EXHIBIT 9.1
SHAREHOLDERS AGREEMENT
----------------------
THIS AGREEMENT is made as of April 23, 1997 by and among AnswerThink
Consulting Group, Inc. a Florida corporation (the "COMPANY")and the shareholders
of the Company from time to time a party hereto, initially including, Golder,
Thoma, Xxxxxxx, Xxxxxx Fund V, L.P., a Delaware limited partnership ("GTCR V"),
MG Capital Partners II, L.P. ("MG") a Delaware limited partnership, Gator
Associates, Ltd., a Florida limited partnership ("GATOR"), and Xxxx Ventures,
Ltd., a British Virgin Islands corporation ("XXXX" and together with Gator, the
"XXXXXX GROUP") and each of the individuals listed on the signature page hereof
under the heading, "EXECUTIVES" (such individuals being referred to
individually as an "Executive" and collectively, the "EXECUTIVES"). Each of the
shareholders of the Company from time to time a party hereto are collectively
referred to herein as the "Shareholders" and individually as a "Shareholder."
Capitalized terms used but not otherwise defined herein are defined in Section 5
hereof.
Each of GTCR V, MG and the Xxxxxx Group will purchase shares of the
Company's Class A Convertible Preferred Stock (the "CLASS A PREFERRED"),
pursuant to a purchase agreement between GTCR V, MG, the Xxxxxx Group and the
Company dated as of the date hereof (the "PURCHASE AGREEMENT"). Certain of the
Executives will purchase shares of Common Stock and, at their option, Class A
Preferred pursuant to a senior management agreement between the Company and each
Executive dated as of the date hereof (the "Senior Management Agreement").
The execution and delivery of this Agreement is a condition to the
purchase of Class A Preferred by each of GTCR V, MG and the Xxxxxx Group
pursuant to the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. BOARD OF DIRECTORS.
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(a) From and after the Closing and until the provisions of this
Section 1 cease to be effective, each Shareholder shall vote all of his
Shareholder Shares and any other voting securities of the Company over which
such Shareholder has voting control and shall take all other necessary or
desirable actions within his control (whether in his capacity as a shareholder,
director, member of a board committee or officer of the Company or otherwise,
and including, without limitation, attendance at meetings in person or by proxy
for purposes of obtaining a quorum and execution of written consents in lieu of
meetings), and the Company shall take all necessary and desirable actions within
its control (including, without limitation, calling special board and
shareholder meetings), so that: (i) the authorized number of directors on the
Company's board of directors (the "BOARD") shall be established at eleven
directors;
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(ii) the following persons shall be elected to the Board:
(A) up to two representatives designated by GTCR V (the
"INVESTOR DIRECTORS"), who shall initially be Xxxxx X. Xxxxxx and Will
Xxxxxxxxx;
(B) up to two representatives designated by
Shareholders holding a majority of the Xxxxxx Group Shareholder Shares
(the "XXXXXX DIRECTORS"), one of such representatives shall initially
be Xxxxxx X. Xxxxxx (the "INITIAL SPECIFIED XXXXXX DIRECTOR");
(C) up to three of the Company's executive officers
(the "EXECUTIVE DIRECTORS"), who shall initially be Xxx X. Xxxxxxxxx,
Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx, III and shall thereafter be
chosen by the holders of Shareholder Shares holding a majority of the
Executive Shareholder Shares; and
(D) up to four representatives designated by the
Investor Directors and the Initial Specified Xxxxxx Director by
unanimous vote, not to be unreasonably withheld, from representatives
chosen by the Investor Directors and the Initial Specified Xxxxxx
Director by majority vote, in each case after consultation with the
Executive Directors (the "OUTSIDE DIRECTORS"); provided that such
Outside Directors shall not be a member of the Company's management or
an employee or officer of the Company or its subsidiaries or otherwise
affiliated with the Company, the Executive Directors or any of the
Investors; and provided further that if the Investor Directors and the
Initial Specified Xxxxxx Director are unable to unanimously agree on
any of the Outside Directors within 10 days after the date of
notification by the Investor Directors of its proposed nominees, any
such Outside Director as to which there is disagreement shall be
designated by a representative (the "Joint Representative") as
selected by the unanimous agreement of the Investor Directors and the
Initial Specified Xxxxxx Director (or if unanimous agreement is not
obtained within 5 days after trying to reach agreement, as selected by
a representative designated by the Investor Directors (the "INVESTOR
REPRESENTATIVE") and a representative designated by the Initial
Specified Xxxxxx Director (the "XXXXXX REPRESENTATIVE")). In each
case, the Joint Representative, the Investor Representative and the
Xxxxxx Representative shall not be a member of the Company's
management or an employee or officer of the Company or its
subsidiaries or otherwise affiliated with the Company, the Executive
Directors or any of the Investors;
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(iii) the removal from the Board of any Investor Director,
any Executive Director, any Xxxxxx Director or any Outside Director
shall be only upon the written request of the person or persons
entitled to designate such director pursuant to Section 1(a)(ii) above
at the time of such designation; provided that if any Executive
Director ceases to be an employee of the Company and its subsidiaries,
he shall be removed as a director promptly after his employment ceases
on a date specified by the Investor Directors; provided further that
the removal of any Outside Director shall be by the majority vote of
the persons entitled to designate such director pursuant to Section
l(a)(ii)(D) (without giving effect to the provisions thereof); and
provided further that at such time that any person or persons are no
longer entitled to designate one or more representatives pursuant to
subparagraph (ii) above, the parties shall take all necessary actions
so that each member of the Board or any committee thereof, designated
by such person or persons shall be automatically removed as (and shall
cease to be) a director of the Company and a director of each of the
Company's subsidiaries and a member of each such committee;
(iv) in the event that any director designated hereunder for
any reason ceases to serve as a member of the Board during his term of
office, the resulting vacancy on the Board shall be filled by a
representative designated by the person or persons entitled to
designate such director pursuant to Section 1 (a)(ii) above at the
time of such designation if such person so elects;
(v) except as otherwise provided in Sections l(a)(iii) and
l(a)(iv) above, any vacancy on the Board shall not be filled and for
so long as such vacancy exists, the authorized number of directors on
the Board shall be reduced accordingly.
(b) There shall be at least four meetings of the Board during
every fiscal year, at least one of which shall be held in each 120-day period
during the Company's fiscal year. The Company shall pay all out-of-pocket
expenses incurred by each director in connection with attending regular and
special meetings of the Board and any committee thereof.
(c) If any party fails (but is otherwise entitled) to designate a
representative to fill a directorship pursuant to the terms of this Section 1,
the election of a person to such directorship shall be accomplished in
accordance with the Company's by-laws and applicable law; provided that the
parties shall take all necessary actions to remove such individual if the party
or parties which failed (and are otherwise entitled) to designate such a
representative so directs.
2. CONFLICTING AGREEMENTS. Each Shareholder represents that he has not
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granted and is not a party to any proxy, voting trust or other agreement which
is inconsistent with or conflicts with the provisions of this Agreement, and no
holder of
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Shareholder Shares shall grant any proxy or become party to any voting trust or
other agreement which is inconsistent with or conflicts with the provisions
of this Agreement.
3. LEGEND. Each certificate evidencing Shareholder Shares and each
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certificate issued in exchange for or upon the transfer of any Shareholder
Shares (if such shares remain Shareholder Shares as defined herein after such
transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:
"The securities represented by this certificate are subject
to a Shareholders Agreement dated as of April 23, 1997,
among the issuer of such securities (the "Company") and
certain of the Company's shareholders. A copy of such
Shareholders Agreement will be furnished without charge by
the Company to the holder hereof upon written request."
The Company shall imprint such legend on certificates evidencing Shareholder
Shares outstanding prior to the date hereof The legend set forth above shall be
removed from the certificates evidencing any shares which cease to be
Shareholder Shares.
4. SALE OF THE COMPANY.
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(a) If the Board approves a Sale of the Company (an "Approved
Sale"), each holder of Shareholder Shares shall vote for, consent to and raise
no objections against such Approved Sale. If the Approved Sale is structured as
a (i) merger or consolidation, each holder of Shareholder Shares shall waive any
dissenters' rights, appraisal rights or similar rights in connection with such
merger or consolidation or (ii) sale of stock, each holder of Shareholder Shares
shall agree to sell all of his Shareholder Shares and rights to acquire
Shareholder Shares on the terms and conditions approved by the Board. Each
holder of Shareholder Shares shall take all necessary or desirable actions in
connection with the consummation of the Approved Sale as requested by the Board.
(b) Prior to commencing any such significant action in connection
with seeking a Sale of the Company, the Company will provide members of the
Executive Group which are then employees of the Company a notice setting forth
the Company's intention to seek a proposed Sale of the Company (the "SALE
NOTICE"). Within 45 days following receipt of the Sale Notice, members of the
Executive Group who are then employees of the Company and that hold a majority
of the Shareholder Shares held by all such members may deliver a written offer
(a "Management Offer") to the Company to effectuate a Sale of the Company to one
or more such members of the Management Group or a Person controlled by one or
more of them (a "MANAGEMENT TRANSACTION") setting forth in reasonable detail the
terms, conditions and proposed purchase price of such Management Transaction,
which price shall be payable solely in cash upon the consummation of such
Transaction. If the terms and conditions of such Management Transaction are
acceptable to the Board, then
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the Board will seek to consummate such Management Transaction, subject to the
conditions set forth in subparagraph (c) below. If a Management Offer is
delivered and the terms and conditions of the Management Transaction are not
acceptable to the Board, then the Board may seek to effectuate a Sale of the
Company on terms and conditions satisfactory to the Board; provided that if the
Board determines to effectuate a Sale of the Company that would not result in
the holders of Shareholder Shares receiving aggregate net cash
consideration (after payment of any taxes payable by the Company and if a sale
of assets, any liabilities retained by the Company in connection with such Sale
of the Company) in excess of 100% of the aggregate net cash consideration which
the holders of Shareholder Shares would have received (after payment of any
taxes payable by the Company and, if a sale of assets, any liabilities retained
by the Company in connection with such Sale of the Company) if the Management
Transaction were consummated on terms set forth in the Management Offer, then
the Company shall deliver a second notice (the "SECOND SALE NOTICE") to members
of the Executive Group which are employees of the Company or any of its
Subsidiaries describing in reasonable detail the terms and conditions of the
Sale of the Company proposed to be effected, and the members of such Executive
Group entitled to deliver a Management Offer will have 20 days from the receipt
of the Second Sale Notice to deliver a written offer (the "SECOND OFFER NOTICE")
to the Company to effect the Management Transaction on the terms described in
the Management Offer, subject to the conditions set forth in subparagraph (c)
below.
(c) If members of the Executive Group deliver a Management Offer
or a Second Offer Notice, such members must (A) obtain an executed definitive
and binding agreement to consummate the Management Transaction and obtain and
deliver to the Company binding commitments regarding the financing thereof which
are reasonably satisfactory to the Board within 45 days after acceptance by the
Board of the Management Offer or Second Offer Notice, as applicable, and (B)
consummate the Management Transaction within 90 days after acceptance by the
Board of the Management Offer or the Second Management Offer, as applicable. If
any of the conditions set forth in (A) or (B) of the preceding sentence is not
fulfilled, the Board may again seek a Sale of the Company and members of the
Executive Group will not have the right to deliver a Management Offer or a
Second Offer Notice in connection with any Sale of the Company.
(d) In connection with any Approved Sale (whether by sale,
merger, recapitalization, reorganization, consolidation, combination or
otherwise) pursuant to this Section 4, each holder of Shareholder Shares
immediately prior to such Approved Sale shall, subject to clause (e) below,
receive the same form of consideration and the same portion of the aggregate
consideration that such holder of Shareholder Shares would have received if the
aggregate consideration paid by the buyer in connection with such Approved Sale
(the "AGGREGATE CONSIDERATION") had been paid directly to the Company and then
distributed by the Company in a complete liquidation pursuant to the terms of
the Company's Certificate of Incorporation as in effect immediately prior to
such Approved Sale (but without the Company paying any amounts in such
liquidation with respect to any obligations that are being assumed by the buyer
in connection with such Approved Sale, and after giving effect to any transfer
taxes payable in connection with such Approved Sale, the amount of which will be
paid directly to the persons owing such taxes). In furtherance thereof, but
without prejudice to any rights granted in the Company's Certificate of
Incorporation, each holder of then currently exercisable tights to acquire any
class of Shareholder Shares will be given an opportunity to
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either (A) exercise such rights prior to the consummation of such Approved Sale
and participate in such sale as a holder of such class of Shareholder Shares or
(B) upon the consummation of such Approved Sale, or at such other time agreed to
by such holder, receive in exchange for (or, if applicable, upon the exercise
of) such rights, the consideration contemplated to be received by such holder as
a result of such Approved Sale in the agreement or instrument pursuant to which
such holder acquired such rights from the Company or, if no such consideration
is contemplated thereby, the consideration such holder would have received if
such holder exercised such rights prior to the consummation of such Approved
Sale less the amount such holder would have paid to the Company to exercise such
rights. Each holder of Shareholder Shares shall take all necessary or desirable
actions in connection with the receipt of the Aggregate Consideration from such
Approved Sale as is requested by the Board to effectuate the foregoing.
(e) If one or more holders of Shareholder Shares continue to hold
Shareholder Shares following an Approved Sale (the "REMAINING SECURITYHOLDERS"),
then (i) the Remaining Securityholders shall not be entitled to receive any
distribution in respect of such Shareholder Shares pursuant to Section 4(d) and
(ii) for purposes of determining the consideration which each holder of
Shareholder Shares is entitled to receive pursuant to Section 4(d), it shall be
assumed that none of the Shareholder Shares held by the Remaining
Securityholders are outstanding.
5. DEFINITIONS.
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"ADDITIONAL EXECUTIVE" means any member of the Company's senior
management who becomes a "Shareholder" in accordance with Section 7 of this
Agreement.
"CLOSING" shall have the meaning set forth in the Purchase
Agreement.
"EXECUTIVE GROUP" means the Executive and the Additional
Executives.
"EXECUTIVE SHAREHOLDER SHARES" means Shareholder Shares held by
an Executive (other than Xxxxxx X. Xxxxxx) or an Additional Executive.
"INVESTORS" mean GTCR V, MG, the Xxxxxx Group and each of their
successors, and to the extent permitted to be a subsequent holder of
Convertible Preferred pursuant to the Purchase Agreement, assigns.
"XXXXXX GROUP SHAREHOLDER SHARES" means Shareholder Shares held
by members of the Xxxxxx Group.
"PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization end a governmental entity or any
department, agency or political subdivision thereof.
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"PUBLIC OFFERING" means the sale in an underwritten public
offering registered under the Securities Act of shares of the Company's
Common Stock approved by the Board.
"SALE OF THE COMPANY" means any transaction or series of
transactions pursuant to which any person(s) or entity(ies) other than an
Investor in the aggregate acquire(s) (i) all or substantially all of the
capital stock of the Company or (ii) all or substantially all of the
Company's assets determined on a consolidated basis.
"SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.
"SHAREHOLDER SHARES" means (i) any Common Stock purchased or
otherwise acquired by any Shareholder, (ii) any equity securities issued or
issuable directly or indirectly with respect to the Common Stock referred to in
clause (i) above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization, and (iii) any other shares of any class or series of capital
stock of the Company held by a Shareholder. As to any particular shares
constituting Shareholder Shares, such shares will cease to be Shareholder Shares
when they have been (x) effectively registered under the Securities Act and
disposed of in accordance with the registration statement covering them or (y)
sold to the public through a broker, dealer or market maker pursuant to Rule 144
(or any similar provision then in force) under the Securities Act.
6. TRANSFERS: TRANSFERS IN VIOLATION OF AGREEMENT. Prior to
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transferring any Shareholder Shares to any person or entity, the transferring
Shareholder shall cause the prospective transferee to execute and deliver to the
Company and the other Shareholders a counterpart of this Agreement. Any transfer
or attempted transfer of any Shareholder Shares in violation of any provision of
this Agreement shall be void, and the Company shall not record such transfer on
its books or treat any purported transferee of such Shareholder Shares as the
owner of such shares for any purpose.
7. ADDITIONAL SHAREHOLDERS. In connection with the issuance of any
-----------------------
additional equity securities of the Company, the Company may permit such person
to become a party to this Agreement and succeed to all of the rights and
obligations of a "Shareholder" under this Agreement by obtaining an executed
counterpart signature page to this Agreement, and, upon such execution, such
person shall for all purposes be a "Shareholder" party to this Agreement.
8. HOLDBACK AGREEMENT. Each holder of Shareholder Shares shall not
------------------
effect any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 180-day period beginning on the effective date of an initial Public
Offering, unless the underwriters managing such initial Public Offering
otherwise agree.
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9. AMENDMENT AND WAIVER. Except as otherwise provided herein, no
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modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Shareholders unless such modification,
amendment or waiver is approved in writing by the Company, the Investors, the
Executives and each Additional Executive. The failure of any party to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver
of such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
10. SEVERABILITY. Whenever possible, each provision of this Agreement
------------
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
11. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein,
----------------
this document embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.
12. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
----------------------
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and permitted assigns and the Shareholders and any
permitted subsequent holders of Shareholder Shares and the respective successors
and permitted assigns of each of them, so long as they hold Shareholder Shares.
13. COUNTERPARTS. This Agreement may be executed in separate
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counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
14. REMEDIES. The Company, the Investors, the Executives and each
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Additional Executive shall be entitled to enforce their rights under this
Agreement specifically to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in their
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that the
Company, the Investors, the Executives and each Additional Executive may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and/or injunctive relief (without posting a bond or
other security) in order to enforce or prevent any violation of the provisions
of this Agreement.
15. NOTICES. All notices, demands or other communications to be given
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or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient
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by reputable overnight courier service (charges prepaid) or mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid. Such notices, demands and other communications shall be sent to the
Investor and to each Executive at the addresses indicated on the Schedule of
Holders and to the Company at the address of its corporate headquarters or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.
16. GOVERNING LAW. The corporate law of Florida shall govern all
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issues concerning the relative rights of the Company and its shareholders. All
other questions concerning the construction, validity and interpretation of this
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Illinois, without giving effect to any choice of law or
other conflict of law provision or rule (whether of the State of Illinois or any
other jurisdiction)that would cause the application of the laws of any
jurisdiction other than the State of Illinois.
17. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
--------------------
are inserted for convenience only and do not constitute a part of this
Agreement.
18. NO INDIRECT TRANSFERS. Each holder of Shareholder Shares that is
---------------------
not an individual (other than GTCR V) shall not permit the issuance of
additional equity interests in such holder or any transfer of any interest of
any Indirect Owner in such holder without the consent of both Investors.
19. MANAGEMENT CLASS A PREFERRED. The Company may sell up to an
----------------------------
aggregate of 400,000 shares of Class A Preferred to the Executives and other
employees of the Company (including shares of Class A Preferred to be purchased
under Senior Management Agreements), as determined by the President.
20. REINCORPORATION INTO DELAWARE. If any Investor reasonably
-----------------------------
determines that in order to more fully effectuate the terms and provisions of
the Purchase Agreement, this Agreement and the other agreements and documents
contemplated hereby and thereby it would be necessary or desirable to
reincorporate into Delaware, the parties hereto hereby agree to take all such
action as are reasonably requested by such Investor to so reincorporate.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Shareholders
Agreement on the day and year first above written.
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ Xxx X. Xxxxxxxxx
-----------------------------------
Its: CEO
----------------------------------
GATOR ASSOCIATES, LTD.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Its:
-----------------------------------
XXXX VENTURES, LTD.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Its:
-----------------------------------
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GOLDER, THOMA, XXXXXXX, XXXXXX
FUND V, L.P.
By: GTCR V, L.P.
Its: General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Its: Principal
EXECUTIVES
/s/ Xxx X. Xxxxxxxxx
--------------------------------------
Xxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxx, III
--------------------------------------
Xxxxxxx X. Xxxxxx, III
/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
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ADDITIONAL INVESTORS
MG CAPITAL PARTNERS II, L.P.
By: MG Capital Corp.
--------------------------------------
Its: General Partner
-------------------------------------
By: [SIGNATURE APPEARS HERE]
--------------------------------------
Its: Managing Director
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SCHEDULE OF HOLDERS
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If to GTCR V:
Golder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
If to MG:
MG Capital Partners II, L.P.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
If to the Xxxxxx Group:
Gator Associates, Ltd.
Xxxx Ventures, Ltd.
c/x Xxxxxx Capital Management, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Xxx X. Xxxxxxxxx
000 Xxxxxx Xxxx
Xxx Xxxxxxxx, XX 00000
Xxxxx X. Xxxxx
000 Xxxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxx, III
000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
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Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx 00
Xxxxxxx Xxxxx, XX 00000
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IN WITNESS WHEREOF, the undersigned individuals hereby agree to become
parties to this Shareholders Agreement pursuant to Section 7 of said agreement
as of the 1st day of August, 1997.
/s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxx, Pursuant to Power
of Attorney
--------------------------------------
Xxxx Xxxx
/s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx, Pursuant to Power
of Attorney
--------------------------------------
Xxxx Xxxxxxxxxx
/s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxx
--------------------------------------
Xxxxx X. Xxxx
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AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of October 12, 1997.
/s/ Xxxxx X. X. Xxxxx
---------------------------------------
[Sign Name]
Xxxxx X. X. Xxxxx
---------------------------------------
[Print Name]
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AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of October 12, 1997.
/s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------
[Sign Name]
Xxxxxxxxx X. Xxxxxxxxx
---------------------------------------
[Print Name]
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AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of October 12, 1997.
/s/ Xxxxxxxxx Xxx Xxxxxxxx
---------------------------------------
[Sign Name]
Xxxxxxxxx Xxx Xxxxxxxx
---------------------------------------
[Print Name]
-18-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of October 12, 1997.
/s/ Xxxx Xxxx Xxxxxxx
---------------------------------------
[Sign Name]
Xxxx Xxxx Xxxxxxx
---------------------------------------
[Print Name]
-19-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of October 12, 1997.
/s/ Xxxx X. Xxxxx
---------------------------------------
[Sign Name]
Xxxx X. Xxxxx
---------------------------------------
[Print Name]
-20-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of October 11, 1997.
/s/ Xxxxxxx Xxxxx Xxxxxxxxx
---------------------------------------
[Sign Name]
Xxxxxxx Xxxxx Xxxxxxxxx
---------------------------------------
[Print Name]
-21-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. The undersigned is deemed an Additional Executive and a holder of Executive
Shareholder Shares as such terms are defined in the Shareholders Agreement. This
Agreement shall act as the "executed counterpart signature page" referred to in
Section 7 of the Shareholders Agreement.
Executed as of October 13th, 1997.
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
-22-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of November 12, 1997.
/s/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx
-23-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of November 12, 1997.
/s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx
-24-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of November 12, 1997.
/s/ Xxxxx X. Xxxxxx
---------------------------------------
[Sign Name]
Xxxxx X. Xxxxxx
---------------------------------------
[Print Name]
-25-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of November 12, 1997.
/s/ Xxxxxx X. Xxxxx
---------------------------------------
[Sign Name]
Xxxxxx X. Xxxxx
---------------------------------------
[Print Name]
-26-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of November 12, 1997.
/s/ Xxxxxxx Xxxxxxxx
---------------------------------------
[Sign Name]
Xxxxxxx Xxxxxxxx
---------------------------------------
[Print Name]
-27-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of November 12, 1997.
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
[Sign Name]
Xxxxxx X. Xxxxxx
---------------------------------------
[Print Name]
-28-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of November 12, 1997.
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
[Sign Name]
Xxxxxxx X. Xxxxxx
---------------------------------------
[Print Name]
-29-
AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT
In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Xxxx Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.
Executed as of November 12, 1997.
/s/ Xxxxxx Xxxxxxx
---------------------------------------
[Sign Name]
Xxxxxx Xxxxxxx
---------------------------------------
[Print Name]
-30-
