BSJ Shareholders' Agreement (2024)

that case, the shares will constitute the Offered Shares and the Purchase Price will be the Fair Value of the Offered Shares. The Company will remit to the Shareholder the excess of the Fair Value of the Offered Shares over the amount of the reimbursement obligation. In the alternative, the Company may withhold an amount of distributions that would otherwise be payable to the Shareholder equal to the amount of the reimbursement obligation. If the inadvertent termination is not waived by the Internal Revenue Service and the Company’s status as an S Corporation is permanently terminated, the Shareholders agree to make the election under section 1362(e)(3) of the Code upon written request of the Company. (h) In addition to any other damages which may be assessed against a person for breach of this Agreement, any person who willfully and intentionally breaches this Agreement will be liable to the Company, its officers and directors, the Shareholders, their spouses and the transferees or successors of a Shareholder, or spouse of a Shareholder for any and all losses, claims, damages, liabilities or additional taxes or assessments resulting, directly or indirectly, from the breach, including any legal or other expenses reasonably incurred in connection with investigating or defending the loss, claim or damage. 14. Revocation of Subchapter S Election; Amendment and Termination of Agreement. (a) Upon the Board’s determination to revoke the Company’s Subchapter S election, each Shareholder and his or her spouse, if any, will execute any consents and other instruments and take such other actions requested by the Company to permit the Company to revoke its Subchapter S election, and each Shareholder and his or her spouse, if any, hereby appoints the Company, acting through one or more of its authorized officers, his or her agent and attorney in fact to execute any and all consents and other instruments and to take such other actions as may be deemed necessary or advisable to revoke the Company’s S Corporation status, and such power of attorney is irrevocable and deemed coupled with an interest. If a Shareholder fails to comply with the obligations described in the preceding sentence within a reasonable time following notice from the Company, the Shareholder agrees that his shares will become subject to the purchase provisions set forth in Section 6, and the shares will be deemed to be Offered Shares and the Purchase Price will be the Fair Value of the Offered Shares. (b) This Agreement may be amended or terminated upon the consent of Shareholders owning at least a majority of the issued and outstanding Common Stock. In the event that the Company’s election to be taxed as an S Corporation is terminated for any reason, this Agreement may also be terminated by resolution of the Board. In addition, this Agreement will automatically terminate as of the calendar day immediately prior to the 25th anniversary of the Effective Date. The termination of this Agreement will not relieve any party hereto from any liability for any breach or violation of the Agreement that occurred prior to the termination. 15. Miscellaneous Provisions. (a) This Agreement is applicable to all shares of or beneficial interest in shares of Common Stock now owned or hereafter acquired by a Shareholder, and is binding upon and inures to the benefit of the Company and its successors and assigns. For purposes of clarity, the Agreement will remain in effect and will continue to apply to Common Stock hereafter acquired by a Shareholder, even if those shares are acquired following a period of time in which the Shareholder ceased to have an interest in Common Stock, except that the Shareholder’s rights and obligations under this Agreement will be suspended during any period of time in which Shareholder ceased to have an interest in Common Stock. This Agreement is binding upon and inures to the benefit of each Shareholder and his heirs, legatees, legal representatives, successors and permitted assigns, and any receiver trustee in bankruptcy or representative of the creditors of each such person. Except as specifically permitted herein, no Shareholder may assign his rights or obligations under this Agreement. Any assignment in violation of the foregoing will be null and void.

10