PIONEER POWER SOLUTIONS, INC. 10-K


Exhibit
10.24


 


Execution Version


 





SECOND
AMENDING AGREEMENT


 


This
Second Amending Agreement is entered into as of March 28, 2018, by and among Pioneer Electrogroup
Canada Inc., a Canadian corporation (the “Borrower”), Pioneer
Power Solutions, Inc. (“PPSI”) and the direct and indirect Canadian Subsidiaries of the Borrower or
of PPSI from time to time party to the Credit Agreement, as Guarantors (the “Guarantors”), and Bank
of Montreal, a Canadian chartered bank (the “Bank”).


 


Preliminary
Statement


 


WHEREAS
the Bank made credit facilities available to the Borrower on the terms
and conditions set out in an Amended and Restated Credit Agreement dated as of April 29, 2016 entered into among the Borrower,
the Guarantors and the Bank, as amended by the First Amending Agreement dated as of March 15, 2017 (as amended, the “Existing
Credit Agreement”);


 


WHEREAS
the parties to the Existing Credit Agreement have agreed to amend the Credit Agreement in the manner set forth herein in order
to, among other things, extend the Revolving Credit Termination Date and the Term Loan B Maturity Date and amend certain other
provisions contained in the Existing Credit Agreement.


 


NOW
THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the parties covenant and agree with each other as follows:


 


Section
1

INTERPRETATION


 


		1.1	Capitalized
                                         terms defined in the Existing Credit Agreement have the same meanings in this Second
                                         Amending Agreement unless otherwise defined herein or the context expressly or by necessary
                                         implication requires otherwise. This Second Amending Agreement is referenced herein as
                                         the “Second Amending Agreement”. For greater certainty, this Second
                                         Amending Agreement amends the Existing Credit Agreement and the term “Agreement”,
                                         as defined in the Existing Credit Agreement, includes (unless the context expressly or
                                         by necessary implication requires otherwise) this Second Amending Agreement to the extent
                                         of such amendments.



 


		1.2	The
                                         insertion of headings in this Second Amending Agreement is for convenience of reference
                                         only and shall not affect the interpretation of this Second Amending Agreement.



 


 






     


    2 


    

 


Section
2

AMENDMENTS – Definitions


 


		2.1	Section
                                         1.1.8 of the Existing Credit Agreement is hereby deleted and replaced with the following:





 


“1.1.8          “Applicable
Margin” means the following:


 


		(a)	For
                                         the Revolving Facility and Reimbursement Obligations



 


	Type
    of Advance	Rate
    and Applicable Margin
	CDN$
    Direct Advances at Prime Rate	Prime
    Rate + 0.50% per annum
	US$
    Direct Advances at US Base Rate	US
    Base Rate + 0.50% per annum
	US$
    Direct Advances at LIBOR	LIBOR
    + 2.00% per annum.
	Acceptance
    of CDN$ BA 	Acceptance
    fee of 2.00% per annum
	Performance
    Letters of Credit	1.00%
                                         per annum. 

        Minimum
        CDN$500 

	Financial
    Letters of Credit	2.00%
    per annum.
	Documentary
    Letters of Credit	Fees
    to be determined in accordance with the Bank’s fee schedule in effect from time to time


 


		(b)	For
                                         the Term Loan Facility A



 


	Type
    of Advance	Rate
    and Applicable Margin
	Prime
    Rate Loans:	Prime
    Rate + 1.25% per annum


 






     


    3 


    

 


		(c)	For
                                         the Term Loan Facility B



 


	Type
                                         of Advance

                                                                                
	Rate
    and Applicable Margin
	CDN$
    Direct Advances at Prime Rate	Prime
    Rate + 1.25% per annum
	US$
    Direct Advances at US Base Rate	US
    Base Rate + 1.25% per annum
	US$
    Direct Advances at LIBOR	LIBOR
    + 2.50% per annum.
	Acceptance
    of CDN$ BA 	Acceptance
    fee of 2.50% per annum


 


		(d)	For
                                         the MasterCard Facility: in accordance with the MasterCard Agreement and related agreements.”



 


		2.2	Section
                                         1.1.44 of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


“1.1.44          “EBITDA”
means, with reference to any period, Net Income for such period plus all amounts deducted in arriving at such Net Income
amount in respect of (a) Interest Expense for such period, (b) federal, state, and local income tax expenses for such period,
(c) depreciation of fixed assets and amortization (including, but not limited to, the amortization of any employee stock option
(or similar) compensation plan) of (and other charges with respect to) intangible assets for such period, and (d) extraordinary
fees or expenses not to exceed (i) US$2,000,000 for the applicable periods set forth in Section 8.20(b) ending on or prior to
December 31, 2018 and (ii) US$1,200,000 during any twelve month period thereafter, in each case including any fees and expenses
paid by any Loan Party during such period in connection with this Agreement and the consummation of any Permitted Acquisition
as defined and under the US Credit Agreement.”


 


		2.3	The
                                         words “one (1) month” in Section 1.1.68 of the Existing Credit Agreement
                                         are hereby deleted and replaced with the words “one (1) or two (2) months.”



 


		2.4	Section
                                         1.1.110 of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


“1.1.110       “Revolving
Credit Termination Date” means the date demand for payment of the Revolving Loans and cash collateralization of the
Letters of Credit is made by the Bank but if no such demand is sooner made, April 1, 2020, or such earlier date on which the Revolving
Credit Line is terminated in whole pursuant to pursuant to Sections 2.14, 9.2 or 9.3.”


 






     


    4 


    

 


		2.5	Section
                                         1.1.122 of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


“1.1.122      “Term
Loan B Maturity Date” means the earlier of (i) April 1, 2020 and (ii) the date on which the Term Loan B is terminated
in whole pursuant to Section 9.2 or 9.3.”


 


Section
3

amendments – COVENANTS


 


		3.1	Section
                                         2.2 of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


“2.2         Term
Loan Facility A.


 


Subject
to the terms and conditions hereof, the Bank agrees to make loans (the “Term Loan A”) in Canadian
Dollars to the Borrower in the initial amount of CDN$2,000,000 with an outstanding amount of CDN$47,128.80 as at March 14, 2018.
The Term Loan A has been advanced in one Borrowing on or about May 2, 2011. As provided in Section 2.8(a), the Borrower may elect
that the Term Loan A be outstanding as Prime Rate Loans. No amount repaid or prepaid on the Term Loan A may be borrowed again.”


 


		3.2	Section
                                         2.3 of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


“2.3         Term
Loan Facility B.


 


Subject
to the terms and conditions hereof, the Bank agrees to make loans (the “Term Loan B”) in Canadian
Dollars to the Borrower in the initial amount of CDN$10,000,000 or the U.S. Dollar Equivalent with an outstanding amount of US$424,000.00
as at March 14, 2018. The Term Loan B has been advanced in four Borrowings namely, in June 30, 2011 (CDN$6,500,000), June 30,
2011 (US$1,600,000), April 16, 2013 (US$1,400,000) and March 8, 2013 (CDN$166,837). As provided in Section 2.8(a), the Borrower
may elect that the Term Loan B be outstanding as Prime Rate Loans, US Base Rate Loans or LIBOR Loans. No amount repaid or prepaid
on the Term Loan B may be borrowed again.”


 


		3.3	Section
                                         2.4.2 of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


		“2.4.2	each
                                         Bankers’ Acceptance shall be stated to mature on a Business Day no later than the
                                         Revolving Credit Termination Date, with term of thirty (30) or sixty (60) days, subject
                                         to market availability;”



 






     


    5 


    

 


		3.4	Section
                                         2.10 of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


“2.10        Maturity
of Loans.


 


		(a)	Revolving
                                         Loans. Each Revolving Loan, both for principal and interest not sooner paid, shall
                                         mature and be due and payable by the Borrower on demand. The Revolving Credit Facility
                                         shall be repaid in full on the Revolving Credit Termination Date.



 


		(b)	Scheduled
                                         Payments of Term Loan A. The Borrower shall make principal payments on the Term Loan
                                         A in installments on the last day of each January, April, July and October in each year,
                                         commencing with the calendar quarter ending July 31, 2011, with the amount of each such
                                         principal installment, as of the Effective Date to equal to the fixed amount set forth
                                         in Column B below shown opposite of the relevant due date as set forth in Column A below:



 


	Column
                                         A 

        Payment
        Date
	Column
                                         B 

        Fixed
        amount in CDN Dollars 

	04/30/18
    (Term Loan A Maturity Date)	$47,128.80


 


,
with a final payment of all principal and interest not sooner paid on the Term Loan A due and payable on the Term Loan A Maturity
Date.


 






     


    6 


    

 


		(c)	Scheduled
                                         Payments of Term Loan B. The Borrower shall make principal payments on the Term Loan
                                         B in installments on the last day of each January, April, July and October in each year,
                                         commencing with the calendar quarter ending December 31, 2012, with the amount of each
                                         such principal installment, as of the Effective Date to equal to the fixed amount set
                                         forth in Column B below shown opposite of the relevant due date as set forth in Column
                                         A below:



 


	Column
                                         A 

        Payment
        Date 
	Column
                                         B 

        Fixed
        amount in US Dollars 

	 	 
	04/30/18	$36,000
	07/31/18	$36,000
	10/31/18	$36,000
	01/31/19	$36,000
	04/30/19	$36,000
	07/31/19	$36,000
	10/31/19	$36,000
	01/31/20	$36,000
	04/01/20
    (Term Loan B Maturity Date)	Bullet
    payment of $136,000
	 	 


,
with a final payment of all principal and interest not sooner paid on the Term Loan B due and payable on the Term Loan B Maturity
Date.”


 


		3.5	Section
                                         3.1(a) of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


		(a)	“Administration
                                         Fee. On April 1, 2019, the Borrower shall pay to the Bank an administration fee equal
                                         to 0.10% of the Revolving Credit Line then in effect, whether or not in use.”



 


		3.6	Section
                                         8.5(i) of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


		“(i)	as
                                         soon as available, and in any event no later than 30 days prior to the end of each fiscal
                                         year of the Borrower (and for fiscal year 2018, on or before February 28, 2019), a copy
                                         of the consolidated and consolidating business plan for the Borrower and its Subsidiaries
                                         for following fiscal year, such business plan to show the projected consolidated and
                                         consolidating revenues, expenses and balance sheet of the Borrower on a quarter-by-quarter
                                         basis, such business plan to be in reasonable detail prepared by the Borrower and in
                                         form satisfactory to the Bank (which shall include a summary of all assumptions made
                                         in preparing such business plan);”



 


		3.7	Section
                                         8.5 of the Existing Credit Agreement is hereby amended by adding the following Section
                                         8.5(o) after Section 8.5(n):



 


		“(n)	as
                                         soon as available, and in any event no later than 25 days after the last day of each
                                         calendar month, a narrative update on the sale process of the enterprise of the Loan
                                         Parties (by way of a sale or sales of assets or capital stock) in reasonable detail;”



 






     


    7 


    

 


		3.8	Section
                                         8.20 of the Existing Credit Agreement is hereby deleted and replaced with the following:



 


“8.20       Financial
Covenants.


 


(a)       Current
Ratio. As of the last day of each fiscal quarter of PPSI, PPSI shall maintain a Current Ratio of not less than the corresponding
ratio set forth opposite such determination date below:


 


	Fiscal
    Quarter Ending on or about	Current
                                         Ratio shall 

        not
        be less than: 

	03/31/18	0.90
    to 1.0
	6/30/18	0.95
    to 1.0
	09/30/18	1.00
    to 1.0
	12/31/18
    and each fiscal quarter thereafter	1.05
    to 1.0
	 	 


(b)       EBITDA.
PPSI shall not permit its EBITDA, on a consolidated basis, (i) on or prior to December 31, 2018, for the period from and including
January 1, 2018 and ending as of the last day of the fiscal quarter of the Borrower set forth below and (ii) from and after January
1, 2019 for the four (4) consecutive fiscal quarters of PPSI then most recently completed, determined on the last day of each
fiscal quarter of PPSI, to be less than the applicable amount set forth opposite such determination date below in the “Minimum
EBITDA Covenant Level” column:


 


	Fiscal
    Quarter Ending on or about	PPSI
    Budgeted Minimum EBITDA	Minimum
    EBITDA Covenant Level [reflects 20% maximum variance to PPSI Budgeted Minimum EBITDA]
	 	 	 
	3/31/18	US$792,000	US$633,600
	 	 	 
	6/30/18	US$2,207,000	US$1,765,600
	 	 	 
	9/30/18	US$4,541,000	US$3,632,800
	 	 	 
	12/31/18	US$7,200,000	US$5,760,000
	 	 	 
	3/31/19
    and each fiscal quarter thereafter	US$7,200,000	US$5,760,000


 






     


    8 


    

 


(c)       Tangible
Net Worth. As of the last day of each fiscal quarter of PPSI, PPSI shall maintain, on a consolidated basis, a Tangible Net
Worth of not less than the corresponding amount set forth opposite such determination date below in the “Minimum Tangible
Net Worth” column:


 


	Period(s)
    Ending	PPSI
    Budgeted Tangible 

Net Worth:	Minimum
    Tangible Net 

Worth [reflects 15% 

maximum variance to PPSI budgeted tangible net worth]
	 	 	 
	3/31/18	US$1,056,000	US$897,600
	 	 	 
	6/30/18	US$2,316,800	US$1,969,280
	 	 	 
	9/30/18	US$3,860,800	US$3,281,680
	 	 	 
	12/31/18	US$5,272,000	US$4,481,200
	 	 	 
	3/31/19
    and at all times thereafter	US$5,272,000	US$4,481,200


”


 


		3.9	Exhibit
                                         A of the Existing Credit Agreement (Notice of Borrowing) is hereby deleted and
                                         replaced by the attached Schedule A.



 


		3.10	Exhibit
                                         B of the Existing Credit Agreement (Notice of Continuation/Conversion) is hereby
                                         deleted and replaced by the attached Schedule B.



 


Section
4

limited waivers


 


		4.1	PPSI
                                         has failed to comply, as of the last day of its fiscal year ended December 31, 2017,
                                         with the Current Ratio, EBITDA and Tangible Net Work requirements set forth in Section
                                         8.20 of the Existing Credit Agreement (the “Existing 2017 Default”).
                                         The Borrower has requested that the Bank permanently waive the Existing 2017 Default.
                                         Subject to the satisfaction of the conditions precedent set forth in Section 5 below,
                                         the Bank hereby permanently waives the Existing 2017 Default. This waiver is limited
                                         to the matters and time periods expressly stated herein. Except as specifically waived
                                         hereby, all of the terms and conditions of the Existing Credit Agreement, as amended
                                         by this Second Amending Agreement, shall stand and remain in full force and effect.



 






     


    9 


    

 


Section
5

CONDITIONS PRECEDENT


 


		5.1	The
                                         effectiveness of this Second Amending Agreement is subject to and conditional upon the
                                         satisfaction of the following conditions and the delivery by the Bank to the Borrower
                                         of a written notice that this Second Amending Agreement is then effective:



 


		(a)	the
                                         Bank shall have received sufficient copies, in form and substance satisfactory to the
                                         Bank, of the following:



 


		(i)	this
                                         Second Amending Agreement duly executed by all of the parties hereto;



 


		(ii)	copies
                                         of resolutions of the Borrower’s and each Guarantor’s board of directors
                                         (or similar governing body) authorizing the execution, delivery and performance of this
                                         Second Amending Agreement and the other Loan Documents to which it is a party and the
                                         consummation of the transactions contemplated hereby and thereby, certified by its Secretary
                                         or Assistant Secretary;



 


		(i)	confirmation
                                         that all conditions precedent for the amendment of the U.S. Credit Agreement have been
                                         met to the satisfaction of the Bank and its legal counsel; and



 


		(ii)	such
                                         other documents as the Bank may reasonably request;



 


		(b)	legal
                                         matters incident to the execution and delivery of this Second Amending Agreement and
                                         the other Loan Documents and to the transactions contemplated hereby shall be satisfactory
                                         to the Bank and its counsel;



 


		(c)	after
                                         giving effect to Section 4 of this Second Amending Agreement, no Default or Event of
                                         Default shall have occurred and be continuing; and



 


		(d)	all
                                         fees payable in accordance with this Second Amending Agreement shall have been paid to
                                         the Bank on or before the date of this Second Amending Agreement (including without limitation,
                                         an administration fee equal to 0.10% of the Revolving Credit Line then in effect, whether
                                         or not in use, and legal fees and expenses of the Bank).



 


		5.2	The
                                         conditions stated in Section 5.1 are inserted for the sole benefit of the Bank and the
                                         conditions stated therein may only be waived by the Bank, in whole or in part, with or
                                         without terms or conditions.



 


Section
6

GENERAL


 


		6.1	This
                                         Second Amending Agreement is executed under express reserve of the obligations contained
                                         in the Existing Credit Agreement and of all other rights subsisting in favour of the
                                         Bank under the Existing Credit Agreement insofar as they are not inconsistent with these
                                         presents and without novation of any kind or derogation from the rank or priority thereof.



 


		6.2	In
                                         all other respects, the parties recognize that the Existing Credit Agreement and the
                                         other Loan Documents remain unchanged and each of them confirms and reiterates, as of
                                         the date of this Second Amending Agreement, each and every of their respective representations
                                         and warranties, covenants, undertakings and obligations under the Existing Credit Agreement,
                                         as hereby amended, and the other Loan Documents.



 






     


    10 


    

 


		6.3	The
                                         Borrower and each Guarantor hereby recognizes that all security granted to the Bank pursuant
                                         to the Existing Credit Agreement, the Loan Documents or otherwise remains unchanged and
                                         confirms that such security (including, without limitation, the security described in
                                         Schedule 1.1.113 of the Existing Credit Agreement) remains available and in full force
                                         and effect to secure the indebtedness, liabilities and obligations of the Borrower and
                                         each Guarantor to the Bank pursuant to the Existing Credit Agreement, as hereby amended,
                                         and the other Loan Documents. For greater certainty, the Borrower and each Guarantor
                                         hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent
                                         or otherwise, under each of the Loan Documents to which it is a party (after giving effect
                                         hereto) and (ii) ratifies and reaffirms that such grant of hypothecs, security interests
                                         and Liens and confirms and agrees that such security interests and Liens hereafter secure
                                         all of the Obligations as amended hereby.



 


		6.4	The
                                         Borrower shall pay all legal fees and disbursements incurred by the Bank in connection,
                                         directly or indirectly, to the subject-matter of this Second Amending Agreement, including
                                         without limitation, the preparation, negotiation, execution and carrying out of this
                                         Second Amending Agreement and the documents contemplated thereby.



 


		6.5	This
                                         Second Amending Agreement may be executed and delivered in any number of counterparts,
                                         each of which when executed and delivered is an original but all of which taken together
                                         constitute one and the same instrument. This Second Amending Agreement may be executed
                                         and delivered by facsimile transmission or PDF and each of the parties hereto may rely
                                         on such facsimile signature or PDF as though that facsimile signature or PDF were an
                                         original hand-written signature.



 


		6.6	This
                                         Second Amending Agreement shall be governed by and construed in accordance with the laws
                                         of the Province of Québec and the laws of Canada applicable therein.



 


		6.7	The
                                         parties hereto have required that this Second Amending Agreement be drawn up in the English
                                         language. Les parties aux présentes ont exigé que la présente
                                         convention soit rédigée en langue anglaise.



 


[SIGNATURE
PAGE FOLLOWS]


 






     


    - S1 -


    

 





IN
WITNESS WHEREOF the parties hereto have caused this Second Amending Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


 





	 	PIONEER
    ELECTROGROUP CANADA INC., as Borrower
	 	 
	 	By:	
	 	 	Name: Nathan Mazurek
	 	 	Title: Chief Executive Officer
	 	I/we have authority to bind the
    corporation
	 	 	 
	 	PIONEER POWER SOLUTIONS, INC.,
    as Guarantor
	 	 	 
	 	By:	 
	 	 	Name: Nathan Mazurek
	 	 	Title: Chief Executive Officer
	 	I/we have authority to bind the
    corporation
	 	 	 
	 	 	 
	 	BANK OF MONTREAL
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	I/we have authority to bind the
    bank




 






     


     


    

 





SCHEDULE
A


 


See
attached


 




     


     


    

 


EXHIBIT
A


 


NOTICE
OF BORROWING


 





	 	Date:	_______________,
    ____




 


		To:	Bank
                                         of Montreal, as lender under the Amended and Restated Credit Agreement dated as of April
                                         29, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
                                         Agreement”), among Pioneer Electrogroup Canada Inc., as Borrower, the
                                         Guarantors party thereto, and Bank of Montreal



 


Ladies
and Gentlemen:


 


The
undersigned, Pioneer Electrogroup Canada Inc. (the “Borrower”), refers to the Amended and Restated
Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant
to Section 2.8 of the Credit Agreement, of the Borrowing specified below:


 


		1.	The
                                         Business Day of the proposed Borrowing is ___________, ____.



 


		2.	The
                                         aggregate amount of the proposed Borrowing is $______________.



 


		3.	The
                                         Borrowing is being advanced under the Revolving Facility.



 


		4.	The
                                         Borrowing is to be comprised of $___________ of [LIBOR Loans or Acceptances].



 


		5.	[The
                                         duration of the Interest Period for the LIBOR Loans included in the Borrowing shall be
                                         1 or 2 months.]



 


		6.	[The
                                         Bankers’ Acceptances shall be for 30 or 60 days]



 


The
undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed
Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:


 


		(a)	the
                                         representations and warranties contained in Article 6 of the Credit Agreement are true
                                         and correct in all material respects (where not already qualified by materiality, otherwise
                                         in all respects) as though made on and as of such date (except to the extent such representations
                                         and warranties relate to an earlier date, in which case they are true and correct in
                                         all material respects (where not already qualified by materiality, otherwise in all respects)
                                         as of such earlier date); and



 






     


     


    

 


		(b)	no
                                         Default has occurred and is continuing or would result from such proposed Borrowing.



 


	 	Pioneer
    ELECTROGROUP CANADA Inc.
	 	 	 
	 	By:	 
	 	 	Name
	 	 	Title





 






    -2- 


     


    

 


SCHEDULE
B


 


See
attached


 




     


     


    

 


EXHIBIT
B


 


NOTICE
OF CONTINUATION/CONVERSION


 


Date:
____________, ____


 


		To:	Bank
                                         of Montreal, as lender under the Amended and Restated Credit Agreement dated as of April
                                         29, 2016 (as extended, renewed, amended or restated from time to time, the “Credit
                                         Agreement”), among Pioneer Electrogroup Canada Inc., as Borrower, the
                                         Guarantors party thereto, and Bank of Montreal



 


Ladies
and Gentlemen:


 


The
undersigned, Pioneer Electrogroup Canada Inc. (the “Borrower”), refers to the Amended and Restated
Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant
to Section 2.8 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:


 


1.       The
conversion/continuation Date is __________, ____.


 


		2.	The
                                         aggregate amount of the Revolving Loans to be [converted] [continued] is
                                         $______________.



 


		3.	The
                                         Loans are to be [converted into] [continued as] [Prime Rate] [U.S. Base Rate] [LIBOR]
                                         Loans or Bankers’ Acceptance.



 


		4.	[If
                                         applicable:] The duration of the Interest Period for the LIBOR Loans included in the
                                         [conversion] [continuation] shall be 1 or 2 months.



 


	 	Pioneer
    ELECTROGROUP CANADA Inc.
	 	 	 
	 	By:	 
	 	 	Name
	 	 	Title