BSJ Shareholders' Agreement (2024)

and any and all consents and other instruments and documentation requested by the Company to enable it to maintain, confirm and protect its status as an S Corporation. If the Proposed Transferee is a trust, no Permitted Transfer will be effective unless and until the Company has received a legally binding counterpart of this Agreement executed by the trustee, the trust has made any required filing with the Internal Revenue Service to hold S corporation stock, and the Company has received a copy of any such filing and any and all consents and other instruments and documentation requested by the Company to enable it to maintain, confirm and protect its status as an S Corporation. If the Proposed Transferee is a usufruct, no Permitted Transfer will be effective unless and until the Company has received a legally binding counterpart of this Agreement executed by the usufructuary and each naked owner (along with their respective spouses, if any). However, no counterpart of this Agreement will be required of any party who has previously executed a counterpart of this Agreement. After execution of a counterpart of this Agreement, the Proposed Transferee will thereafter be considered a “Shareholder” for all purposes of this Agreement and, as a result, be bound by the terms and subject to the conditions contained in this Agreement. No Permitted Transfer will be effective (and, if attempted, will be void ab initio ) if consummated in a manner materially different, as determined by the Board, from the Proposed Transfer described in the Transfer Notice. 5. Prohibited Transfers. If the Board determines that the Proposed Transfer is not a Permitted Transfer, then the Company Reply will also include the Fair Value of the Offered Shares, if one exists at the time, and the Transferring Shareholder will be entitled to Transfer the Offered Shares under the Purchase Right procedures set forth in Section 6, or retain the Offered Shares. If no Fair Value exists at the time and the parties do not elect to have the Fair Value determined, or if the Transferring Shareholder fails to notify the Company in writing, substantially in the form of Exhibit C (“Shareholder Reply”), of his intention to Transfer the Offered Shares under the Purchase Right procedures set forth in Section 6, then the Transferring Shareholder will be deemed to be no longer pursuing the Proposed Transfer and will retain the Offered Shares. 6. Purchase Right. In the event of a Prohibited Transfer (deemed or otherwise) that becomes subject to the provisions of this Section 6, the Company will have the right to purchase (“Purchase Right”) the Offered Shares on the terms and conditions set forth below: (a) The purchase price for the Offered Shares (“Purchase Price”) will be the Fair Value, less any cash distributions (other than tax distributions) with respect to the Offered Shares that are paid or payable after the date the Purchase Price is determined to Shareholders of record as of a date prior to the Transfer Date. If a stock dividend or stock split becomes payable after the Purchase Price is determined but before the Transfer Date, any shares received with respect to the Offered Shares by the Transferring Shareholder resulting from the stock split or stock dividend will be treated as part of the Offered Shares being transferred. (b) If a reclassification, reorganization, merger or consolidation occurs after the Purchase Price is determined but before the Transfer Date, any shares received as a result of such occurrence with respect to the Offered Shares will be treated the same as the Offered Shares being transferred. (c) If the Company determines not to exercise its Purchase Right with respect to any or all of the Offered Shares, the Company will have the right to assign its Purchase Right with respect to any remaining Offered Shares to one or more assignees, including to the remaining Shareholders (on a pro rata or any other basis as the Board determines). (d) If the Company or any other party to whom the Purchase Right has been assigned (“Exercising Party”) determines to exercise its Purchase Right, then within 75 calendar days following the Company’s receipt of the Transfer Notice or other actual notice of any attempted or purported Transfer,

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