BSJ Shareholders' Agreement (2024)

(b) Any purported or attempted Transfer (whether by operation of law, by court order or otherwise) not made in compliance with this Agreement will be void ab initio as against the Company, and the Company will not recognize the purported transferee as a Shareholder of the Company for any purpose, including, without limitation, the accrual or payment of dividends or other distributions and the exercise of voting rights. In addition, the attempted or purported Transfer will be deemed to be a Prohibited Transfer, and except as otherwise agreed upon in writing by the Company, the shares subject to the attempted or purported Transfer will immediately become subject to the Purchase Right procedures set forth in Section 6. For purposes of those provisions, the shares subject to the attempted or purported Transfer will constitute the Offered Shares and the Purchase Price will be the Fair Value of the Offered Shares. (c) Notwithstanding anything in this Agreement to the contrary, if any Shareholder for any reason ceases to be an Eligible Shareholder, then immediately and without any action by the Shareholder or any other person, the Shareholder will be deemed to have sold all of his shares of Common Stock to the Company. Except as otherwise agreed in writing by the Company, this sale will be deemed to have occurred immediately prior to the event by which the Shareholders ceases to be an Eligible Shareholder, regardless of whether the Shareholder or the Company had any actual knowledge as of the date of transfer that the Shareholder would no longer be an Eligible Shareholder and regardless of whether the Purchase Price had been paid as of the date of the deemed sale. Although the sale will be deemed to have occurred as described above, in the event that the Company does not desire to retain all of the shares of Common Stock that were deemed sold, the Company may assign or allocate to one or more persons, including the other Shareholders, the obligation to pay the Purchase Price with respect to those shares (and the Company’s corresponding rights in those shares). For purposes of this Section 2(c) and, to the extent applicable, Section 6, the shares of Common Stock that were deemed sold will constitute the Offered Shares and the Purchase Price will be equal to the Fair Value of the Offered Shares. Neither the Company nor any other person purchasing shares of Common Stock as a result of this Section 2(c) will be required to pay any interest on the Purchase Price between the date the deemed sale was executed and the date that the Purchase Price is paid, regardless of the length of time. 3. Notice of Proposed Transfer and Action by the Board. (a) Prior to making or effecting any Transfer to any person other than the Company, the Transferring Shareholder will inform the Company by notice in writing, substantially in the form of Exhibit A (“Transfer Notice”), of the Transferring Shareholder’s intent to Transfer (“Proposed Transfer”) all or any portion of his shares (“Offered Shares”) of Common Stock. The Transfer Notice must be dated and signed by the Transferring Shareholder and contain all relevant information regarding the Proposed Transfer including, but not limited to, the following: (i) the name and address of the Proposed Transferee; (ii) the number of shares of Common Stock proposed or intended to be transferred; (iii) all other terms and conditions of the Proposed Transfer; and (iv) reasonable detail as to why the Proposed Transfer qualifies as a Permitted Transfer, including evidence sufficient to document that the Proposed Transferee is an Eligible Shareholder. (b) Within 35 calendar days following receipt of the Transfer Notice, the Company will advise the Transferring Shareholder in writing, substantially in the form of Exhibit B (“Company Reply”), whether the Proposed Transfer is a Permitted Transfer or a Prohibited Transfer. 4. Permitted Transfers. If the Board determines that the Proposed Transfer is a Permitted Transfer, and the Proposed Transferee is not already a party to this Agreement, the Company will deliver a copy of this Agreement to the Proposed Transferee along with a request that the Proposed Transferee join as a party to this Agreement. No Permitted Transfer will be effective unless and until the Company has received a counterpart of this Agreement executed by the Proposed Transferee and his spouse, if any,

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