Exhibit 4.4
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EXECUTION VERSION
GUARANTY
GUARANTY, dated as of September 29, 2005 made by the undersigned (each a
"Guarantor" and, collectively, the "Guarantors"), in favor of Smithfield
Fiduciary LLC, a Cayman Islands limited liability company, in its capacity as
collateral agent (in such capacity, the "Collateral Agent") on behalf of the
"Buyers" (as defined below) party to the Securities Purchase Agreement, dated as
of even date herewith (as amended, restated or otherwise modified from time to
time, the "Purchase Agreement").
W I T N E S S E T H :
WHEREAS, Arotech Corporation, a Delaware corporation (f/k/a Electric Fuel
Corporation) (the "Parent") and each party listed as a "Buyer" on the Schedule
of Buyers attached thereto are parties to the Purchase Agreement;
WHEREAS, the Parent and the Guarantors have each executed and delivered a
Security Agreement dated as of even date herewith, in favor of the Collateral
Agent (as amended, restated or otherwise modified from time to time, the
"Security Agreement");
WHEREAS, it is a condition precedent to the Buyers' obligation under the
Purchase Agreement that each Guarantor execute and deliver to the Collateral
Agent a guaranty guaranteeing all of the obligations of the Parent thereunder;
and
WHEREAS, each Guarantor has determined that its execution, delivery and
performance of this Guaranty directly benefit, and are within the corporate
purposes and in the best interests of, such Guarantor;
NOW, THEREFORE, in consideration of the premises and the agreements herein
and in order to induce the Buyers to perform under the Purchase Agreement, each
Guarantor hereby agrees with the Collateral Agent as follows:
SECTION 1. Definitions. Reference is hereby made to the Purchase Agreement
and the "Securities" (as defined therein) issued pursuant thereto (as such
Securities may be amended, restated, replaced or otherwise modified from time to
time in accordance with the terms thereof, collectively, the "Securities") for a
statement of the terms thereof. All terms used in this Guaranty, which are
defined in the Security Agreement, the Purchase Agreement or the Securities and
not otherwise defined herein, shall have the same meanings herein as set forth
therein.
SECTION 2. Guaranty. Each Guarantor hereby unconditionally and
irrevocably, jointly and severally, guarantees the punctual payment, as and when
due and payable, by stated maturity or otherwise, of all Obligations of the
Parent from time to time owing by it in respect of the Purchase Agreement, the
Securities and the other "Transaction Documents" (as defined in the Purchase
Agreement), including, without limitation, all interest that accrues after the
commencement of any Insolvency Proceeding of the Parent or any Guarantor,
whether or not the payment of such interest is unenforceable or is not allowable
due to the existence of such Insolvency Proceeding), and all fees, commissions,
expense reimbursements, indemnifications and all other amounts due or to become
due under any of the Transaction Documents (such obligations, to the extent not
paid by the Parent, being the "Guaranteed Obligations"), and agrees to pay any
and all expenses (including reasonable counsel fees and expenses) reasonably
incurred by the Collateral Agent and the Buyers in enforcing any rights under
this Guaranty. Without limiting the generality of the foregoing, each
Guarantor's liability hereunder shall extend to all amounts that constitute part
of the Guaranteed Obligations and would be owed by the Parent to the Collateral
Agent and the Buyers under the Purchase Agreement and the Securities but for the
fact that they are unenforceable or not allowable due to the existence of an
Insolvency Proceeding involving any Guarantor or the Parent (each, a
"Transaction Party").
SECTION 3. Guaranty Absolute; Continuing Guaranty; Assignments.
(a) Each Guarantor, jointly and severally, guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the
Transaction Documents, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Collateral Agent or the Buyers with respect thereto. The
obligations of each Guarantor under this Guaranty are independent of the
Guaranteed Obligations, and a separate action or actions may be brought and
prosecuted against any Guarantor to enforce such obligations, irrespective of
whether any action is brought against any Transaction Party or whether any
Transaction Party is joined in any such action or actions. The liability of each
Guarantor under this Guaranty shall be irrevocable, absolute and unconditional
irrespective of, and each Guarantor hereby irrevocably waives any defenses it
may now or hereafter have in any way relating to, any or all of the following:
(i) any lack of validity or enforceability of any Transaction
Document or any agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from any Transaction
Document, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to any Transaction
Party or otherwise;
(iii) any taking, exchange, release or non-perfection of any
Collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;
(iv) any change, restructuring or termination of the corporate,
limited liability company or partnership structure or existence of any
Transaction Party; or
(v) any other circumstance (including any statute of limitations) or
any existence of or reliance on any representation by the Collateral Agent or
the Buyers that might otherwise constitute a defense available to, or a
discharge of, any Transaction Party or any other guarantor or surety.
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This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Collateral Agent, the Buyers or any other
Person upon the insolvency, bankruptcy or reorganization of any Transaction
Party or otherwise, all as though such payment had not been made.
(b) This Guaranty is a continuing guaranty and shall (i) remain in full
force and effect until the indefeasible cash payment in full of the Guaranteed
Obligations and all other amounts payable under this Guaranty and shall not
terminate for any reason prior to the Maturity Date and (ii) be binding upon
each Guarantor and its respective successors and assigns. This Guaranty shall
inure to the benefit of and be enforceable by the Collateral Agent, the Buyers
and their successors, pledgees, transferees and assigns. Without limiting the
generality of the foregoing sentence, any Buyer may pledge, assign or otherwise
transfer all or any portion of its rights and obligations under any Transaction
Document to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Buyer herein or
otherwise, in each case as provided in the Purchase Agreement.
SECTION 4. Waivers. Each Guarantor hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that the Collateral Agent or
the Buyers exhaust any right or take any action against any Transaction Party or
any other Person or any Collateral. Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated herein and that the waiver set forth in this Section 4 is knowingly
made in contemplation of such benefits. Each Guarantor hereby waives any right
to revoke this Guaranty, and acknowledges that this Guaranty is continuing in
nature and applies to all Guaranteed Obligations, whether existing now or in the
future.
SECTION 5. Subrogation. No Guarantor may exercise any rights that it may
now or hereafter acquire against any Transaction Party or any other guarantor
that arise from the existence, payment, performance or enforcement of such
Guarantor's obligations under this Guaranty, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Collateral Agent and the Buyers against any Transaction Party or any other
guarantor or any Collateral, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from any Transaction Party or any other
guarantor, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security solely on account of such claim, remedy or
right, unless and until all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have indefeasibly been paid in full in cash.
If any amount shall be paid to any Guarantor in violation of the immediately
preceding sentence at any time prior to the later of the payment in full in cash
of the Guaranteed Obligations and all other amounts payable under this Guaranty,
such amount shall be held in trust for the benefit of the Collateral Agent and
the Buyers and shall forthwith be paid to the Collateral Agent and the Buyers to
be credited and applied to the Guaranteed Obligations and all other amounts
payable under this Guaranty, whether matured or unmatured, in accordance with
the terms of the Transaction Document, or to be held as Collateral for any
Guaranteed Obligations or other amounts payable under this Guaranty thereafter
arising. If (a) any Guarantor shall make payment to the Collateral Agent and the
Buyers of all or any part of the Guaranteed Obligations, and (b) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
indefeasibly be paid in full in cash, the Collateral Agent and the Buyers will,
at such Guarantor's request and expense, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to such Guarantor of an
interest in the Guaranteed Obligations resulting from such payment by such
Guarantor.
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SECTION 6. Representations, Warranties and Covenants. Each Guarantor
hereby represents and warrants as follows:
(a) Such Guarantor (i) is a corporation, duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization as
set forth on the first page hereof, (ii) has all requisite power and authority
to conduct its business as now conducted and as presently contemplated and to
execute and deliver this Guaranty and each other Transaction Document to which
such Guarantor is a party, and to consummate the transactions contemplated
hereby and thereby and (iii) is duly qualified to do business and is in good
standing in each jurisdiction in which the character of the properties owned or
leased by it or in which the transaction of its business makes such
qualification necessary.
(b) The execution, delivery and performance by such Guarantor of this
Guaranty and each other Transaction Document to which such Guarantor is a party
(i) have been duly authorized by all necessary action, (ii) do not and will not
contravene its charter or by-laws, its limited liability company or operating
agreement or its certificate of partnership or partnership agreement, as
applicable, or any applicable law or any contractual restriction binding on or
otherwise affecting such Guarantor or its properties, except where consent has
been obtained, (iii) do not and will not result in or require the creation of
any lien (other than pursuant to any Transaction Document) upon or with respect
to any of its properties, and (iv) do not and will not result in any default,
noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of
any permit, license, authorization or approval applicable to it or its
operations or any of its properties.
(c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority is required in connection with the due
execution, delivery and performance by such Guarantor of this Guaranty or any of
the other Transaction Documents to which such Guarantor is a party, except for
the filing of any financing statements on Form UCC-1 or such other
registrations, filings or recordings as may be necessary to perfect the lien
purported to be created by any Transaction Documents to which such Guarantor is
a party.
(d) Each of this Guaranty and the other Transaction Documents to which
such Guarantor is or will be a party, when delivered, will be, a legal, valid
and binding obligation of such Guarantor, enforceable against such Guarantor in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, suretyship or other similar laws.
(e) There is no pending or, to the best knowledge of such Guarantor,
threatened action, suit or proceeding affecting such Guarantor or to which any
of the properties of such Guarantor is subject, before any court or other
governmental authority or any arbitrator that (i) if adversely determined, could
have a Material Adverse Effect or (ii) relates to this Guaranty or any of the
other Transaction Documents to which such Guarantor is a party or any
transaction contemplated hereby or thereby.
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(f) Such Guarantor (i) has read and understands the terms and conditions
of the Purchase Agreement and the other Transaction Documents, and (ii) now has
and will continue to have independent means of obtaining information concerning
the affairs, financial condition and business of the Parent and the other
Transaction Parties, and has no need of, or right to obtain from the Collateral
Agent or any Buyer, any credit or other information concerning the affairs,
financial condition or business of the Parent or the other Transaction Parties
that may come under the control of the Collateral Agent or any Buyer.
(g) Such Guarantor covenants and agrees that until indefeasible full and
final payment of the Guaranteed Obligations, it will comply with each of the
covenants (except to the extent applicable only to a public company) which are
set forth in Section 4 of the Purchase Agreement as if such Guarantor were a
party thereto.
SECTION 7. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, the Collateral Agent or any Buyer may, and
is hereby authorized to, at any time and from time to time, without notice to
any Guarantor (any such notice being expressly waived by each Guarantor) and to
the fullest extent permitted by law, set-off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by the Collateral Agent or any Buyer to or
for the credit or the account of any Guarantor against any and all obligations
of any Guarantor now or hereafter existing under this Guaranty or any other
Transaction Document, irrespective of whether or not any Collateral Agent or any
Buyer shall have made any demand under this Guaranty or any other Transaction
Document and although such obligations may be contingent or unmatured. The
Collateral Agent and each Buyer agrees to notify the relevant Guarantor promptly
after any such set-off and application made by the Collateral Agent or such
Buyer, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Collateral Agent and
the Buyers under this Section 7 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the Collateral
Agent and the Buyers may have under this Guaranty or any other Transaction
Document in law or otherwise.
SECTION 8. Notices, Etc. All notices and other communications provided for
hereunder shall be in writing and shall be mailed, telecopied or delivered, if
to any Guarantor, to it at its address set forth on the signature page hereto,
or if to the Collateral Agent, to it at its address set forth in the Purchase
Agreement; or as to either such Person at such other address as shall be
designated by such Person in a written notice to such other Person complying as
to delivery with the terms of this Section 8. All such notices and other
communications shall be effective (i) if mailed (by certified mail, postage
prepaid and return receipt requested), when received or three Business Days
after deposited in the mails, whichever occurs first; (ii) if telecopied, when
transmitted and confirmation is received, provided same is on a Business Day
and, if not, on the next Business Day; or (iii) if delivered, upon delivery,
provided same is on a Business Day and, if not, on the next Business Day.
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SECTION 9. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER
TRANSACTION DOCUMENT MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN
THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH GUARANTOR HEREBY
IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS
AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING AND
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS ADDRESS
FOR NOTICES AS SET FORTH ON THE SIGNATURE PAGE HERETO AND TO THE SECRETARY OF
STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS
AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL
AGENT AND THE BUYERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GUARANTOR IN
ANY OTHER JURISDICTION. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY
GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION
DOCUMENTS.
SECTION 10. WAIVER OF JURY TRIAL, ETC. EACH GUARANTOR HEREBY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING
ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, OR UNDER ANY
AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR
WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR
ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS
GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION,
PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
EACH GUARANTOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF
THE COLLATERAL AGENT OR ANY BUYER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
THE COLLATERAL AGENT OR ANY BUYER WOULD NOT, IN THE EVENT OF ANY ACTION,
PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH
GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE COLLATERAL AGENT AND THE BUYERS ENTERING INTO THIS AGREEMENT.
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SECTION 11. Taxes.
(a) All payments made by any Guarantor hereunder or under any other
Transaction Document shall be made in accordance with the terms of the Purchase
Agreement and shall be made without set-off, counterclaim, deduction or other
defense. All such payments shall be made free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding taxes imposed
on net income or franchise taxes of the Buyers by the jurisdiction in which such
person is organized or has its principal office (all such non-excluded taxes,
levies, imposts, deductions, charges withholdings and liabilities, collectively
or individually, "Taxes"). If any Guarantor shall be required to deduct any
Taxes from or in respect of any sum payable hereunder to a Buyer, (i) the sum
payable shall be increased by the amount (an "additional amount") necessary so
that after making all required deductions the Buyer shall receive an amount
equal to the sum it would have received had no such deductions been made, (ii)
such Guarantor shall make such deductions and (iii) such Guarantor shall pay the
full amount deducted to the relevant governmental authority in accordance with
applicable law.
(b) In addition, the Guarantor agrees to pay to the relevant governmental
authority in accordance with applicable law any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Guaranty ("Other
Taxes"). Each Guarantor shall deliver to each Buyer official receipts, if any,
in respect of any Taxes or Other Taxes payable hereunder promptly after payment
of such Taxes or Other Taxes or other evidence of payment reasonably acceptable
to the Buyer.
(c) The obligations of the Guarantor under this Section 11 shall survive
the termination of this Guaranty and the payment of the Obligations and all
other amounts payable hereunder.
SECTION 12. Miscellaneous.
(a) Each Guarantor will make each payment hereunder in lawful money of the
United States of America and in immediately available funds to the Collateral
Agent, for the benefit of the Buyers, at such address specified by the
Collateral Agent from time to time by notice to such Guarantor.
(b) No amendment or waiver of any provision of this Guaranty and no
consent to any departure by any Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by such Guarantor and
the Collateral Agent, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
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(c) No failure on the part of the Collateral Agent or any Buyer to
exercise, and no delay in exercising, any right hereunder or under any other
Transaction Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder or under any Transaction Document
preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies of the Collateral Agent and the Buyers provided
herein and in the other Transaction Documents are cumulative and are in addition
to, and not exclusive of, any rights or remedies provided by law. The rights of
the Collateral Agent and the Buyers under any Transaction Document against any
party thereto are not conditional or contingent on any attempt by the Collateral
Agent and the Buyers to exercise any of their rights under any other Transaction
Document against such party or against any other Person.
(d) Any provision of this Guaranty that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
(e) This Guaranty shall (i) be binding on each Guarantor and its
respective successors and assigns, and (ii) inure, together with all rights and
remedies of the Collateral Agent and the Buyers hereunder, to the benefit of the
Collateral Agent and the Buyers and their respective successors, transferees and
assigns. Without limiting the generality of clause (ii) of the immediately
preceding sentence, any Buyer may assign or otherwise transfer its rights and
obligations under the Purchase Agreement or any other Transaction Document to
any other Person, and such other Person shall thereupon become vested with all
of the benefits in respect thereof granted to the Buyers herein or otherwise.
Each Guarantor agrees that each participant shall be entitled to the benefits of
Section 11 with respect to its participation in any portion of the Securities as
if it was a Buyer. None of the rights or obligations of any Guarantor hereunder
may be assigned or otherwise transferred without the prior written consent of
the Collateral Agent.
(f) This Guaranty and the other Transaction Documents represent the entire
agreement of each Guarantor, the Collateral Agent and the Buyers with respect to
the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Collateral Agent or any Buyer relative to
the subject matter thereof not expressly set forth or referred to herein or in
the other Transaction Documents.
(g) Section headings herein are included for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose.
(H) THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS (UNLESS EXPRESSLY
PROVIDED TO THE CONTRARY IN ANOTHER TRANSACTION DOCUMENT) SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES.
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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed
by an officer thereunto duly authorized, as of the date first above written.
IES INTERACTIVE TRAINING, INC.
By:
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Name:
Title:
Address: [_____________________________]
[_____________________________]
ARMOUR OF AMERICA, INCORPORATED
By:
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Name:
Title:
Address: [_____________________________]
[_____________________________]
ELECTRIC FUEL BATTERY CORPORATION
By:
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Name:
Title:
Address: [_____________________________]
[_____________________________]
FAAC INCORPORATED
By:
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Name:
Title:
Address: [_____________________________]
[_____________________________]
MDT ARMOR CORPORATION
By:
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Name:
Title:
Address: [_____________________________]
[_____________________________]
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