Exhibit 99.2
PRINCIPAL STOCKHOLDERS' AGREEMENT
PRINCIPAL STOCKHOLDERS' AGREEMENT, dated as of August 23, 2006 (this
"Agreement"), among MEGGITT-USA, INC., a Delaware corporation ("Parent"), and
the stockholders of FIREARMS TRAINING SYSTEMS, INC., a Delaware corporation (the
"Company") listed on the signature pages hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS, Parent, Xxxxx Acquisition Corp., a Delaware corporation
("Merger Sub"), and the Company propose to enter into an Agreement and Plan of
Merger dated as of the date hereof (as the same may be amended or supplemented,
the "Merger Agreement"; capitalized terms used but not defined herein shall have
the meanings set forth in the Merger Agreement) providing for the merger of
Merger Sub with and into the Company;
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner (as such term is defined in Rule 13d-3 of the Exchange Act) of
that number of shares of Common Stock, par value $0.000006 per share, of the
Company (the "Common Stock") as is set forth on Schedule A to this Agreement
across from its name (the "Subject Shares"); and
WHEREAS, as a condition to the willingness of Parent to enter into the
Merger Agreement, and as an inducement and in consideration therefor, Parent has
requested that the Stockholders enter into this Agreement pursuant to which the
Stockholders shall, among other things, execute a written consent in respect of
all of the Subject Shares in favor of the proposal to adopt the Merger Agreement
and the Merger, such consent to be pursuant and subject to the terms and
conditions in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Representations and Warranties of the Stockholders. Each
Stockholder hereby represents and warrants (severally and not jointly) to Parent
as of the date hereof as follows:
(a) Authority; Enforceability. Each Stockholder has all requisite
power and authority to execute this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery by each Stockholder of this
Agreement and consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of such Stockholder.
(b) Execution; Delivery. Each Stockholder has duly executed and
delivered this Agreement, and this Agreement constitutes the valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, subject to the Bankruptcy and Equity Exception. No
consent of, or registration or filing with, any Governmental Entity is required
to be obtained or made by or with respect to such Stockholder in connection with
the execution, delivery and performance of this Agreement or the consummation of
the transactions contemplated hereby, other than (i)
such reports, schedules or statements under the Exchange Act as may be required
in connection with this Agreement and the transactions contemplated hereby and
(ii) such consents, registrations or filings the failure of which to be obtained
or made would not have a material adverse effect on such Stockholder's ability
to perform its obligations hereunder.
(c) The Subject Shares. Such Stockholder is the record and beneficial
owner of the Subject Shares listed on Schedule A across from its name, free and
clear of (i) any material Encumbrances (other than (A) pledges for margin loans
existing as of the date hereof (and which margin loans are not for an aggregate
principal amount in excess of 35% of the value as of the date hereof of the
shares of Common Stock that are pledged with respect to such margin loans), (B)
the Merger Agreement and (C) any Encumbrance created pursuant to that certain
Co-Investment Agreement dated September 25, 1996 and filed as Exhibit 22 to the
Schedule 13D filing of the Stockholders in respect of the Company) and (ii) any
Encumbrances or arrangements whatsoever with respect to the ownership, transfer
or voting of the Subject Shares that would, individually or in the aggregate,
reasonably be expected to materially impair the ability of the Stockholder to
perform its obligations under this Agreement or prevent or materially delay the
consummation of the transactions contemplated by the Merger Agreement. None of
the Subject Shares owned by it is subject to any voting trust or other voting
agreement with respect to the Subject Shares, except as contemplated by this
Agreement. Except for its Subject Shares and any options to purchase shares of
Common Stock that have been granted to those directors of the Company that were
nominated by one or more Stockholders ("Director Options"), such Stockholder
does not own beneficially or of record any securities of the Company on the date
hereof, and does not, directly or indirectly, own or have any option, warrant or
other right to acquire any securities of the Company that are or may by their
terms become entitled to vote or any securities that are convertible or
exchangeable into or exercisable for any securities of the Company that are or
may by their terms become entitled to vote.
(d) No Conflicts. Subject to compliance by the Company with the HSR
Act and appropriate filings under the US federal securities laws (which the
Stockholder agrees to make as and to the extent required by the US federal
securities laws), to the extent applicable, the execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
and compliance with the provisions hereof will not, conflict with, result in a
violation or breach of, or constitute a default (or an event that, with notice
or lapse of time or both, would result in a default) or give rise to any right
of termination or acceleration under, (i) any organizational or constituent
document related to such Stockholder, (ii) any loan or credit agreement, bond,
note, mortgage, indenture, lease or any other contract, agreement or instrument
to which the Stockholder is a party or by which the Stockholder or any of his or
its Subject Shares is bound or (iii) any Law or Order applicable to the
Stockholder, except in the case of clauses (ii) and (iii) for conflicts,
violations, breaches, defaults or rights of termination or acceleration that
could not reasonably be expected to prevent or materially impair, impede or
delay the timely performance by the Stockholder of its obligations under this
Agreement.
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(e) Reliance. Such Stockholder understands and acknowledges that
Parent is entering into the Merger Agreement in reliance upon the Stockholder's
execution, delivery and performance under this Agreement.
Section 2. Representations and Warranties of Parent. Parent hereby
represents and warrants to each Stockholder as follows:
(a) Authority; Enforceability. Parent has all requisite corporate
power and authority to execute this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery by Parent of this Agreement and
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Parent.
(b) Execution; Delivery. Parent has duly executed and delivered this
Agreement, and this Agreement constitutes the valid and binding obligation of
Parent, enforceable against Parent in accordance with its terms, subject to the
Bankruptcy and Equity Exception. No consent of, or registration or filing with,
any Governmental Entity is required to be obtained or made by or with respect to
Parent in connection with the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby, other
than (i) reports, schedules or statements by Parent under the Exchange Act as
may be required in connection with this Agreement, or as contemplated by the
Merger Agreement and the transactions contemplated thereby and (ii) such
consents, registrations or filings the failure of which to be obtained or made
would not have a material adverse effect on Parent's ability to perform its
obligations hereunder.
(c) Available Funds. Parent affirms and makes herein the
representation and warranty in Section 5.2(g) of the Merger Agreement (including
the representation and warranty on Section 5.2(g) of the Parent Disclosure
Letter), which representation and warranty is incorporated herein by reference.
(d) No Conflicts. Neither the execution and delivery of this Agreement
nor the performance by Parent of its obligations hereunder will result in a
violation or breach of, or constitute a default (or an event that, with notice
or lapse of time or both, would result in a default) or give rise to any right
of termination or acceleration under, (i) Parent's certificate of incorporation
or similar constituent documents, (ii) any loan or credit agreement, bond, note,
mortgage, indenture, lease or any other contract, agreement or instrument to
which Parent is a party or by which Parent is bound, (iii) any Law or Order
applicable to Parent, or (iv) subject to the filing of any reports under the
Exchange Act as may be required in connection with this Agreement or the Merger
Agreement and the transactions contemplated hereby or thereby, except in the
case of clauses (ii) and (iii) for violations, breaches, defaults or rights of
termination or acceleration that could not reasonably be expected to prevent or
materially impair, impede or delay the timely performance by Parent of its
obligations under this Agreement.
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Section 3. Covenants. Each Stockholder covenants and agrees as
follows:
(a) (i) Immediately following the execution and delivery of this
Agreement and the Merger Agreement, and in any event three hours of the
execution and delivery by Parent, Merger Sub and the Company of the Merger
Agreement, each Stockholder shall consent to the adoption of the Merger
Agreement by delivering to the Company a Principal Stockholder Consent with
respect to the Subject Shares in the form of Exhibit A hereto.
(ii) Subject to the restrictions provided in Section 4 hereof with
respect to Prohibited Changes (as defined below), to the extent requested by the
Board of Directors of the Company, each Stockholder agrees to execute a written
consent with respect to, or vote, its Subject Shares for the adoption of any
amendment (that does not contain or provide for a Prohibited Change) of the
Merger Agreement that has been approved and declared advisable by the Board of
Directors of the Company to the extent such amendment embodies the terms of a
New Proposal that is approved by the Board of Directors of the Company (any such
New Proposal, an "Accepted New Proposal"), and to the extent that stockholder
approval for such amendment is required under the DGCL (any such written
consent, an "Accepted New Proposal Consent")(any such amendment, an "Accepted
New Proposal Amendment"), promptly after the execution and delivery of such
Accepted New Proposal Amendment by the Parent, Merger Sub and the Company.
(iii) Subject to the restrictions provided in Section 4 hereof with
respect to Prohibited Changes, each Stockholder agrees to promptly execute and
deliver such additional documents as Parent may reasonably request solely to the
extent such additional documents (a) if not executed and delivered, would cause
a Principal Stockholder Consent contemplated by Section 3(a)(i), or an Accepted
New Proposal Consent contemplated by Section 3(a)(ii), to be invalid under the
DGCL and/or (b) would be necessary to effectuate the stockholder approval
provided pursuant to Section 3(a)(i) or 3(a)(ii).
(iv) The Stockholders are the holders of record of a majority of the
outstanding Series C Preferred Shares and, without implying that the Series C
Preferred Shares have any voting rights with respect to the adoption of the
Merger Agreement, the Merger or the other transactions contemplated by the
Merger Agreement, and solely to the extent required (if at all) by the DGCL,
hereby adopt the Merger Agreement, and approve the Merger and the other
transactions contemplated by the Merger Agreement, in such capacity as holders
of Series C Preferred Shares.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the Stockholder's
vote, consent or other approval is sought, each Stockholder shall (solely in its
capacity as a Stockholder of the Company) vote (or cause to be voted) or deliver
an executed written consent, in each case as applicable and with respect to the
Subject Shares (to the extent the Subject Shares may vote on the matter in
question) against any Acquisition Proposal (other than the Merger Agreement and
the Merger). No Stockholder shall commit or agree to take any action
inconsistent with the foregoing.
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(c) Other than pursuant to this Agreement or as contemplated by the
Merger Agreement or as pledged as collateral pursuant to margin loans in
existence on the date hereof, each Stockholder shall not: (i) sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other agreement or instrument with respect to or consent to
the sale, transfer, tender, pledge, encumbrance, assignment or other disposition
of (collectively, "Transfer") any Subject Shares to any third party (provided
that the Stockholder shall be permitted to distribute all or any portion of the
Subject Shares (A) to its general partners or limited partners if and only if
such general partners or limited partners agree in writing in form and substance
reasonably acceptable to Parent to be bound by this Agreement with respect to
such Subject Shares, (B) as required by a Law or an Order or (C) upon the
foreclosure, if any, of the margin loans existing as of the date hereof and
pursuant to which the Subject Shares are pledged as collateral); (ii) deposit
any Subject Shares into a voting trust; (iii) grant any proxies or powers of
attorney or enter into a voting agreement with respect to any of the Subject
Shares; or (iv) enter into any other agreement or instrument with respect to the
voting of any of the Subject Shares.
(d) Notwithstanding anything to the contrary in this Agreement, (1)
each Stockholder is entering into this Agreement, and agreeing to become bound
hereby, solely in its capacity as a stockholder of the Company and not in any
other capacity (including without limitation any capacity as a director of the
Company) and (2) nothing in this Agreement shall obligate such Stockholder to
take, or forbear from taking, any action as a director (including without
limitation through the individuals that it has elected to the Board of Directors
of the Company) or any other action, other than in the capacity as a Stockholder
of the Company with respect to the voting of the Subject Shares as specified in
Section 3(a) and 3(b).
(e) Each Stockholder shall, and shall use its reasonable best efforts
to cause each employee, agent and representative (including any investment
banker, financial advisor, attorney, accountant or other representative retained
by or acting on behalf of the Stockholder) (each, a "Stockholder
Representative") of the Stockholder to, immediately cease any discussions or
negotiations with any other parties conducted heretofore (other than Parent and
Merger Sub) with respect to any Acquisition Proposal. Each Stockholder shall
not, and shall use its reasonable best efforts to not permit its Stockholder
Representatives to, directly or indirectly through another Person, (i) solicit,
initiate or knowingly facilitate or encourage (including by way of furnishing
non-public information), any inquiries or the making of any proposal that
constitutes an Acquisition Proposal or (ii) participate in any discussions or
negotiations regarding, or otherwise cooperate in any way with, any Acquisition
Proposal. Notwithstanding the foregoing, nothing contained in this Agreement
shall prevent each Stockholder from (A) complying with its disclosure
obligations under applicable U.S. federal securities Laws or (B) in the event
the Company furnishes information or enters into discussions or negotiations
with a Person, as and to the extent permitted pursuant to Section 6.2 of the
Merger Agreement, such Stockholder shall be permitted to furnish information and
engage in discussions and negotiations with such Person as and to the same
extent the Company is permitted to take such actions.
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(f) Each Stockholder hereby waives, and agrees not to seek, assert or
perfect any appraisal rights under Section 262 of the DGCL in connection with
the Merger as it relates to the Common Shares and/or Series C Preferred Shares
owned by such Stockholder.
Section 4. Termination. This Agreement shall terminate upon the
earliest to occur of (i) the Effective Time and (ii) the termination of the
Merger Agreement (for the avoidance of doubt it is acknowledged that the
entering into by the Company of an amendment to the Merger Agreement embodying
the terms of an Accepted New Proposal or an agreement implementing an Accepted
New Proposal shall not constitute a "termination of the Merger Agreement" for
purposes hereof; provided, however, that the foregoing clarification shall not
in any way limit or prevent the termination of this Agreement in the event that
the Merger Agreement is terminated pursuant to and in accordance with Sections
8.1, 8.2, 8.3 or 8.4 of the Merger Agreement). Each of Parent and the Company
agrees that none of the following amendments, modifications or waivers may be
made to or in respect of the Merger Agreement without the prior written consent
of each Stockholder (which consent may be withheld in such Stockholder's sole
and absolute discretion): an amendment, modification or waiver (w) which would
change the form or decrease the amount of the Per Common Share Consideration or
the Per Series C Preferred Share Consideration, (x) of Article IV (other than
Section 4.4), Section 5.2(g), Section 6.2, Section 6.9, Section 7.3(c) or
Section 8.5, (y) which would disproportionately and adversely affect such
Stockholder and/or (z) of the Termination Date (any of the foregoing amendments,
waivers or modifications, other than any of the foregoing that receives the
prior written consent of each Stockholder, a "Prohibited Change"). Parent and
the Company agree that irreparable damage would occur to each Stockholder in the
event any of the provisions of this Section 4 were not performed in accordance
with the terms hereof and that each Stockholder is entitled to specific
performance of the terms of this Section 4 in addition to any other remedies at
law or in equity.
Section 5. Irrevocable Proxy.
(a) Grant of Proxy. Each Stockholder hereby appoints Parent as such
Stockholder's proxy and attorney-in-fact during the term of this Agreement, with
full power of substitution and re-substitution, to vote or act by written
consent with respect to the Subject Shares, if and only to the extent that such
Stockholder shall fail to vote or act by written consent with respect to its
Subject Shares as provided in and in accordance with Section 3(a) and 3(b)
hereof: (i) in accordance with Section 3(a) and 3(b) hereof and (ii) subject to
the restrictions provided in Section 4 hereof with respect to Prohibited
Changes, to sign its name (as a stockholder) to any written consent, proxy or
ballot that the DGCL may require in order to give effect to Section 3(a) and
3(b) hereof. This proxy is given to secure the performance of the duties of such
Stockholder under this Agreement and its existence will not be deemed to relieve
Stockholder of its obligations under Section 3(a) or 3(b) hereof. Each
Stockholder affirms that this proxy is coupled with an interest and is
irrevocable until termination of this Agreement pursuant to Section 4, whereupon
such proxy and power of attorney shall automatically terminate. Each Stockholder
will take such further action or execute such other instruments as may be
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reasonably necessary to effectuate the intent of this proxy. The proxy granted
herein is intended to comply with the requirements of Section 212 of the DGCL
applicable to irrevocable proxies.
(b) Other Proxies Revoked. Each Stockholder represents that any proxy
heretofore given in respect of the Subject Shares is not irrevocable, and hereby
revokes any and all such proxies.
Section 6. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Adjustments. In the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock or other securities of the Company on, of or affecting the Subject Shares
or the like or any other action that would have the effect of changing the
Stockholder's ownership of the Subject Shares or (ii) the Stockholder becomes
the record or beneficial owner of any additional shares of Common Stock
(excluding Director Options), then the terms of this Agreement will apply to all
of the shares Common Stock held by the Stockholder immediately following the
effectiveness of the events described in clause (i) or the Stockholder becoming
the record or beneficial owner thereof, as described in clause (ii), as Subject
Shares hereunder. Each Stockholder hereby agrees, while this Agreement is in
effect, to promptly notify Parent of the number of any new shares of Common
Stock acquired by the Stockholder, if any, after the date hereof.
(c) Disclosure. Each Stockholder hereby permits Parent and the Company
to disclose in all documents and schedules filed by Parent or the Company with
the SEC this Agreement and the information contained in this Agreement, to the
extent this Agreement and such information are required by the rules and
regulations of the SEC to be disclosed therein; provided, however, that such
disclosure shall be subject to the fullest extent practicable to the prior
review and comment by the Stockholder and its Stockholder Representatives.
Except as provided above or in Section 6.6 of the Merger Agreement, no party
shall issue any press release or make any other public statement with respect to
this Agreement, the Merger Agreement, the Merger or any other transactions
contemplated by this Agreement, the Merger Agreement or the Merger without the
prior written consent of the other parties, except as may be required by
applicable Law or applicable stock exchange or inter-dealer quotation system
rules.
(d) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to the Company and Parent in
accordance with Section 9.6 of the Merger Agreement and to a Stockholder at its
address set forth on Schedule A hereto (or at such other address for a party as
shall be specified by like notice).
(e) Interpretation. The Section headings herein are for convenience of
reference only, do not constitute part of this Agreement and shall not be deemed
to limit
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or otherwise affect any of the provisions hereof. Where a reference in this
Agreement is made to a Section, such reference shall be to a Section of this
Agreement unless otherwise indicated. Unless otherwise indicated, whenever the
words "include," "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation."
(f) Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability or the other provisions hereof. If any
provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same agreement.
(h) Entire Agreement; No Third-Party Beneficiaries. This Agreement,
the Merger Agreement and the Guaranty constitute the entire agreement, and
supersede all other prior agreements, understandings, representations and
warranties both written and oral, among the parties, with respect to the subject
matter hereof. This Agreement is not intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder.
(i) No Additional Representations. Guarantor, Parent and Merger Sub
have been afforded the opportunity to conduct a thorough review and analysis of
the business, assets, liabilities, results of operations, financial condition,
software, technology and prospects of the Company and its Subsidiaries and
acknowledge that Guarantor, Parent and Merger Sub have been provided adequate
access to the personnel, properties, premises and records of the Company and its
Subsidiaries for such purpose. Except for the representations and warranties
contained in this Agreement contemplated hereby, Guarantor, Parent and Merger
Sub acknowledge that no Stockholder nor any of its Affiliates (other than the
Company in the Merger Agreement) nor any other Person makes any express or
implied representation or warranty with respect to itself or its Affiliates
(including the Company and its Subsidiaries) prior to or after the date hereof,
their respective businesses or otherwise or with respect to any information
provided to Guarantor, Parent or Merger Sub, whether on behalf of the Company or
such other Persons. The provisions of Section 5.2(h) of the Merger Agreement are
incorporated herein by reference as if set forth herein.
(j) Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN
ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED
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AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
(k) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(k).
(l) Merger Agreement. Each party acknowledges that the other parties
have been induced to enter into this Agreement (and, in the case of Parent, the
Merger Agreement) based on the terms and conditions of the Merger Agreement
(and, in the case of Parent, this Agreement).
(m) Assignment. No rights or obligations under this Agreement may be
assigned or delegated by operation of Law or otherwise. Any purported assignment
or delegation in violation of this Agreement is void.
(n) Consent to Jurisdiction. The parties hereby irrevocably submit to
the jurisdiction of the courts of the State of Delaware and the Federal courts
of the United States of America located in the State of Delaware solely in
respect of the interpretation and enforcement of the provisions of this
Agreement and of the documents referred to in this Agreement, and in respect of
the transactions contemplated hereby, and hereby waive and agree not to assert,
as a defense in any Action for the interpretation or enforcement hereof or of
any such document, that it is not subject thereto or that such Action may not be
brought or is not maintainable in said courts or that the venue thereof may not
be appropriate or that this Agreement or any such document may not be enforced
in or by such courts, and the parties hereto irrevocably agree that all claims
with respect to such Action shall be heard and determined in such a Delaware or
Federal court. The parties hereby consent to and grant any such court
jurisdiction over the person of such parties and, to the extent permitted by
Law, over the subject matter of such dispute and agree that mailing of process
or other papers in connection with any such Action in the manner provided in
Section 9.6 of the Merger Agreement or in such other manner as may be permitted
by Law shall be valid and sufficient service thereof. Parent hereby agrees that
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in no event shall any Stockholder or its respective partners, stockholders,
directors or officers be liable to Parent for any claims or damages with respect
to the subject matter of the Merger Agreement, except as expressly provided
herein, and Parent agrees not to assert any such claims or damages against any
Stockholder or its respective partners, stockholders, directors or officers.
[Signature Page Follows]
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IN WITNESS WHEREOF, each party has duly executed this Principal
Stockholders' Agreement, all as of the date first written above.
MEGGITT-USA, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President, Secretary &
General Counsel
FIREARMS TRAINING SYSTEMS, INC.
(Solely for purposes of Section 4)
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chairman & CEO
STOCKHOLDERS:
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
[PRINCIPAL STOCKHOLDERS' AGREEMENT SIGNATURE PAGE]
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.
By: Centre Partners II LLC, as General
Partner
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Managing Director
Centre Partners Management LLC,
as Attorneys-in-Fact
CENTRE PARTNERS II, LLC
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Managing Director
Centre Partners Management LLC,
as Attorneys-in-Fact
[PRINCIPAL STOCKHOLDERS' AGREEMENT SIGNATURE PAGE]
SCHEDULE A
STOCKHOLDER SUBJECT SHARES
----------- --------------
Common Shares
Centre Capital Investors II, L.P. 34,781,278
Centre Capital Tax Exempt Investors II, L.P. 3,888,163
Centre Capital Offshore Investors II, L.P. 6,892,143
Centre Partners Coinvestment, L.P. 5,058,638
Centre Partners II, LLC 4,582
Notice for all Stockholders
[Name of Stockholder to whom notice is being sent]
c/o Centre Partners Management LLC
00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx
Fax: 000-000-0000
with a copy to (which shall not constitute notice):
O'Melveny & Xxxxx LLP
Times Square Tower
0 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxxxx, Esq.
Fax: 000-000-0000
