SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
dated as of April 1, 2000
among
FIREARMS TAG SYSTEMS, INC.
and
THE HOLDERS SET FORTH HEREIN
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Second Amendment to Registration Rights Agreement dated as of April 1,
2000 (this "Amendment") among Firearms Training Systems, Inc., a Delaware
corporation (the "Company"), and the Persons named below as Holders (each a
"Holder" and collectively, the "Holders").
RECITALS
WHEREAS, the Company and the Holders are parties to the Registration
Rights Agreement dated as of July 31, 1996, as amended as of November 13, 1998
(the "Registration Agreement"), pursuant to which the Holders' rights and the
Company's obligations to cause the registration of certain of the Holders'
shares in the stock of the Company pursuant to the Securities Act are set forth;
and
WHEREAS, the Company and the Holders are parties to the Securities
Exchange and Release Agreement dated as of April 1, 2000 (the "Exchange
Agreement"), pursuant to which the Holders exchanged certain shares of the
Company's stock, certain warrants and, certain debt of the Company held by the
Holders, for shares of the Company's Series B Preferred Stock ("Series B
Preferred Stock") shares of the Company's Class A Common Stock, New Warrants and
Amended Warrants from the Company; and
WHEREAS, the parties hereto hereby desire to amend the Registration
Agreement to ensure that the Holders' rights and the Company's obligations to
cause the registration of the Series B Preferred Stock; the Class A Common Stock
and the shares of the Company's Class A Common Stock issuable upon exercise of
the New Warrants and Amended Warrants (as defined in the Exchange Agreement)
pursuant to the Securities Act are incorporated as part of the Registration
Agreement;
NOW, THEREFORE, in consideration of the agreement and covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions.
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The terms defined in the Registration Agreement shall have the same
meaning herein unless the context clearly indicates otherwise.
Section 2. Amendments to the Registration Agreement.
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The parties hereto agree that the Registration Agreement shall be
amended by amending the definition of "Registrable Securities" to read as
follows:
"Registrable Securities". "Registrable Securities" shall mean: (i) the
Shares owned by the Holders on the date hereof, and/or owned by the Holders on
the date of determination; (ii) any shares of Common Stock issued as (or
issuable upon the conversion or
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exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange by the Company generally
for, or in replacement by the Company generally of, such Shares; (iii) all of
the Preferred Shares, the Additional Preferred Shares, the Warrants, the
Additional Warrants, and all shares of Common Stock issuable upon exercise of
the Warrants and the Additional Warrants owned by the Holders on the applicable
date of determination (as used in this clause (iii), the terms "Preferred
Shares," "Additional Preferred Shares," "Warrants" and "Additional Warrants"
have the respective meanings ascribed thereto in the Securities Purchase
Agreement dated as of November 13, 1998 among the Company and the Holders); (iv)
all of the Preferred Shares, Common Shares, and all shares of Common Stock
issuable upon exercise of the New Warrants and, the Amended Warrants owned by
the Holders on the applicable date of determination (as used in this clause (iv)
the terms "Preferred Shares," "Common Shares," "New Warrants" and "Amended
Warrants" have the respective meanings ascribed thereto in the Securities
Exchange and Release Agreement dated as of April 1, 2000 among the Company and
the Holders set forth therein), and (v) any securities issued in exchange for
any of the shares described in the foregoing clauses (i)-(iv) in any stock
split, recapitalization, reclassification, merger, reorganization or similar
event of the Company; provided, however, that Registrable Securities shall not
include any securities which are "Registrable Securities" for the purposes of
the registration rights agreement dated as of April 1, 2000 among the Company
and the institutional holders set forth therein; provided, further, that
Registrable Securities shall not include any securities which have theretofore
been registered and sold pursuant to the Securities Act or which have been
transferred pursuant to Rule 144 or any similar rule promulgated by the
Commission pursuant to the Securities Act; provided further, the Company shall
have no obligation under Sections 2 and 3 to register any Registrable Securities
of a Holder if the Company shall deliver to the Holder an opinion of counsel
reasonably satisfactory to the Holder and its counsel to the effect that the
proposed sale or disposition of all of the Registrable Securities for which
registration was requested does not require registration under the Securities
Act for a sale or disposition in a single public sale in the manner contemplated
by the Holder, and offers to remove any and all legends restricting transfer
from the certificates evidencing such Registrable Securities."
Section 3. Governing Law.
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THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING REGARD TO ITS CONFLICT OF LAWS
PRINCIPLES.
Section 4. Confirmation.
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The Company hereby confirms to the Holders that, except as amended
hereby, the Registration Agreement is, and shall continue, in full force and
effect and enforceable against the Company, in accordance with its terms.
Section 5. Counterparts.
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This Agreement may be executed in any number of counterparts, each of
which shall be an original, and all of which shall together constitute one and
the same instrument. All signatures need not be on the same counterpart.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
FIREARMS TRAINING SYSTEMS, INC
By /s/ XXXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: CEO
HOLDERS:
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_______________________________________
Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.,
By: Centre Partners II LLC,
as General Partner
By_______________________________________
Managing Director
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
FIREARMS TRAINING SYSTEMS, INC
By__________________________________
Name:
Title:
HOLDERS:
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/ [illegible]
--------------------------------------
Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.,
By: Centre Partners II LLC,
as General Partner
By /s/ [illegible]
--------------------------------------
Managing Director
