EXHIBIT
4
THIRD AMENDED AND RESTATED
LIMITED LIABILITY TRUST COMPANY AGREEMENT
OF
AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC
THIS THIRD AMENDED AND
RESTATED LIMITED LIABILITY TRUST COMPANY AGREEMENT (as amended, amended and restated, supplemented or modified from time to time,
the “
Agreement
”) of American Stock Transfer & Trust Company, LLC (the “
Company
”) dated
as of this 29th day of June, 2015, by Armor Holding II LLC, as the sole member of the Company (the “
Member
”)
amends and restates the Second Amended and Restated Limited Liability Trust Company Agreement of the Company dated as of June 26,
2013 (as amended by that certain First Amendment to the Second Amended and Restated Limited Liability Trust Company Agreement of
the Company dated as of April 23, 2014) in its entirety.
RECITAL
The Member converted
the Company into a limited liability trust company under the laws of the State of New York and now desires to amend and restate
the written agreement governing the affairs of the Company in accordance with the provisions of the Limited Liability Company Law
of the State of New York and any successor statute, as amended from time to time (the “
Act
”) and the Banking
Law of the State of New York and any successor statute, as amended from time to time (the “
Banking Law
”).
ARTICLE 1
The Limited Liability Trust Company
a.
Formation
. The Member previously converted the Company into a limited liability trust company pursuant to the Act and the Banking Law; such
conversion of the Company from a New York trust company into a New York limited liability trust company was approved by the New
York Banking Board on April 17, 2008 in conformity with Section 102-a(3) of the Banking Law. The conversion to a limited liability
trust company became effective on May 30, 2008, when the New York State Banking Department issued an Authorization Certificate
for the converted entity.
b.
Name
. The name of the Company shall be “American Stock Transfer & Trust Company, LLC” and its business shall be carried
on in such name with such variations and changes as the Board (as hereinafter defined) shall determine or deem necessary to comply
with requirements of the jurisdictions in which the Company’s operations are conducted.
c.
Business Purpose
;
Powers
. The purposes for which the Company is formed are:
(i) to exercise the
powers conferred by Section 100 of the Banking Law, including corporate trust powers; personal trust powers; pension trust powers
for tax-qualified pension trusts and
retirement plans; and
common or collective trust powers; provided, however, that the Company shall neither accept deposits nor make loans except for
deposits and loans arising directly from the exercise of its fiduciary powers as specified in this Section 1(c); and
(ii) in furtherance
of the foregoing, to engage in any lawful act or activity for which limited liability trust companies may be formed under the Banking
Law.
d.
Registered
Office and Agent
. The Secretary of State is designated as agent of the limited liability company upon whom process against
it may be served. The post office address within or without this state to which the Secretary of State shall mail a copy of any
process against the limited liability company served upon him or her is 6201 15th Avenue, Brooklyn, New York 11219.
e.
Term
. Subject to the provisions of Article 6 below, the Company shall continue until December 31, 2030, unless the Members agree to
extend such date.
ARTICLE 2
The Member
a.
The Member
. The name and address of the Member is as follows:
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Name
|
Address
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Armor Holding II LLC
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6201 15th Avenue,
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Brooklyn, New York 11219
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b.
Actions by
the Member; Meetings
. All actions taken by the Member must be duly authorized by the board of managers of the Member (the
“
Member’s Board
”) in accordance with the Shareholders Agreement (as hereinafter defined). Subject to
the foregoing sentence, the Member may approve a matter or take any action at a meeting or without a meeting by the written consent
of the Member. Meetings of the Member may be called at any time by the Member.
c.
Liability of
the Member
. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall
be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such
debt, obligation or liability of the Company solely by reason of being a member, except as otherwise provided for by law.
d.
Power to Bind
the Company
. Except as required by the Act or the Banking Law, the Member (acting in its capacity as such) shall have no
authority to bind the Company to any third party with respect to any matter.
e.
Admission of
Members
.
New members shall be admitted only upon the prior written approval of the Member.
f.
Engagement
of Third Parties
. The Company, may, from time to time, employ any Person or engage third parties to render services to
the Company on such terms and for such compensation as the Member may reasonably determine, including, attorneys, investment consultants,
brokers or finders, independent auditors and printers. Such employees and third parties may be affiliates of any Member. Persons
retained, engaged or employed by the Company may also be
engaged, retained or
employed by and act on behalf of one or more Member or any of their respective affiliates.
ARTICLE 3
The Board
a.
Management
By Board of Managers
.
(i) Subject to such
matters which are expressly reserved hereunder, under the Act, under the Banking Law or under that certain Fourth Amended and Restated
Shareholders Agreement, dated as of June 20, 2014, as amended from time to time, among the Shareholders of Armor Holdco, Inc. and
Armor Holdco, Inc. (the “
Shareholders Agreement
”), to the Member for decision, the business and affairs of the
Company shall be managed by a board of managers (the “
Board
”), which shall be responsible for policy setting,
approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. In accordance
with Section 7002 of the Banking Law, the Board shall consist of seven (7) to fifteen (15) individuals (the “
Managers
”).
Such Managers shall be determined from time to time by resolution of the Member in accordance with Section 4.2 of the Shareholders
Agreement.
(ii) Each Manager shall
be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier
removal, resignation, death or disability. Subject to the provisions of clause (iii) below, the Member may remove any Manager from
the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon
written notice to the Member.
(iii) The Member may
take all actions that it deems necessary to cause the Board to consist of the same managers who serve on the Member’s Board;
provided
that, subject to
Article 3(a)(i)
, the number of independent directors who serve on the Board may be greater
or less than the number of independent directors who serve on the Member’s Board;
provided
,
further
, that in
no event shall the Board be composed of less than three (3) independent directors. Accordingly, if any person who is a member of
the Members’ Board ceases to be a member of such board for any reason, the Member may take such action as is necessary to
remove such person from the Board and elect to the Board the person appointed to the Member’s Board in place of such person.
(iv) Any vacancy occurring
on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board
shall be filled by the Member. A Manager chosen to fill a vacancy resulting from the resignation, removal, death or disability
of a Manager shall serve the unexpired term of his or her predecessor in office.
b.
Action By the Board
.
(i) In accordance with
Section 7010 of the Banking Law, a regular meeting of the Board shall be held at least ten (10) times a year; provided, however,
that during any three (3) consecutive months, the Board shall meet at least twice. Each Manager may call a meeting of the Board
upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute
a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers
then in office.
(ii) Meetings of the
Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting
of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms
of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.
c.
Power to Bind
Company
. None of the Managers (acting in their capacity as such) shall have authority to bind the Company to any third
party with respect to any matter unless the Board shall have approved such matter and authorized such Manager(s) to bind the Company
with respect thereto.
d.
Officers and Related Persons
.
(i) The Board shall
have the authority to appoint and terminate officers of the Company and retain and terminate employees, agents and consultants
of the Company. The Board, to the extent permitted by applicable law and as provided in any resolution of the Board, may, from
time to time in its sole and absolute discretion and without limitation, delegate such duties or any or all of its authority, rights
and/or obligations, to any one or more officers, employees, agents, consultants or other duly authorized representatives of the
Company as the Board deems appropriate, including the power, acting individually or jointly, to represent and bind the Company
in all matters in accordance with the scope of their respective duties.
ARTICLE 4
Capital Structure and Contributions
a.
Capital Structure
. The capital structure of the Company shall consist of one class of common interests, par value $1.00 (the “
Common Interests
”).
Each Common Interest shall entitle its holder to one vote per Common Interest on each matter on which the Member shall be entitled
to vote. All Common Interests shall be identical with each other in every respect. The Company shall be authorized to issue 5,000,000
Common Interests. In exchange for all of the outstanding shares of American Stock Transfer & Trust Company held by the Member,
the 5,000,000 Common Interests shall be issued to the Member. The Member shall own all of the Common Interests issued and outstanding.
b.
Capital Contributions
. From time to time, the Board may determine that the Company requires capital and may request the Member to make capital contribution(s)
in an amount determined by the Board. A capital account shall be maintained for the Member, to which contributions and profits
shall be credited and against which distributions and losses shall be charged.
c.
Right to Issue
Certificates
. The ownership of a Common Interest by a Member shall be evidenced by a certificate (a “
Certificate
”)
issued by the Company. All Common Interests in the Company shall be securities governed by Article 8 of the Uniform Commercial
Code as in effect from time to time in any jurisdiction, including without limitation the State of New York.
d.
Form of Certificates
. Certificates attesting to the ownership of Common Interests in the Company shall be in substantially the form set forth in Exhibit
A hereto and shall state that the Company is a limited liability trust company formed under the laws of the State of New York,
the name of the Member to whom such Certificate is issued and that the Certificate represents limited liability trust company interests
within the meaning of the Act and the Banking Law. Each Certificate shall bear the following legend:
“THIS CERTIFICATE EVIDENCES COMMON
INTERESTS IN THE AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (THE “COMPANY”) AND SHALL BE A SECURITY FOR PURPOSES
OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE COMMON INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS
OF THE THIRD AMENDED AND RESTATED LIMITED LIABILITY TRUST COMPANY AGREEMENT OF THE COMPANY DATED AS OF JUNE 29, 2015 (
A
S
MAY BE AMENDED, RESTATED, AMENDED AND RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “LLTC AGREEMENT”). A COPY
OF THE LLTC AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY
AT ITS PRINCIPAL PLACE OF BUSINESS.”
e.
Execution
. Each Certificate shall be signed by the Chief Executive Officer, the President, the Secretary, an Assistant Secretary or other
authorized officer or person of the Company by either manual or facsimile signature.
f.
Registrar
. The Company shall maintain an office where Certificates may be presented for registration of transfer or for exchange. Unless otherwise
designated, the Secretary of the Company shall act as registrar and shall keep a register of the Certificates and of their transfer
and exchange.
g.
Issuance
. The Certificates of the Company shall be numbered and registered in the interest register or transfer books of the Company as they
are issued.
h.
Common Interest
Holder Lists
. The Company shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all holders of Common Interests.
i.
Transfer and
Exchange
. When Certificates are presented to the Company with a request to register a transfer, the Company shall register
the transfer or make the exchange on the register or transfer books of the Company; provided, that any Certificates presented or
surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer
in form satisfactory to the Company duly executed by the holder thereof or his attorney duly authorized in writing. Notwithstanding
the foregoing, the Company shall not be required to register the transfer, or exchange, any Certificate if as a result the transfer
of the Common Interest at issue would cause the Company or the Member to violate the Securities Act, the Exchange Act, the Investment
Company Act, or the laws, rules, regulations, orders and other directives of any Governmental Authority or otherwise violate the
terms of this Agreement or the Shareholders Agreement.
j.
Record Holder
. Except to the extent that the Company shall have received written notice of an assignment of Common Interests and such assignment
complies with the requirements of Section 7(a) of this Agreement, the Company shall be entitled to treat the individual or entity
in whose name any Certificates issued by the Company stand on the books of the Company as the absolute owner thereof, and shall
not be bound to recognize any equitable or other claim to, or interest in, such Common Interests on the part of any other individual
or entity.
k.
Replacement
Certificates
. If any mutilated Certificate is surrendered to the Company, or the Company receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, the Company shall issue a replacement Certificate if the requirements of
Section 8-405 of the Uniform Commercial Code are met. If required by the Company, an indemnity and/or the deposit of a bond in
such form and in such sum, and with such surety or sureties as the Company may direct, must be supplied by the holder of such
lost, destroyed or stolen Certificate that is sufficient in the judgment of the Company to protect the Company from any loss that
it may suffer if a Certificate is replaced. The Company may charge for its expenses incurred in connection with replacing a Certificate.
ARTICLE 5
Profits, Losses and Distributions
a.
Profits and
Losses
. For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on
an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely
to the Member.
b.
Distributions
. The Board shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall
authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Board. The distributions
of the Company shall be allocated entirely to the Member, provided, however, such distributions are in accordance with the Banking
Law.
ARTICLE 6
Events of Dissolution
The Company shall be
dissolved and its affairs wound up only upon the occurrence of any of the following events (each, an “
Event of Dissolution
”):
a. The Board votes for
dissolution; or
b. A dissolution of
the Company under Section 102-a(2) of the Banking Law or Section 701 of the Act.
ARTICLE 7
Transfer of Interests in the Company
Except upon approval
of the Member’s Board in accordance with Section 4.2 of the Member’s Shareholder’s Agreement, the Member may
sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests and, upon receipt by
the Company of a written agreement executed by the person or entity to whom such Common Interests are to be transferred agreeing
to be bound by the terms of this Agreement, such person shall be admitted as a member.
ARTICLE 8
Exculpation and Indemnification
a.
Exculpation
. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the
Act or Banking Law. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty
at law or in equity, none of the Member, Managers, or any officers, directors, stockholders, partners, employees, affiliates,
representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually,
a “
Covered Person
” and, collectively, the “
Covered Persons
”) shall be liable to the Company
or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs,
this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered
Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is
within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute
fraud, willful misconduct, bad faith, or gross negligence.
b.
Indemnification
. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any
and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all
claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“
Claims
”),
in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management
of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered
Person shall not be entitled to indemnification under this Section 8 with respect to (i) any Claim with respect to which such Covered
Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person
unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder
or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid
by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf
of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be
indemnified by the Company as authorized by this Article 8.
c.
Insurance
. The Board in its discretion shall have the power to cause the Company to purchase and maintain insurance in accordance with, and
subject to, the Act and Banking Law.
d.
Amendments
. Any repeal or modification of this Article 8 by the Member shall not adversely affect any rights of such Covered Person pursuant
to this Article 8, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the
time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE 9
Miscellaneous
a.
Tax Treatment
. Unless otherwise determined by the Member, the Company shall be a disregarded entity for U.S. federal income tax purposes (as
well as for any analogous state or local tax purposes), and the Member and the Company shall timely make any and all necessary
elections and filings for the Company to be treated as a disregarded entity for U.S. federal income tax purposes (as well as for
any analogous state or local tax purposes).
b.
Amendments
. Amendments to this Agreement and to the Certificate of Formation shall be approved in writing by the Member. An amendment shall
become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval
or as otherwise provided in the Act.
c.
Severability
. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective
to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force
without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant
as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision
shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid
or unenforceable provision.
d.
Governing Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles
of conflicts of laws thereof.
e.
Limited Liability
Trust Company
. The Member intends to form a limited liability trust company and does not intend to form a partnership
under the laws of the State of New York or any other laws.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has duly
executed this Agreement as of the date first written above.
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ARMOR HOLDING II LLC
, as sole member
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By:
|
/s/Martin G. Flanigan
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Name: Martin G. Flanigan
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Title: Chief Financial Officer
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[Signature Page to Third Amended and Restated
Limited Liability Trust Company Agreement]
EXHIBIT A
[FORM OF CERTIFICATE]
|
Number [*]
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Common Interest [*]
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AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC
a limited liability trust company formed
under the laws of the State of New York
Limited Liability Trust Company Common Interest
[Legend]
THIS CERTIFICATE EVIDENCES COMMON INTERESTS
IN THE AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (THE “COMPANY”) AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE
8 OF THE UNIFORM COMMERCIAL CODE. THE COMMON INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE THIRD
AMENDED AND RESTATED LIMITED LIABILITY TRUST COMPANY AGREEMENT OF THE COMPANY DATED AS OF JUNE 29, 2015 (
A
S
MAY BE AMENDED, RESTATED, AMENDED AND RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “LLTC AGREEMENT”). A COPY
OF THE LLTC AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY
AT ITS PRINCIPAL PLACE OF BUSINESS.
This Certifies that _________________________________
is the owner of _______ fully paid and non-assessable Common Interests of the above-named Company and is entitled to the full benefits
and privileges of such Common Interest, subject to the duties and obligations, as more fully set forth in the Agreements. This
Certificate is transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender
of this Certificate properly endorsed.
IN WITNESS WHEREOF
, the said Limited
Liability Company has caused this Certificate, and the Common Interest it represents, to be signed by its duly authorized officer
this ___ day of ______, 20__.
[Exhibit A to Third Amended and
Restated Limited Liability Trust Company Agreement]
