SHAREHOLDERS’ AGREEMENT
Exhibit 10.14
SHAREHOLDERS’ AGREEMENT
THIS SHAREHOLDERS’ AGREEMENT is entered into this 28th day of September, 2006, by and among
Across America Real Estate Corp., a Colorado corporation (the “Company”), BOCO Investments, LLC, a
Colorado limited liability company (“BOCO”) and GDBA Investments, LLLP, a Colorado limited
liability limited partnership (“GDBA”). BOCO and GDBA are referred to herein as an “Investor” and
together, the “Investors”.
(a) Until the termination of this Agreement in accordance with Section 4 hereof, at each
annual meeting of the shareholders of the Company and at each special meeting of the shareholders
of the Company called for the purpose of the election of directors of the Company, and at any other
time at which shareholders of the Company will have the right to or will vote for or consent in
writing to the election of directors of the Company, then each of the Investors hereby covenants
and agrees to vote all shares of capital stock (including shares of Preferred Stock) of the Company
now or hereafter owned or controlled by it and otherwise use its respective best efforts as a
shareholder of the Company as follows:
(i) in favor of causing and maintaining the election to the Board of Directors of the
two (2) designated Investor Directors (as provided in Section 1(c) and 1(d)); and
(ii) against the election or continued service of any director (other than the Investor
Directors) who is an Affiliate of either of the Investors.
(b) Promptly after execution of this Agreement, but in any event within five (5) days hereof,
the Company shall take all necessary and desirable actions within its control (including, without
limitation, calling special board meetings), so that the authorized number of
directors on the Board of Directors shall be increased to five directors and the Initial BOCO
Director (as defined in Section 1(c)) shall be named to fill the vacancy created by reason of such
increase in the number of directors. At each annual meeting of shareholders, the Company shall
nominate for election to the Board of Directors the individuals designated to be Investor Directors
as provided in Section 1(c) and 1(d).
(c) BOCO shall be entitled to designate one individual to be nominated for election to Board
of Directors (the “BOCO Director”). The initial BOCO Director shall be Xxxxxx X. Xxxxxxx (the
“Initial BOCO Director”). Unless and until the Company receives written notice from BOCO to the
contrary, the Initial BOCO Director shall be nominated by the Company for election to the Board of
Directors at each annual meeting of shareholders.
(d) GDBA shall be entitled to designate one individual to be nominated for election to Board
of Directors (the “GDBA Director” and together with the BOCO Director, the “Investor Directors”).
The initial GDBA Director shall be G. Xxxxx Xxxxxxx (the “Initial GDBA Director”). The Initial
GDBA Director was previously appointed to and is currently serving on the Board of Directors.
Unless and until the Company receives written notice from GDBA to the contrary, the Initial GDBA
Director shall be nominated by the Company for election to the Board of Directors at each annual
meeting of shareholders as set forth in Section 1(b).
(e) “Affiliate” for the purposes of this Agreement shall mean a person or entity controlling,
controlled by or under common control with the Investors, including, without limitation, any
officer, employee or principal of an Investor.
(f) The authorized number of directors on the Board of Directors shall not be increased to
more than five directors without the unanimous approval of the Board of Directors, including the
BOCO Director.
2. Vacancies and Removal. A director designated above in Section 1 shall be elected
at any annual or special meeting of shareholders and shall serve until his or her successor is
elected and qualified or until his or her earlier resignation or removal. Any director may be
removed during his term of office in accordance with the bylaws of the Company and the Colorado
Business Corporation Act. Any vacancy in the office of a director may be filled in accordance with
the bylaws of the Company and the Colorado Business Corporation Act, provided,
however, that in the event the BOCO Director or the GDBA Director is removed, resigns or
ceases to serve as a director for any reason, BOCO or GDBA, as applicable, shall be entitled to
name the replacement for such director in accordance with Section 1 hereof.
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7. Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Colorado (without giving effect to the conflicts of law
provisions thereof).
The Company: Across America Real Estate Corp.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Chief Executive Officer
Xxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Chief Executive Officer
with a copy to:
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Xxxxx Xxxxxx & Associates, P.C.
0000 Xxxx Xxxxxxxx Xxx.
Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
0000 Xxxx Xxxxxxxx Xxx.
Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
The Series A Holders:
BOCO Investments, LLC
000 Xxxx Xxxxxxxx Xxx.
Xxxx Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Chief Executive Officer
000 Xxxx Xxxxxxxx Xxx.
Xxxx Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Chief Executive Officer
with copy to:
Xxxxx Xxxxxx & Xxxxxx LLP
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xxxxxx X. Xxxxxx XX and Xxxxx X. Xxxxxxxx
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xxxxxx X. Xxxxxx XX and Xxxxx X. Xxxxxxxx
GDBA Investments, LLLP
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Chief Executive Officer
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Chief Executive Officer
with copy to:
Xxxxx & Xxxxxxx X.X.
Xxxxx 000, Xxxxxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
Xxxxx 000, Xxxxxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
Each such notice, report or other communication shall, for all purposes hereof, be treated as
effective or having been given when delivered if delivered personally or, if sent by mail, at the
earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained
receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or, if
sent by facsimile with written confirmation, at the earlier of (i) 24 hours after confirmation of
transmission by the sending facsimile machine or (ii) delivery of written confirmation.
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[Signature page follows]
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/s/ Xxx X. Xxxxxxx |
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Name: Xxx X. Xxxxxxx |
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Title: Chief Executive Officer |
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INVESTORS: |
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BOCO INVESTMENTS, LLC |
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/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: CEO |
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GDBA INVESTMENTS, LLLP |
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/s/ G. Xxxxx Xxxxxxx |
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Name: G. Xxxxx Xxxxxxx |
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Title: Manager |