EXHIBIT 2.
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of
October 9, 1995, is by and among GFI Industries, a
societe anonyme organized under the laws of the Republic
of France ("Purchaser"), ▇▇▇▇▇▇▇ Family Trust of 1980,
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust, The ▇▇▇▇▇ ▇. &
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Foundation Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(the "Stockholders").
W I T N E S S E T H:
WHEREAS, simultaneously with the execution of
this Stockholders Agreement, Hi-Shear Industries Inc.
("Seller") and Purchaser have entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement"),
pursuant to which Purchaser has agreed, among other
things, to purchase all of the issued and outstanding
shares (the "Stock Purchase") of common stock, $.10 par
value, of Hi-Shear Corporation, a Delaware corporation
and a wholly-owned subsidiary of Seller;
WHEREAS, as of the date hereof, Stockholders
are the record and beneficial owners of, and have the
sole right to vote and dispose of, an aggregate of
1,777,561 shares of common stock, $.10 par value, of
Seller (the "Seller Common Stock"); and
WHEREAS, as an inducement and a condition to
its entering into the Stock Purchase Agreement, and
incurring the obligations set forth therein, Purchaser
has required that Stockholders agree, and Stockholders
have agreed, to enter into this Stockholders Agreement.
NOW, THEREFORE, in consideration of the
foregoing and the mutual premises, representations,
warranties, covenants and agreements contained herein and
in the Stock Purchase Agreement, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Certain Definitions. Capitalized terms
used and not defined herein have the respective meanings
ascribed to them in the Stock Purchase Agreement. In
addition, for purposes of this Stockholders Agreement:
(a) "Affiliate" shall mean, with respect to
any specified Person, any Person that directly, or
indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the
Person specified.
(b) "Beneficially Own" or "Beneficial
Ownership" with respect to any securities shall mean
having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")),
including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without
duplicative counting of the same securities by the same
holder, securities Beneficially Owned by a Person shall
include securities Beneficially Owned by all Affiliates
of such Person and all other Persons with whom such
Person would constitute a "group" within the meaning of
Section 13(d) of the Exchange Act and the rules
promulgated thereunder.
(c) "including" shall mean including without
limitation.
(d) "Person" shall mean an individual,
corporation, partnership, joint venture, association,
trust, unincorporated organization or other entity.
(e) "Shares" shall mean any and all shares of
Seller Common Stock now or hereafter held by any
Stockholder, including any other voting securities of
Seller Beneficially Owned by any Stockholders, whether
owned on the date hereof or hereafter acquired.
(f) "Transfer" shall mean, with respect to a
security, the sale, transfer, pledge, hypothecation,
encumbrance, assignment or disposition of such security
or the Beneficial Ownership thereof, the offer to make
such a sale, transfer or other disposition, and each
option, agreement, arrangement or understanding, whether
or not in writing, to effect any of the foregoing. As a
verb, "Transfer" shall have a correlative meaning.
2. Voting of Seller Common Stock; Irrevocable
Proxy.
(a) Stockholders hereby agree that during the
period commencing on the date hereof and continuing until
the earlier of (i) the consummation of the Stock Purchase
and (ii) the termination of the Stock Purchase Agreement
in accordance with its terms (such period being referred
to as the "Voting Period"), at any meeting (whether
annual or special, and whether or not an adjourned or
postponed meeting) of Seller's stockholders, however
called, or in connection with any written consent of
Seller's stockholders, Stockholders shall vote (or cause
to be voted) the Shares: (i) in favor of the Stock
Purchase, the execution and delivery by Seller of the
Stock Purchase Agreement and the approval and adoption of
the Stock Purchase Agreement and the terms thereof and
each of the other actions contemplated by the Stock
Purchase Agreement and this Stockholders Agreement and
any actions required in furtherance thereof and hereof;
(ii) against any action or agreement that would (A)
result in a breach of any covenant, representation or
warranty or any other obligation or agreement of Seller
under the Stock Purchase Agreement or of Stockholders
under this Stockholders Agreement or (B) impede,
interfere with, delay, postpone, or adversely affect the
Stock Purchase Agreement or the transactions contemplated
thereby and by this Stockholders Agreement; and (iii)
except as otherwise agreed to in writing in advance by
Purchaser, against the following actions (other than the
Stock Purchase Agreement and the transactions
contemplated thereby and by this Stockholders Agreement):
(A) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination
involving Seller or any of its subsidiaries; (B) any
sale, lease or transfer of a substantial portion of the
assets or business of Seller or its subsidiaries, or
reorganization, restructuring, recapitalization, special
dividend, dissolution or liquidation of Seller or its
subsidiaries; or (C) any change in the present
capitalization of Seller including any proposal to sell a
substantial equity interest in Seller or any of its
subsidiaries. Stockholders shall not enter into any
agreement, arrangement or understanding with any Person
the effect of which would be inconsistent or violative of
the provisions and agreements contained in this Section
2(a).
(b) Each Stockholder, in furtherance of the
transactions contemplated hereby and by the Stock
Purchase Agreement, and in order to secure the
performance by Stockholders of their duties under this
Stockholders Agreement, shall promptly execute and
deliver to Purchaser an irrevocable proxy, in the form of
Exhibit A hereto. Stockholders acknowledge and agree
that the proxy executed and delivered pursuant to this
Section 2(b) shall be coupled with an interest, shall
constitute, among other things, an inducement for
Purchaser to enter into this Stockholders Agreement and
the Stock Purchase Agreement, shall be irrevocable during
the Voting Period and shall not be terminated by
operation of law.
3. Restrictions on Transfer, Proxies. Except
as contemplated by the Stock Purchase Agreement,
Stockholders shall not, during the Voting Period,
directly or indirectly: (i) Transfer any of such
Stockholder's Shares (including, without limitation,
through the disposition or transfer of control of another
person), (ii) except as provided in Section 2(b) of this
Stockholders Agreement, grant any proxies or powers of
attorney, deposit any Shares into a voting trust or enter
into a voting agreement, understanding or arrangement
with respect to any Shares; or (iii) take any action that
would make any representation or warranty of Stockholders
contained herein untrue or incorrect or would result in a
breach by Stockholders of their obligations under this
Stockholders Agreement or a breach by Seller of its
obligations under the Stock Purchase Agreement.
4. Representations and Warranties of
Stockholders. Each Stockholder represents and warrants
to Purchaser as follows:
(a) Such Stockholder, if not an individual, is
duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization.
(b) Such Stockholder, if not an individual,
has all necessary power and authority to execute and
deliver this Stockholders Agreement, to perform its
obligations hereunder and to consummate the transactions
contemplated hereby.
(c) With respect to each Stockholder that is
not an individual, the execution, delivery and
performance of this Stockholders Agreement and the
consummation of the transactions contemplated hereby have
been duly and validly authorized by the board of
directors or other governing body of such Stockholder and
no other corporate or similar proceedings on the part of
such Stockholder are necessary to authorize this
Stockholders Agreement or to consummate the transactions
so contemplated.
(d) This Stockholders Agreement has been duly
and validly executed and delivered by such Stockholder
and constitutes a legal, valid and binding agreement of
such Stockholder enforceable against such Stockholder in
accordance with its terms.
(e) The execution, delivery and performance by
such Stockholder of this Stockholders Agreement and the
consummation of the transactions contemplated hereby do
not and will not (i) with respect to each such
Stockholder that is not an individual, contravene or
conflict with the Certificate of Incorporation, By-Laws
or other organizational documents of such Stockholder;
(ii) contravene or conflict with or constitute a
violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or
applicable to such Stockholder, any of its subsidiaries
or any of its properties; (iii) conflict with, or result
in the breach or termination of any provision of or
constitute a default (with or without the giving of
notice or the lapse of time or both) under, or give rise
to any right of termination, cancellation, or loss of any
benefit to which such Stockholder or any of its
subsidiaries is entitled under any provision of any
agreement, contract, license or other instrument binding
upon such Stockholder, any of its subsidiaries or any of
their respective properties, or allow the acceleration of
the performance of, any obligation of such Stockholder or
any of its subsidiaries under any indenture, mortgage,
deed of trust, lease, license, contract, instrument or
other agreement to which such Stockholder or any of its
subsidiaries is a party or by which such Stockholder or
any of its subsidiaries or any of their respective assets
or properties is subject or bound; or (iv) result in the
creation or imposition of any lien on any asset of such
Stockholder or any of its subsidiaries, except in the
case of clauses (ii), (iii) and (iv) for any such
contraventions, conflicts, violations, breaches,
terminations, defaults, cancellations, losses,
accelerations and liens which would not individually or
in the aggregate be reasonably expected to prevent the
consummation by such Stockholder of the transactions
contemplated by this Stockholders Agreement.
(f) The execution, delivery and performance by
such Stockholder of this Stockholders Agreement and the
consummation of the transactions contemplated hereby by
such Stockholder require no action by such Stockholder by
or in respect of, or filing with, any governmental body,
agency, official or authority (either domestic or
foreign) other than such actions or filings which, if not
taken or made, would not individually or in the aggregate
be reasonably expected to prevent the consummation by
such Stockholder of the transactions contemplated by this
Stockholders Agreement.
(g) As of the date hereof, there is no action,
suit, claim, investigation or proceeding pending against,
or to the knowledge of the Stockholders, threatened
against, any Stockholder or any of its subsidiaries or
any of its respective properties before any court or
arbitrator or any administrative, regulatory or
governmental body, or any agency or official which
challenges or seeks to prevent, enjoin, alter or delay
the Stock Purchase or any of the other transactions
contemplated hereby or by the Stock Purchase Agreement.
As of the date hereof, none of the Stockholders, none of
their respective subsidiaries and none of their
respective properties is subject to any order, writ,
judgment, injunction, decree, determination or award
which would prevent or delay the consummation of the
transactions contemplated hereby.
(h) Such Stockholder has good and valid title
to such Stockholder's Shares, free and clear of any
liens.
(i) There are no options or rights to acquire,
or any agreements to which such Stockholder is a party
relating to such Stockholder's Shares, other than this
Stockholders Agreement.
(j) The Stockholder's Shares described on the
signature page hereto represent all of the Shares
Beneficially Owned by such Stockholder.
5. Further Assurances. From time to time, at
the other party's request and without further
consideration, each party hereto shall execute and
deliver such additional documents and take all such
further lawful action as may be necessary or desirable to
consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this
Stockholders Agreement.
6. Termination. This Stockholders Agreement
shall terminate upon the earlier of the consummation of
the Stock Purchase and the termination of the Stock
Purchase Agreement in accordance with its terms.
7. Miscellaneous.
(a) This Stockholders Agreement constitutes
the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral,
between the parties with respect to the subject matter
hereof.
(b) All costs and expenses incurred in
connection with this Stockholders Agreement and the
transactions contemplated hereby shall be paid by the
party incurring such expenses.
(c) This Stockholders Agreement shall not be
assigned by operation of law or otherwise without the
prior written consent of the other party, provided that
Purchaser may assign, in its sole discretion, its rights
and obligations hereunder to any direct or indirect
wholly owned subsidiary of Purchaser.
(d) This Stockholders Agreement may not be
amended, changed, supplemented, or otherwise modified or
terminated, except upon the execution and delivery of a
written agreement executed by each of the parties hereto.
The parties may waive compliance by the other parties
hereto with any representation, agreement or condition
otherwise required to be complied with by such other party
hereunder, but any such waiver shall be effective only if
in writing executed by the waiving party.
(e) All notices, requests, claims, demands and
other communications hereunder shall be in writing and
shall be given (and shall be deemed to have been duly
received if given) by hand delivery or telecopy (with a
confirmation copy sent for next day delivery via courier
service, such as Federal Express), or by any courier
service, such as Federal Express, providing proof of
delivery. All communications hereunder shall be delivered
to the respective parties at the following addresses:
If to any Stockholder, to such Stockholder c/o Seller at the
address of Seller set forth in the Stock Purchase Agreement.
copy to: ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
If to Purchaser:
GFI Industries
Espace Vauban--BP ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇-▇▇-▇▇-▇▇-▇▇
Telecopy No.: 011-33-84-57-02-00
Attention: Chief Executive Officer
copy to: Skadden, Arps, Slate,
▇▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
or to such other address as the person to whom notice is
given may have previously furnished to the others in
writing in the manner set forth above.
(f) Whenever possible, each provision or
portion of any provision of this Stockholders Agreement
will be interpreted in such manner as to be effective and
valid under applicable law but if any provision or
portion of any provision of this Stockholders Agreement
is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or
portion of any provision in such jurisdiction, and this
Stockholders Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision or portion of any provision
had never been contained herein.
(g) Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or
agreements contained in this Stockholders Agreement will
cause the other party to sustain damages for which it
would not have an adequate remedy at law for money
damages, and therefore each of the parties hereto agrees
that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance
of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which
it may be entitled, at law or in equity.
(h) All rights, powers and remedies provided
under this Stockholders Agreement or otherwise available
in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by
any party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such
party. The failure of any party hereto to exercise any
right, power or remedy provided under this Stockholders
Agreement or otherwise available in respect hereof at law
or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any
custom or practice of the parties at variance with the
terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power
or remedy or to demand such compliance.
(i) This Stockholders Agreement is not
intended to be for the benefit of, and shall not be
enforceable by, any person or entity who or which is not
a party hereto.
(j) This Stockholders Agreement shall be
governed and construed in accordance with the laws of the
State of New York (including the laws of such State with
respect to the authority of arbitrators to make awards of
punitive damages), without giving effect to the
principles of conflicts of law thereof.
(k) The representations and warranties made
herein shall survive through the term of this
Stockholders Agreement.
(l) The descriptive headings used herein are
inserted for convenience of reference only and are not
intended to be part of or to affect the meaning or
interpretation of this Stockholders Agreement.
(m) This Stockholders Agreement may be
executed in counterparts, each of which shall be deemed
to be an original, but all of which, taken together,
shall constitute one and the same Stockholders Agreement.
(n) This Stockholders Agreement is intended to
obligate the Stockholders only in their capacities as
holders of Shares, and shall not prevent any Stockholder
from serving as an officer or member of the Board of
Directors of Seller and discharging his or her fiduciary
and other duties in connection therewith.
8. Arbitration.
(a) In the event of any dispute, controversy
or claim arising out of or relating to this Agreement or
the breach, termination or validity thereof (a
"Dispute"), upon the written request of Purchaser, on the
one hand, or any Stockholder, on the other hand (each a
"Party"), the Parties (or, as applicable, their
respective senior officers) shall meet promptly and
attempt in good faith to negotiate a resolution of the
Dispute.
(b) If the Parties are unable to resolve the
Dispute within 10 business days after a Party's written
request for a meeting was made, then either Party may
submit the Dispute to arbitration as the exclusive means
of resolving it in accordance with the procedures set
forth in Paragraph (c) below.
(c) Any unresolved Dispute shall be finally
settled by arbitration in accordance with the Arbitration
Rules of the International Chamber of Commerce (the
"ICC") then in effect (the "Rules"), except as modified
herein. The arbitration shall be held in New York, New
York. The arbitration proceedings shall be conducted,
and the award shall be rendered, in the English language.
(d) There shall be 3 arbitrators of whom each
Party shall select one in accordance with the Rules. The
2 Party-appointed arbitrators shall select a third
arbitrator to serve as Chair of the tribunal within 30
days of the selection of the second arbitrator. If any
arbitrator has not been appointed within the time limits
specified herein and in the Rules, such appointment shall
be made by the ICC Court of Arbitration upon the written
request of either Party within 10 days of such request.
(e) The hearing shall be held no later than
150 days and the award shall be rendered no later than
180 days following the appointment of the last of the 3
arbitrators.
(f) The Parties hereby waive any rights of
application or appeal to the courts of the United States
and of the Republic of France to the fullest extent
permitted by law in connection with any question of fact
or law arising in the course of the arbitration or with
respect to any award made except for actions to enforce
an arbitral award and actions seeking interim,
interlocutory or other provisional relief in any court of
competent jurisdiction.
(g) The award shall be final and binding upon
the Parties, and shall be the sole and exclusive remedy
between the Parties regarding any claims, counterclaims,
issues, or accounting presented to the arbitral tribunal.
(h) Any monetary award shall be made and
promptly payable in U.S. dollars free of any tax (except
to the extent required by law), deduction or offset, and
the arbitral tribunal shall be authorized in its
discretion to grant pre-award and post-award interest at
commercial rates. Any costs, fees, or taxes incident to
enforcing the award shall, to the maximum extent
permitted by law, be charged against the party resisting
such enforcement.
(i) This Agreement and the rights and
obligations of the Parties shall remain in full force and
effect pending the award in any arbitration proceeding
hereunder.
(j) All notices by one party to the other in
connection with the arbitration shall be in accordance
with the provision of Section 7(e) hereof.
(k) If at any time there are pending two or
more arbitrations hereunder, any party to any such
arbitrations may apply for consolidation of any two or
more such arbitrations. Such application shall be made
to the arbitral tribunal in the arbitration that, among
the arbitrations sought to be consolidated, was the first
commenced under this Agreement (the "Primary Tribunal").
Arbitrations may be consolidated, in whole or in part, if
there are significant common issues of law or fact or one
or more common parties between the arbitrations sought to
be consolidated. In determining whether and to what
extent to order consolidation, the Primary Tribunal shall
consider the extent to which consolidation would
facilitate efficiencies and economies in the arbitration
process, and the desirability of avoiding possibly
conflicting results under different arbitrations. The
consolidated arbitration shall be held before the Primary
Tribunal. If there are more than two parties to any
arbitration consolidated hereunder, the Primary Tribunal
may interpret and supplement the Rules in their
application to the consolidated arbitration as may be
necessary or appropriate to accommodate the multi-party
nature of the arbitration and to ensure the just,
expeditious, economical and final determination of the
dispute. The award in any arbitration hereunder, or in
any arbitration consolidated hereunder, shall be final
and binding on all of the parties hereto and on all other
persons (whether or not they participated in the
consolidated arbitration) that were given an opportunity
to participate fully in such arbitration.
(l) This agreement to arbitrate shall be
binding upon the successors and assigns of each Party.
Each party hereby irrevocably submits to the nonexclusive
jurisdiction of the Supreme Court in the State of New
York in any action, suit or proceeding arising in
connection with this Stockholders Agreement and permitted
by Paragraph (f) above, and agrees that any such action,
suit or proceeding may be brought only in such court (and
waives any objection based on forum non conveniens or any
other objection to venue therein); provided, however,
that such consent to jurisdiction is solely for the
purpose referred to in Paragraph (f) above and shall not
be deemed to be a general submission to the jurisdiction
of said Court or in the State of New York other than for
such purposes. Each party hereto hereby waives any right
to a trial by jury in connection with any such action,
suit or proceeding.
IN WITNESS WHEREOF, Purchaser and Stockholders
have caused this Stockholders Agreement to be duly
executed as of the day and year first above written.
GFI Industries
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
No. of Shares: The ▇▇▇▇▇▇▇ Family Trust of 1980
981,494
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
No. of Shares: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust
200,000
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
No. of Shares: The ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
150,000 Foundation Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
No. of Shares: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
446,067
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EXHIBIT A
IRREVOCABLE PROXY
The undersigned hereby revokes any previous
proxies and appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, and
each of them, with full power of substitution (provided
that any person so substituted is an employee of GFI
Industries), as attorney and proxy of the undersigned to
attend any and all meetings of stockholders of Hi-Shear
Industries Inc., a Delaware corporation ("Seller") (and
any adjournments or postponements thereof), to vote all
shares of Common Stock, $.10 par value, of Seller that
the undersigned is then entitled to vote, and to
represent and otherwise to act for the undersigned in the
same manner and with the same effect as if the
undersigned were personally present, with respect to all
matters specified in Section 2(a) of the Stockholders
Agreement (the "Stockholders Agreement"), dated as of
October 9, 1995, by and among Purchaser, the undersigned
and the other stockholders named therein. Capitalized
terms used and not defined herein have the respective
meanings ascribed to them in, or as prescribed by, the
Stockholders Agreement.
This proxy shall be deemed to be a proxy
coupled with an interest and is irrevocable during the
Voting Period and has been granted pursuant to Section
2(b) of the Stockholders Agreement.
The undersigned authorizes such attorney and
proxy to substitute any other person to act hereunder
(provided that any person so substituted is an employee
of GFI Industries), to revoke any substitution and to
file this proxy and any substitution or revocation with
the Secretary of Seller.
Dated: __________, 1995
[Stockholder]
By:______________________
Name:
Title:
