BSJ Shareholders' Agreement (2024)

the Company will deliver to the Transferring Shareholder notice that the Purchase Right is being exercised substantially in the form of Exhibit D to this Agreement (“Exercise Notice”). The Exercise Notice will specify (i) the Purchase Price for the Offered Shares, (ii) the number of Offered Shares that each Exercising Party will acquire, and (iii) the place where certificates for the shares are to be surrendered for payment of the Purchase Price; provided, however, that any lapse of time due to an appraisal to calculate the Fair Value will be disregarded in the computation of time frames in this Agreement. (e) The effective date of the Transfer of the Offered Shares (“Transfer Date”) will occur on a date mutually agreed upon by the Transferring Shareholder and the Company within 15 calendar days following the date of the Exercise Notice. However, if the Company or an Exercising Party is prevented from consummating the purchase of the Offered Shares because of any action or threatened action by any court, regulatory agency or governmental authority, because any required approval by any court, regulatory agency or governmental authority has not been obtained, or any required waiting period have not been satisfied, then the Transfer Date will be delayed until a date mutually agreed upon by the Transferring Shareholder and the Company that is not more than 15 calendar days after the actions or threatened actions are withdrawn or resolved, all approvals have been obtained and all required waiting periods have been satisfied. The Company and each Exercising Party will use all reasonable best efforts to obtain any necessary regulatory approval as promptly as possible. On the Transfer Date, the Transferring Shareholder will deliver to the Company certificates representing the Offered Shares, free and clear of all claims, liens and encumbrances, and in proper form for registration of transfer on the books and records of the Company to each Exercising Party, and each Exercising Party will pay in cash to the Transferring Shareholder the Purchase Price for the Offered Shares. All shares Transferred will continue to remain subject to the terms and conditions of this Agreement. (f) If the Purchase Right has not been exercised with respect to all of the Offered Shares, the Transferring Shareholder may notify the Company in writing at any time before the Transfer Date that he intends to retain all of the Offered Shares. In that case, none of the Offered Shares will be Transferred in accordance with the Purchase Right provisions, and the Offered Shares will thereafter remain subject to the terms and conditions of this Agreement. 7. Delegation of Authority; Effect of Determinations. The Board may delegate any of its powers and duties under this Agreement to one or more officers of the Company in accordance with guidelines established by the Board from time to time. All decisions, determinations, actions and interpretations of the Board (or its delegate) in the administration of this Agreement lie with the Board (or its delegate) within its sole and absolute discretion and will be final, conclusive and binding on all parties concerned, except that the Board may, in its sole and absolute discretion, overrule an action, decision, determination or interpretation of a person to whom it has delegated authority. The Board may require representations, documentation, legal opinions and other information and assurances from any Shareholder, Proposed Transferee or other person deemed necessary or appropriate by the Board to exercise its authority and discretion as provided under this Agreement and may consult with counsel. In the event that any costs or expenses (including, but not limited to, the professional fees of accountants or lawyers engaged by the Company) are incurred by the Company in connection with the review and determination by the Company of a Shareholder’s continuing eligibility under this Agreement, a Shareholder Transfer or Proposed Transfer, or any other matter relating to a Shareholder or Proposed Transfer within the scope of this Agreement, the Company will be entitled to reimbursement of those costs and expenses from the Transferring Shareholder. In furtherance of this reimbursement obligation, the Company may withhold an amount of distributions that would otherwise be payable to the Shareholder equal to the amount of the reimbursement obligation or condition the approval of a Proposed Transfer on the discharge of such reimbursement obligation. In the alternative, the Shareholder agrees that the Company may exercise its Purchase Right in accordance with the provisions of Section 6 with

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