BSJ Shareholders' Agreement (2024)

with applicable law and this Agreement. No Shareholder will take any action or fail to take any action that, in either case, would (i) cause the termination of the Company’s status as an S Corporation prior to its revocation or result in a Prohibited Transfer. (c) In connection with any Transfer under this Agreement, the Transferring Shareholder and the transferee of the shares will do all things and execute and deliver all documents and make all transfers as may be necessary to consummate the Transfer in accordance with the applicable provisions of this Agreement. (d) This Agreement has been duly executed and delivered by the Shareholder and is a duly, authorized, valid, legally binding and enforceable obligation of the Shareholder. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under any material agreement, indenture, lien, charge, encumbrance or undertaking to which the Shareholder is a party or the Shareholder’s Common Stock is subject. (e) Each Shareholder agrees to give prompt notice in writing to the Company of any fact, event or circumstance that (i) would make untrue at any time any representation or warranty made by the Shareholder under this Agreement, (ii) would be reasonably likely to result in the Shareholder ceasing to be an Eligible Shareholder, or (iii) would be reasonably expected to cause or constitute a breach or other violation by the Shareholder of any provision of this Agreement. (f) Each Shareholder represents, warrants and covenants that he will pay all taxes lawfully due to all taxing authorities in connection with his ownership of Common Stock as and when due, unless he is contesting the payment of those taxes in good faith in accordance with appropriate procedures. Each Shareholder further agrees to indemnify, hold harmless and, upon request, defend the Company and each of the other Shareholders from any and all liability, loss, cost, expense, assessment, interest or penalty as a result of his failure to pay all taxes lawfully due. If the Company is assessed or otherwise made liable for the payment of any taxes, interest and/or penalties due to any taxing authority by a Shareholder or incurs any expenses in connection with any claim involving the foregoing, the Company will be entitled to recover those costs and expenses from the Shareholder. In furtherance of this reimbursement obligation, Shareholder agrees that the Company may exercise its Purchase Right in accordance with the provisions of Section 6 with respect to the number of shares necessary to satisfy the reimbursement obligation. In 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. (g) In the event of an inadvertent termination of the Company’s status as an S Corporation, unless the Board determines that the Company’s status as an S Corporation should not be continued, the Shareholders agree to use their best efforts to obtain from the Internal Revenue Service a waiver of the terminating event on the grounds of inadvertency. The Shareholders further agree to take any steps, and make any adjustments, as may be required under section 1362(f)(3) and (4) of the Code or otherwise to cure the inadvertent termination. 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 as a result of, in response to or in furtherance of the remediation of a termination event, the Company will be entitled to recover those costs and expenses from any Shareholder whose failure to comply with this Agreement was a cause of the termination event. In furtherance of this reimbursement obligation, the Shareholder agrees that the Company may exercise its Purchase Right in accordance with the provisions of Section 6 with respect to the number of shares necessary to satisfy the reimbursement obligation. In

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