This Shareholder Agreement has the following features:
1. Certain signatories can be holders of restricted stock grants under an equity compensation plan. They sign the shareholder agreement at the time of grant. Forfeit of shares under the grant agreement take precedent, but as the shares vest, they become fully governed by the Shareholder Agreement.
2. Contemplates voting and non-voting common stock.
3. Contains typical Shareholder Agreement provisions such as:
a. ROFR
b. Triggering event purchase options. Purchase option in order is:
i. Company
ii. Key Shareholder
iii. Other Shareholders
4. Contains drag along rights
5. Contains 2 year non-solicitation.
6. Valuation for purchase rights are greater of book value and 4x EBITDA (Exhibit C).
