1
EXHIBIT 10.14
April 5, 1994
Xx. Xxxxx X. Xxxxxx
J-A-K Pacific Video
Warranty and Repair Services, Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxxxxxx 00000
RE: Sale of Shares of Common Stock of J-A-K Pacific Video Warranty
and Repair Services, Inc., a California corporation ("J-A-K"),
by Xxxxx X. Xxxxxx ("Seller") to Ultrak, Inc., a Colorado
corporation ("Purchaser")
Dear Abeer:
Seller desires to sell and Purchaser desires to purchase some or all
of the shares of Common Stock of J-A-K in the following manner and subject to
and in consideration for the following terms and conditions:
1. Seller and J-A-K represent and warrant that J-A-K has recently
acquired and now owns certain inventory, customer lists, service equipment,
office furniture, contracts, accounts receivable, and other assets free and
clear of any liens, liabilities, claims and encumbrances. Notwithstanding
anything to the contrary contained in this Letter Agreement, Purchaser shall
not assume or become in any way liable for any debt, liability, claim or
obligation of Seller or J-A-K, except for warranty costs.
2. Seller agrees to sell, convey, transfer, assign and deliver to
Purchaser, and Purchaser agrees to purchase from Seller, 56% of all of the
shares of Common Stock of J-A-K owned by Seller (the "Purchase Stock"), free
and clear of all liens, liabilities, claims and encumbrances.
3. The purchase price (the "Purchase Price") for the Purchase
Stock shall be $400,000.00, PLUS any and all amounts that Purchaser owes to
Seller and/or J-A-K as designated in the Settlement Statement (the "Settlement
Statement") attached as Exhibit A hereto (which shall include a $173,315.00
entry), LESS any and all amounts that Seller and/or J-A-K owe to Purchaser as
designated in the Settlement Statement, of which (a) an amount equal to the
Purchase Price LESS $400,000.00 (such amount shall hereinafter be referred to
as the "Closing Payment") shall be paid to Seller at Closing (as defined
below); (b) $100,000.00 shall be paid to Seller on or before 90 days after the
Closing Date (as defined below); (c) $100,000.00 shall be paid to Seller on or
before 240 days after the Closing Date; and (d) $200,000.00 shall be paid to
Seller on or before January 16, 1995. If the Closing Payment is a negative
number, then an amount equal to the product of the Closing Payment and -1.0
shall be paid by Seller to Purchaser at Closing. Purchaser shall not be
obligated to make the payments described in (b), (c) and (d) of this Section 3
unless and until a Certificate of Merger (the "Certificate of Merger") has been
issued by the Secretary of State of California in connection with the Agreement
of Merger that was originally filed by J-A-K
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April 5, 1994
Page 2
with the Secretary of State of California on April 4, 1994. Seller and J-A-K
hereby covenant and agree to use her and its best efforts to effect the
issuance of the Certificate of Merger.
4. At Closing, the parties shall execute and deliver each
document, agreement, and instrument required by this Letter Agreement to be so
executed and delivered in connection with the purchase of the Purchase Stock
and not theretofore accomplished. At Closing, Seller shall deliver to
Purchaser certificates representing the Purchase Stock issued in Purchaser's
name, free and clear of all liens, liabilities, claims and encumbrances.
5. The closing of the transactions contemplated by this Letter
Agreement ("Closing") shall take place on a date to be agreed upon by the
parties, but in no event later than April 29, 1994 (the "Closing Date"), at a
place to be agreed on by the parties. Notwithstanding anything to the contrary
contained in this Letter Agreement, the effective date of the transaction
contemplated by this Letter Agreement shall be April 5, 1994.
6. Seller, J-A-K and Purchaser hereby agree that a certain amount
of J-A-K's business is based upon X-X- K's performance of warranty repair
servicing for four customers (the "Customers") of a certain equipment
manufacturer (the "Warranty Repair Business"). If, at any time or from time to
time during the period between the Closing Date and December 31, 1995,:
(a) One or more of the Customers ceases to utilize J-A-K for
warranty repair servicing; and
(b) Purchaser is not responsible for such Customer or Customers
ceasing to utilize J-A-K for warranty repair servicing;
then, within 30 days after receiving written notice from Purchaser of a
Customer or Customers ceasing to utilize J-A-K for warranty repair servicing
(the "Warranty Business Notice"), Seller shall refund to Purchaser an amount
equal to 25% of the following number for each Customer listed in the Warranty
Business Notice: $75,000.00 less any net profits earned by J-A-K from the
Warranty Repair Business during the time period between the Closing Date and
the date Seller receives the Warranty Business Notice.
7. For and in consideration of $10.00, and the other terms of
this Letter Agreement, the receipt and sufficiency of which is hereby
acknowledged, Seller grants an Option (the "Option") to Purchaser to purchase
all of the remaining shares of Common Stock of J-A-K (the "Option Stock"), free
and clear of all liens, liabilities, claims and encumbrances. Purchaser shall
have the option to purchase the Option Stock for $500,000.00 (the "Option
Price") upon the following terms and conditions:
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April 5, 1994
Page 3
(a) The Option shall terminate at 11:59 p.m., Central Standard
Time, on January 16, 1995 (the "Expiration Date"), unless
sooner exercised.
(b) To exercise the Option, Purchaser shall give Seller written
notice, on or prior to the Expiration Date, that Purchaser
will purchase the Option Stock.
(c) If Purchaser timely exercises the Option, then the Closing
(the "Option Closing") shall take place on the tenth day
following Seller's receipt of Purchaser's notice. The Option
Closing shall take place at a time and place to be agreed upon
by the parties.
(d) At the Option Closing, at the option of Seller, Purchaser
shall pay to Seller the Option Price by delivering either (i)
Purchaser's Restricted Common Stock, valued (solely for the
purpose of this Letter Agreement) at $8.00 per share, to a
foreign corporation (the "Foreign Corporation") to be
designated by Seller; or (ii) a promissory note bearing
interest at 8% per annum, the principal and interest of which
shall be due and payable in twelve (12) equal monthly
installments beginning on the first day of the month following
the Option Closing and continuing on the first day of each
month thereafter. At the Option Closing, Seller, the Foreign
Corporation, and any principal/affiliate of Seller and the
Foreign Corporation shall execute such documents and
agreements as Purchaser shall require in order for Purchaser
to issue shares of its stock in compliance with exemptions
from registration under applicable federal and state
securities laws, including, but not limited to an investment
letter in substantially the form of Exhibit B attached hereto.
Seller and Purchaser shall each pay one-half of all reasonable
out-of-pocket costs and expenses, including reasonable legal
fees, in connection with issuing Purchaser's stock pursuant to
the exemptions from applicable federal and state securities
laws.
(e) At the Option Closing, if any, the parties shall execute and
deliver each document, agreement, and instrument required by
this Letter Agreement to be so executed and delivered in
connection with the purchase of the Option Stock and not
theretofore accomplished. At the Option Closing, Seller shall
deliver to Purchaser certificates representing the Option
Stock issued in Purchaser's name, free and clear of all liens,
liabilities, claims, and encumbrances.
8. Seller and J-A-K represent and warrant that the following are
true and correct as of this date and will be true and correct
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April 5, 1994
Page 4
through the Closing Date and the Option Closing, if any, as if made on those
dates:
(a) The authorized capital stock of J-A-K consists of 10,000,000
shares of Common Stock, $1.00 par value per share (the
"Stock"), of which 7,303 shares are issued and outstanding on
the date hereof. All of the issued and outstanding shares of
the Common Stock of J-A-K have been duly authorized and
validly issued and are fully paid and nonassessable, and
shares of the Common Stock of J-A-K are held in its treasury.
All of the issued and outstanding shares of the Common Stock
of J-A-K are owned by Seller. There are no voting trusts,
voting agreements, shareholder agreements, or other
arrangements relating to the Common Stock of J-A-K and Seller
has the sole right to vote or direct the voting of the shares
of the Common Stock of J-A-K owned by him. The delivery at
Closing, if any of the certificates representing the Purchase
Stock issued in the Purchaser's name will vest in Purchaser
good and indefeasible title to such Purchase Stock, free and
clear of all liens, liabilities, claims, and encumbrances.
The delivery at the Option Closing of the certificates
representing the Option Stock issued in Purchaser's name, in
exchange for the Option Price, will vest in Purchaser good and
indefeasible title to such Option Stock, free and clear of all
liens, liabilities, claims, and encumbrances of every kind and
the Option Stock shall be duly authorized, validly issued,
fully paid, and nonassessable. No shares of Common Stock of
J-A-K have been issued or disposed of in violation of any
preemptive rights of any shareholder of X-X- K. There is no
outstanding subscription, contract, convertible or
exchangeable security, option, warrant, call or other right
obligating J-A-K, Seller, or any other person or entity to
issue, sell, exchange, or otherwise dispose of, or to
purchase, redeem, or otherwise acquire, shares of or
securities convertible into or exchangeable for, the Common
Stock of J-A-K. There are no agreements between or among any
of J-A-K, Seller, or any other person or entity limiting or
restricting the free transferability of shares of Common Stock
of J-A-K or granting to any person a right of first refusal
with respect to any such shares of Common Stock of J-A-K.
(b) This Letter Agreement and each other agreement contemplated
hereby have been or will be duly executed and delivered by
Seller and J-A-K and constitute or will constitute legal,
valid and binding obligations of Seller and J-A-K, enforceable
against Seller and J-A-K in accordance with their terms.
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April 5, 1994
Page 5
(c) Between the execution hereof and January 16, 1995, Seller and
J-A-K will not enter into any transaction that would restrict
Purchaser's ability to fully exercise the Option or could
reasonably be expected to affect adversely the Option Stock.
(d) Seller owns the Purchase Stock and the Option Stock
(collectively, the "Stock") free an clear of all liens,
liabilities, claims, and encumbrances. At Closing, the
Purchase Stock (and through the Option Closing, if any, the
Option Stock) will be free and clear of all liens,
liabilities, claims, and encumbrances.
(e) Neither Seller nor J-A-K are parties to, nor is any of the
Stock subject to or otherwise affected by, any judgment,
order, writ, injunction, or decree (collectively, "Judgment").
Neither the execution and performance of this Letter Agreement
or the agreements contemplated hereby nor the consummation of
the transaction contemplated hereby or thereby will violate
any agreement, document, applicable law or regulation or any
Judgment. J-A-K has complied with all applicable laws,
regulations and licensing requirements, and have filed with
the proper authorities all necessary statements and reports.
J-A-K possess all necessary licenses, franchises, permits and
governmental authorizations to conduct the business of J-A-K
as now conducted.
(f) J-A-K has duly and timely filed and paid all amounts owed in
connection with all income, excise, property, sales, payroll,
withholding and other tax returns and reports required to be
filed by it as of the date hereof.
(g) No authorization, consent, approval, permit or license of, of
filing with, any governmental or public body or authority, any
lender or lessor of any other person or entity is required to
authorize, or is required in connection with, the execution,
delivery and performance of this Letter Agreement or the
agreements contemplated hereby on the part of Seller and
J-A-K.
(h) Seller does not own, directly or indirectly, any interest or
have any investment in any corporation, business or other
person which is a competitor or potential competitor of, or
which otherwise directly or indirectly does business with,
J-A-K.
(i) All information furnished to Purchaser by Seller and J-A-K
herein is true, correct and complete in all material respects.
Such information states all material facts
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April 5, 1994
Page 6
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
such statements are made, true, correct and complete.
9. Seller and J-A-K hereby agree that on or prior to Closing and
the Option Closing, if any:
(a) Neither Seller nor J-A-K shall take any action that might
impair the business of J-A-K without the prior consent of
Purchaser or take or fail to take any action that would cause
or permit any representation made in Paragraph 8 hereof to be
inaccurate at the time of Closing of the Option Closing, if
any, or preclude Seller and J-A-K from making such
representations and warranties at Closing or the Option
Closing, if any.
(b) Seller and J-A-K shall permit Purchaser and its authorized
representatives full access to, and make available for
inspection, the business premises of J-A-K and furnish
Purchaser all documents and information with respect to the
business ad affairs of J-A-K as Purchaser may request.
(c) As long as this Letter Agreement shall remain effective,
Seller will not negotiate with any other person with respect
to the sale of the Stock.
10. Except as may be waived in writing by Purchaser, the
obligations of Purchaser hereunder are subject t the fulfillment at or prior to
Closing ad the Option Closing, if any, of each of the following conditions (the
"Purchasers's Conditions Precedent"):
(a) The representations and warranties of Seller and J-A-K
contained herein shall be true and correct.
(b) Seller and J-A-K shall have performed and complied with all
covenants or conditions required by this Letter Agreement to
be performed and complied with by him or it.
(c) No action by any court or governmental agency shall have been
threatened, asserted, or instituted to restrain or prohibit
the transactions contemplated by this Letter Agreement.
(d) The terms and provisions of this Letter Agreement must be
approved in writing by Purchaser's lenders.
(e) Purchaser shall have been furnished all due diligence
documentation and information requested by it regarding Seller
and J-A-K and the Stock and such document and
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April 5, 1994
Page 7
information shall be satisfactory to Purchaser in Purchaser's
sole discretion.
11. Seller hereby covenants and agrees that any time he owns
Stock, Seller shall vote the Stock held by him so that the Board of Directors
of the Corporation shall at all time consist of a majority of persons nominated
by Purchaser.
12. Upon execution of this Letter Agreement, the stock
certificates representing the Stock shall contain substantially the following
legend, in addition to any other legends deemed appropriate or necessary by the
Purchaser:
This certificate is subject to the provision of that certain Letter
Agreement dated April 5, 1994, among J-A-K Pacific Video Warranty and
Repair Services, Inc., a California corporation, Xxxxx X. Xxxxxx, and
Ultrak, Inc., a Colorado corporation, which contains provisions for
voting of shares and restrictions on transfer of shares. A copy of
such Letter Agreement is on file in the office of the Secretary of the
Corporation. The Corporation will furnish a copy of such Letter
Agreement to the record holder of this certificate, without charge,
upon written request to the Corporation at its principal place of
business or registered office.
13. Seller and J-A-K hereby agree to indemnify, defend and holder
Purchaser and its agents, attorneys, affiliates, officers, directors and
shareholders, harmless from and against all losses claims, obligations,
demands, assessments, penalties, liabilities, costs, damages, reasonable
attorneys' fees and expenses (collectively, "Damages"), asserted against or
incurred by Purchaser by reason of or resulting from: (a) a breach by Seller or
J-A-K of any representation, warranty or covenant contained herein or in any
agreement executed pursuant hereto; (b) any product liability claims,
product-based personal injury claims, or breach of warranty claims relating to
products sold by J-A-K, and any general liability claims arising out of or
relating to occurrences of any nature relating to J-A-K's business prior to
Closing or the Option Closing, if any, and whether any such claims are asserted
prior to or after Closing or prior to or after the Option Closing, if any; (c)
the conduct of J-A-K's business prior to Closing and the Option Closing, if
any. The remedies provided in this Paragraph 13 shall not be exclusive of any
other rights or remedies available to Purchaser, either at law or in equity.
14. Any notice or communication pursuant hereto must be in writing
and sent by certified mail, postage prepaid and with return receipt requested,
to the address specified on the signature page of this Letter Agreement.
Notices delivered personally shall be deemed communicated as of actual receipt;
mailed notices shall be
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April 5, 1994
Page 8
deemed communication as of 10:00 a.m. on the second business day after mailing.
Any party may change its address for notice by written notice given to the
other parties.
15. Each party hereto agrees to pay the costs and expenses,
including reasonable attorneys' fees, incurred by any other party in
successfully (i) enforcing any other terms of this Letter Agreement against
such party or (ii) providing that the other party breached any of the terms of
this Letter Agreement. Except as otherwise provided in the immediately
preceding sentence, the parties shall pay their own expenses separately
incurred in connection with the preparation and review of this Letter Agreement
and the transactions contemplated hereby.
16. The waiver by any party of any breach or provision of this
Letter Agreement must be in writing and shall not constitute a continuing
waiver or a waiver of any subsequent breach of the same or a different
provision hereof.
17. If any provision of this Letter Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable and this Letter
Agreement shall b construed and enforced as if such illegal, invalid, or
unenforceable provision never comprised a part of this Letter Agreement; and
the remaining provisions of this Letter Agreement shall remain in full force ad
effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by this severance herefrom. Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as part
of this Letter Agreement a provision as similar in its terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid, and
enforceable.
18. This Letter Agreement may be amended only by an instrument in
writing executed by the person against whom enforcement of the amendment is
sought. This Letter Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof. There are no oral
agreements among the parties to this Letter Agreement. Neither Seller nor
J-A-K may assign any of their rights hereunder or delegate any of their duties
hereunder. This Letter Agreement and the rights and obligations of the parties
hereto shall be governed by, construed, and enforced in accordance with
California law. This Letter Agreement is performable in San Diego County,
California and venue in any litigation arising hereunder shall be in a court of
competent jurisdiction in San Diego County, California. This Letter Agreement
may be executed in one or more counterparts. This letter Agreement shall be
binding on the parties hereto and their heirs, estates, personal
representatives, successors, and assigns. This Letter Agreement shall not be
construed against the party
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April 5, 1994
Page 9
responsible for, or primarily responsible for, preparing this Letter Agreement.
19. The representatives, warranties and covenants contained herein
shall survive Closing and the Option Closing, if any.
20. Seller shall be liable for and shall indemnify Purchaser
against all sales, use or other taxes resulting from the transactions
contemplated hereby.
If the foregoing correctly states our agreement concerning the matters
referred to herein, please indicate your acceptance hereof and agreement hereto
by executing the original and the enclosed copies of this Letter Agreement in
the space provided below, retaining the copies for your reference and returning
the original to the under signed at the address indicated below.
Very truly yours,
ULTRAK, INC.
Address:
0000 Xxxxxxxx Xxxxxx
Xxxxx 000 By:/s/ Xxxxxx X. Xxxxxx
Xxxxxxxxxx, Xxxxx 00000 Its: President
Print Name: Xxxxxx X. Xxxxxx
ACCEPTED AND AGREED TO
effective as of the 5th
day of April, 1994:
Address:
00000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxxxxxx 00000 /s/ Xxxxx X. Xxxxxx
XXXXX X. XXXXXX
J-A-K PACIFIC VIDEO WARRANTY
AND REPAIR SERVICES, INC.
Address:
00000 Xxxxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
Xxxxx, Xxxxxxxxxx 00000 Its: President
Print Name: Xxxxx Xxxxxx
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April 5, 1994
Page 10
SETTLEMENT STMT-REVISED 4/13/94 EXHIBIT A
ITEMS DUE TO JAK: ATTACHMENT AMOUNT
1). Payment at Closing per Agreement 173,315.00
2). UPS freight paid by JAK on behalf 1 19,265.46
of Focus from 10-1-93 to 3-31-94
3). Portion of Xxxx Z.s salary paid by JAK 2 7,764.00
on behalf of Focus from 10-1-93 to 3-31-94
4). Rent and other overhead from 10-1-93 to 3-31-94 3,236.00
5). JAK Inventory as of 3-31-94 3 40,744.23
Estimated Freight 1,000.00
6). JAK Fixed assets as of 3-31-94 4 9,840.00
7). JAK Accounts Receivable as of 3-31-94 (to be 0.00
collected and remitted directly to JAK)
----------
Total amounts due to JAK 257,164.69
----------
ITEMS DUE FROM JAK:
1). Invoice due from JAK 8 112,766.68
from 10-18-93 to 3-17-94
2). Product sold by JAK from Focus Inventory 9 24,501.00
from 3-18-94 to 3-31-94
----------
Total amounts due from JAK 137,267.68
----------
Net amount doe to JAK at closing 119,897.01
----------
AGREED TO BY:
/s/ Xxxxx Xxxxxx 4-14-94
----------
Xxxxx Xxxxxx Date
/s/ Xxxxxx Xxxxxx 4-14-94
----------
Xxxxxx Xxxxxx Date
11
EXHIBIT B
_____________, 1995
INVESTMENT LETTER
Ultrak, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxx 00000
Gentlemen:
This letter is issued to you in connection with the undersigned's
purchase from you of a total of 62,500 shares (the "Shares") of your Common
Stock, no par value, for total consideration of $500,000.00.
In connection with the issuance to the undersigned of the Shares, the
undersigned hereby acknowledges and understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Federal Act"), or
any securities act of any applicable state (the "State Acts"), that the Shares
are being issued to the undersigned in reliance upon one or more exemptions
from registration contained in the Federal Act and the State Acts, and that
your reliance on such exemptions is based in part upon the representations made
in this letter.
The undersigned hereby represents to you that the undersigned is
acquiring the Shares solely for the undersigned's own account for investment
and not with a view to, or for offer or sale in connection with, the
"distribution" of all or any part of the Shares within the meaning of the
Federal Act.
The undersigned hereby acknowledges that the provisions of Rule 144
promulgated under the Federal Act are not now available for the public resale
of the Shares, and that the undersigned has no right to have the Shares
registered under the Federal Act to permit them to be resold. The undersigned
also hereby acknowledges that, as the result of the foregoing, the undersigned
must hold the Shares for the holding period provided by Rule 144, assuming the
entire risk of investment therein during such period, unless the Shares are
subsequently registered under the Federal Act or unless an exemption from
registration is available at the time or resale.
The undersigned hereby acknowledges that the undersigned has been
given copies of the documents (the "Documents") listed on Exhibit A attached
hereto and previously filed by you with the Securities and Exchange Commission
(the "SEC"). Moreover, the undersigned hereby represents to you that the
undersigned has such knowledge and experience in financial and business
matters, that the undersigned is capable of evaluating the merits and risks of
investing in the Shares and that the undesigned is able to bear the economic
risk, including a total loss, of such an investment. In that regard, the
undersigned hereby represents to you that the undersigned meets the definition
of an "accredited investor" under
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April 5, 1994
Page 2
Rule 501(a) of Regulation D promulgated by the SEC (a copy of Rule 501(a) is
attached hereto).
The undersigned understands that the purchase of the Shares involves a
high degree of risk and possible loss of the entire investment in the Shares.
The undersigned is purchasing the Shares based solely on the undersigned's
review of the Documents and not based on any written or oral statements by you
or any individual or firm (other than the currently applicable statements in
the Documents - which the undersigned may rely on).
The undersigned understands that the undersigned must not, and the
undersigned agrees that the undersigned will not, sell, transfer, assign,
encumber, or otherwise dispose of the Shares or any interest therein, unless
prior thereto the undersigned has delivered to you, and you have accepted as
satisfactory, an opinion of experienced and competent counsel to the effect
that such proposed sale, transfer, assignment, encumbrance, or disposition will
not constitute or result in any violation of the Federal Act, the State Acts,
or any other applicable statute relating to the disposition of securities.
Nothing in this letter shall permit the undersigned to sell any of the
Shares in violation of any other agreement between you and the undersigned or
among you, the undersigned, and others.
The undersigned understands and agrees that there may a typed or
otherwise printed on the certificates representing the Shares a legend
referring to the foregoing restriction upon disposition, such legend to be
substantially in the following form:
The shares evidenced by this certificate have not been registered
under the Securities Act of 1933 (the "Act") or under any applicable
state law, and such shares may not be sold, transferred, assigned or
otherwise disposed of unless a registration statement under the Act
with respect to such disposition shall then be in effect or unless the
person requesting the transfer of such shares shall furnish, with
respect to such transfer, an opinion of counsel (both counsel and
opinion to be satisfactory to the Corporation) to the effect that such
sale, transfer, assignment or disposition will not involve any
violation of the Act or any superseding statute or any applicable
state law.
The undersigned also understands that the keeper of your stock
transfer books and records has been instructed not to transfer the Shares
except upon your instructions and that you will take such other steps as you
deem necessary to prevent the transfer of the Shares in the absence of
compliance with the foregoing restrictions.
Very truly yours,
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April 5, 1994
Page 3
Date:___________ ___________________________________
If the person signing this letter is an individual and is married,
then such person's spouse must sign below:
I hereby acknowledge that I have read this letter and fully understand
the contents. I further agree that any community interest that I have in the
Shares shall be subject to this letter.
Date:____________ ___________________________________
Signature
