre Entities (any existing or former members of the
Board affiliated with Centre being deemed qualified) nominated by the Centre
Entities such that one such person is serving on the Board during such time.
3. The Lenders and the Centre Entities will cooperate in good faith to identify
and urge the selection of mutually acceptable, qualified candidates to
constitute a majority of the Board of Directors of the Company during the
interim before the next election of directors.
4. The Lenders and the Centre Entities will cooperate in good faith to identify
and urge the selection of a mutually acceptable, qualified candidate to serve
as an active Chairman of the Board of Directors of the Company. A
representative of the management consultant to be retained by the
Company pursuant to the Amended Agreement shall be given due
consideration by the Lenders and the Centre Entities as a candidate to
serve as the Chairman of the Board of Directors of the Company.
To evidence this understanding, we ask each of the Lenders and each of the
Centre Entities to execute this letter agreement acknowledging your agreement
to the foregoing and return it to the undersigned.
Sincerely,
/s/ Reinhard Freimuth
Reinhard Freimuth
Vice President
Page 10 of 15 Pages
Agreed to:
NON_CENTRE LENDERS:
BANK OF AMERICA, N.A., as Agent, and individually
as a Lender
By: /s/ Reinhard Freimuth_____________
Name: Reinhard Freimuth
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Michael J. Porcello_____________
Name: Michael J. Porcello
Title: Assistant Vice President
FIRST SOURCE FINANCIAL LLP, by First
Source Financial, Inc., as
Agent/Manager
By:__/s/ Jeffrey A. Cerny_____________
Name: Jeffrey A. Cerny
Title: Senior Vice President
BHF (USA) CAPITAL CORPORATION
By:__/s/ Evon Contos and /s/ Nina Zhou
Name: Evon Contos and Nina Zhou
Title: Managing Director and Associate
CENTRE ENTITIES,individually and as Lenders:
CENTRE CAPITAL INVESTORS II, L.P. CENTRE
CAPITAL TAX-EXEMPT INVESTORS II, L.P.
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P.
By: Centre Partners II, L.P., as General Partner
By: Centre Partners Management LLC, as
Attorney-in-Fact
By: __/s/ Jonathan H. Kagan______________________
Page 11 of 15 Pages
Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.
By: Centre Partners II LLC, as General Partner
By: ___/s/ Jonathan H. Kagan_____________________
Managing Director
Exhibit 7(2)
VOTING AND STOCK RESTRICTION AGREEMENT
This Voting and Stock Restriction Agreement dated as of April 1, 2000 is
made by and among the financial institutions listed on the signature pages
hereof and BANK OF AMERICA, N.A., successor in interest to NationsBank, N.A.,
as Agent.
RECITALS
This Voting and Stock Restriction Agreement (this "Voting Agreement") is
entered into pursuant to the terms of the Second Amended and Restated Credit
Agreement and Partial Exchange Agreement (the "Amended Agreement") dated as of
April 1, 2000 among Firearms Training Systems, Inc. (the "Parent"), FATS, Inc.,
the financial institutions listed on the signature pages thereof and the Agent.
Capitalized terms used in this Voting Agreement and not defined herein shall
have the same meanings as in the Amended Agreement.
Pursuant to the Amended Agreement the Lenders agreed to accept the Lender
Preferred Stock and the Lender Common Stock in partial satisfaction of the
Existing Loans. The Lenders and the Agent wish to set forth certain agreements
with respect to voting of the Lender Common Stock and the sale or other
transfer of the Lender Common Stock and the Lender Preferred Stock.
AGREEMENT
1. VOTING
(a) The Lenders agree that the Required Lenders may direct that all of
the Lender Common Stock be voted on any matter put to a vote of the holders of
the Class A Common Stock of the Parent (the "Shareholders") as the Required
Lenders direct, and each of the Lenders will vote its shares of Lender Common
Stock individually as directed by the Required Lenders. If no such direction
is given, each Lender may vote its shares as it may determine.
(b) Whenever any matter is to be put to a vote of the Shareholders, in
connection with any annual or special meeting of the Shareholders, the Agent
Page 12 of 15 Pages
will, no later than 30 Business Days before the date of such vote, request that
each Lender advise the Agent how it wishes the Lender Common Stock to be voted.
Each Lender will advise the Agent how it wishes the Lender Common Stock to be
voted, in writing, no later than 21 Business Days before the date of the vote.
If the Agent receives direction from Lenders constituting the Required Lenders,
the Agent shall notify each of the Lenders of such direction within 7 Business
Days of such vote and the Lenders agree to timely vote the Lender Common Stock
as so directed. No Lender shall vote its Lender Common Stock prior to 7
Business Days before such vote.
(c) In order to insure that voting of the Lender Common Stock is carried out
in accordance with the terms of this Voting Agreement, each of the Lenders may
execute and deliver an irrevocable proxy in the form of Exhibit A attached
hereto granting to the Agent the right to vote the Lender Common Stock, either
by voting at a meeting of Shareholders or by executing and delivering
shareholder written consents.
(d) The Lenders will retain individually all other rights of a shareholder
under the General Corporation Law of Delaware, including the right to receive
dividends directly.
2. RESTRICTIONS ON SALE OF STOCK
(a) No Lender will sell, assign, pledge or otherwise transfer any shares
of its Lender Common Stock or Lender Preferred Stock except in accordance with
the terms of this Voting Agreement.
(b) A Lender may sell or transfer all or a portion of its Lender Common
Stock or Lender Preferred Stock at any time to an Affiliate of such Lender,
another Lender or an Affiliate of another Lender subject to the terms of this
Voting Agreement provided that the Agent is notified of such sale or transfer
10 Business Day before such transfer is consummated..
(c) A Lender (or its tranferee subject to the foregoing subsection (b))
that otherwise desires to sell (a "Selling Lender") any shares of its Lender
Common Stock or Lender Preferred Stock (the "Offered Shares") shall deliver
notice (the "Seller's Notice") to the Agent at least 60 Business Days before
the date of such proposed sale (the "Sale"), specifying the proposed
purchaser and the terms of the Sale, including price, and whether such
Sale is subject to the terms of this Voting Agreement.
The Selling Lender will provide the Agent with
such additional information concerning the Sale as the Agent may reasonably
request. The Agent will deliver notice (the "Agent's Notice") of the Sale to
the other Lenders, specifying the terms of the Sale, within 5 Business Days
after receipt of the Seller's Notice. Within 30 Business
Days after receipt of the Agent's Notice, each other Lender will advise the
Agent whether it approves the Sale, provided that each Lender may condition its
approval of the Sale upon such Lender's selling in the Sale a percentage of the
Offered Shares equal to its Applicable Percentage. If Lenders which hold a
majority of the Lender Common Stock and the Lender Preferred Stock, after
subtracting the Selling Lender's Lender Common Stock and Lender Preferred
Stock, approve the Sale, the Selling Lender may sell the Offered Shares,
subject to the rights of any other Lender to sell a pro rata share of
the Offered Shares as described above.
Page 13 of 15 Pages
(d) The certificates representing the Lender Common Stock and the Lender
Preferred Stock will bear the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AND STOCK
RESTRICTION AGREEMENT DATED AS OF APRIL 1, 2000, AMONG BANK OF AMERICA, N.A.,
AS AGENT, AND THE FINANCIAL INSTITUTIONS PARTY TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS OF APRIL 1, 2000 AMONG FIREARMS
TRAINING SYSTEMS, INC., FATS, INC., THE AGENT AND SUCH FINANCIAL
INSTITUTIONS. BY ACCEPTING ANY INTEREST IN THE SHARES REPRESENTED
BY THIS CERTIFICATE, THE PERSON ACCEPTING SUCH INTEREST SHALL BE
DEEMED TO AGREE TO AND SHALL BECOME BOUND BY THE PROVISIONS OF
SUCH VOTING AND STOCK RESTRICTION AGREEMENT.
(e) After the first anniversary of the date of execution of this Voting
Agreement, the restrictions contained in this Section 2 may be modified by the
affirmative vote of the Required Lenders.
(f) No Restriction With Respect To Other Stock. Nothing in this
Agreement or any other Loan Document shall affect or redirect the rights which
any Lender may have as the holder of any shares of any class of capital stock
(or in respect of any interests therein) of the Parent which is not Lender
Common Stock or Lender Preferred Stock ("Other Stock"). No Lender shall be
required by this Agreement or the other Loan Documents to take any action, or
refrain from taking any action in respect of any Other Stock owned by it or in
which it has an interest.
3. MISCELLANEOUS
(a) This Voting Agreement shall be binding upon and inure to the benefit
of permitted successors and assigns. This Voting Agreement constitutes the
final and entire agreement among the parties with respect to the subject matter
hereof, and may not be amended except in a writing signed by the parties
(except as provided in Section 2(e) above. If any provision of this Voting
Agreement is held to be unenforceable, the enforceability of the remaining
provisions shall not be affected. This Agreement may be executed in
counterparts, all of which taken together constitute this Voting Agreement.
Any notices delivered pursuant to this Voting Agreement shall be
delivered in accordance with the terms of the Amended Agreement.
(b) This Voting Agreement shall be construed in accordance with and
(c) governed by the laws of the State of Delaware.
(c) This Voting Agreement shall terminate on April 1, 2004.
IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.
NON CENTRE ENTITIES
BANK OF AMERICA, N.A., as Agent, and
individually as a Lender
Page 14 of 15 Pages
By: /s/ Reinhard Freimuth
Name: Reinhard Freimuth
Title: Vice-President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Michael J. Porcello
Name: Michael J. Porcello
Title: Assistant Vice-President
FIRST SOURCE FINANCIAL LLP, by First Source
Financial, Inc., as Agent/Manager
By: /s/ Jeffrey A. Cerny
Name: Jeffrey A. Cerny
Title: Senior Vice-President
BHF (USA) CAPITAL CORPORATION
By: /s/ Evon Contos
Name: Evon Contos
Title: Managing Director
By: /s/ Nina Zhau
Name: Nina Zhau
Title: Associate
CENTRE ENTITIES, individually and as Lenders
CENTRE CAPITAL INVESTORS II, L.P. CENTRE
CAPITAL TAX-EXEMPT INVESTORS II, L.P.
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P.
By: Centre Partners II, L.P., as General Partner
By: Centre Partners Management LLC, as
Attorney-in-Fact
By: /s/ Jonathan H. Kagan
Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.
By: Centre Partners II LLC, as General Partner
By: /s/ Jonathan H. Kagan
Managing Director
Page 15 of 15 Pages
EXHIBIT A
FIREARMS TRAINING SYSTEMS, INC. IRREVOCABLE PROXY
The undersigned agrees to, and hereby grants to Bank of America, N.A., as
Agent, an irrevocable proxy pursuant to the provisions of Section 212 of the
Delaware General Corporation Law to vote, or to execute and deliver written
consents or otherwise to act with respect to, all shares of Class A Common
Stock
of Firearms Training Systems, Inc. (the "Parent") now owned or hereafter
acquired by the undersigned as fully, to the same extent and with the same
effect as the undersigned could do under any applicable law or regulations
governing the rights and powers of shareholders of a Delaware corporation, as
provided in a Voting and Stock Restriction Agreement dated as of April 1, 2000
among the undersigned, the Agent and certain other shareholders of the Parent
(the "Voting Agreement"). The undersigned hereby affirms that this proxy is
given as a condition of the Voting Agreement and as such is coupled with an
interest and irrevocable.
THIS PROXY SHALL REMAIN IN EFFECT AND BE ENFORCEABLE AGAINST ANY
TRANSFEREE OF THE STOCK OF THE UNDERSIGNED.
Date:_____________________ _________________________________
Shareholder
