Exhibit 10.1
SHAREHOLDERS' AGREEMENT
AGREEMENT, made as of the 4th day of June, 1998, by and among STRIDE &
ASSOCIATES, INC., a Delaware corporation (the "Company"), those persons
identified on the signature pages hereof as principal shareholders
(collectively, the "Principal Shareholders"), those persons identified on the
signature page hereof as employee shareholders, and any other employee
shareholder who hereafter becomes a party to this Agreement (collectively, the
"Management Shareholders" and together with the Principal Shareholders, the
"Non-Investor Shareholders"), and those persons identified on the signature page
hereof as investor shareholders (collectively, the "Investors" and, together
with the Principal Shareholders and the Management Shareholders, the
"Shareholders").
WHEREAS, the Investors are acquiring an aggregate of 24,802.5 shares of
Series A Convertible Preferred Stock, par value $.01 per share, of the Company
(the "Preferred Stock") and 49.5 shares of Common Stock, par value $.01 per
share, pursuant to the terms of a Securities Purchase and Redemption Agreement
dated as of June 4, 1998, among the Company, the Investors, and the Principal
Shareholders (the "Purchase Agreement");
WHEREAS, upon consummation of the transactions pursuant to the Purchase
Agreement, the Principal Shareholders own an aggregate of 80 shares of Common
Stock and the Management Shareholders own an aggregate of 11.3 shares of Common
Stock; and
WHEREAS, it is a condition to the obligations of the parties under the
Purchase Agreement that this Agreement be executed by the parties hereto, and
the parties are willing to execute this Agreement and to be bound by the
provisions hereof.
NOW, THEREFORE, in consideration of the foregoing, the agreements set
forth below, and the parties' desire to provide for continuity of ownership of
the Company to further the interests of the Company and its present and future
shareholders, the parties hereby agree with each other as follows:
1. DEFINITION OF SHARES. As used in this Agreement, "Shares" shall mean
and include all shares of the Common Stock of the Company now owned or hereafter
acquired by a Shareholder, including, without limitation, shares of Common Stock
issued upon exercise of options now owned or hereafter acquired. Other terms
used as defined terms herein and not otherwise defined shall have the meanings
set forth in the Purchase Agreement.
2. PROHIBITED TRANSFERS. No Non-Investor Shareholder shall sell, assign,
transfer, pledge, hypothecate, mortgage, encumber or dispose of all or any of
his or her Shares except in
compliance with the terms of this Agreement. Notwithstanding anything to the
contrary contained in this Agreement, (a) a Non-Investor Shareholder may
transfer without the necessity of prior approval all or any of his or her Shares
by way of gift to his or her spouse or children (including adopted children), to
any of his or her lineal descendants or ancestors, or to any trust for the
benefit of any one or more of such Non-Investor Shareholder, his or her spouse
or children (including adopted children), or his or her lineal descendants or
ancestors, (b) a Shareholder may transfer all or any of his or her Shares by
will or the laws of descent and distribution, (c) a Non-Investor Shareholder may
transfer up to an aggregate of 20% (except in the case of Xx. Xxxxxx such
percentage shall be 25%) of the Shares owned on the date hereof to one or more
Persons in one or more bona fide gift transactions, including without limitation
to charitable institutions, and (d) any Investor Shareholder may transfer Shares
to an Affiliate of such transferor; provided that any such transferee under
clause (a), (b), (c) or (d) of this Section 2 (referred to herein as "Permitted
Transferees") shall agree in writing with the Company and the other
Shareholders, as a condition to such transfer, to be bound by all of the
provisions of this Agreement to the same extent as if such transferee were the
Shareholder transferring such Shares.
3. RIGHT OF FIRST REFUSAL ON DISPOSITIONS.
(a) If at any time a Non-Investor Shareholder (a "Selling
Non-Investor Shareholder") desires to sell or otherwise transfer all or any part
of his or her Shares pursuant to a bona fide offer from a third party (the
"Proposed Transferee"), the Selling Non-Investor Shareholder shall submit a
written offer (the "Offer") by delivering the Offer to the Company and the
Investors to sell such Shares (the "Offered Shares") to the Company and the
Investors on the terms and conditions, including price, that the Selling
Non-Investor Shareholder proposes to sell such Offered Shares to the Proposed
Transferee. The Offer shall disclose the identity of the Proposed Transferee,
the number of Offered Shares proposed to be sold, the total number of Shares
owned by the Selling Non-Investor Shareholder, the terms and conditions,
including price, of the proposed sale, and any other material facts relating to
the proposed sale. The Offer shall further state (i) that the Company and the
Investors may acquire, in accordance with the provisions of this Agreement, all
(but not less than all) of the Offered Shares for the price and upon the other
terms and conditions set forth therein and (ii), if all such Offered Shares are
not purchased by the Company and the Investors, the Investors who have not
purchased any such Offered Shares pursuant to this Section 3 may exercise their
rights provided pursuant to Section 4 hereof.
(b) The Company shall have the first right to purchase the
Offered Shares. If the Company desires to purchase all of the Offered Shares, it
shall communicate in writing its election to purchase any of the Offered Shares
to the Selling Non-Investor Shareholder and the Investors, which communication
shall state the number of Offered Shares that the Company desires to purchase
and the number of Offered Shares, if any, remaining for purchase by the
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Investors pursuant to Section (c) below, and shall be given within 10 days of
the date the Offer was made.
(c) If the Company does not elect to purchase all of the Offered
Shares within the time period specified above, each Investor shall have the
right to purchase that number of remaining Offered Shares as shall be equal to
the number of such remaining Offered Shares multiplied by a fraction, the
numerator of which shall be the number of Shares which each such Investor owns
or has the right to acquire upon the exercise of options or warrants which are
then exercisable, and the denominator of which shall be the aggregate number of
Shares which all of the Investors who elect to purchase the Offered Shares own
or have the right to acquire upon the exercise of options or warrants which are
then exercisable. The amount of such Offered Shares that each Investor is
entitled to purchase under this Section 3(c) shall be referred to as its "Pro
Rata Fraction."
(d) The Investors shall have a right of oversubscription such
that if any Investor fails to accept the Offer as to its full Pro Rata Fraction,
the remaining Investors shall, among them, have the right to purchase up to the
balance of the remaining Offered Shares not so purchased. The Investors may
exercise such right of oversubscription by accepting the Offer for the remaining
Offered Shares as to more than their Pro Rata Fraction. If, as a result thereof,
such oversubscriptions exceed the total number of the Offered Shares available
in respect of such oversubscription privilege, the oversubscribing Investors
shall be cut back with respect to over subscriptions on a pro rata basis in
accordance with their respective Pro Rata Fractions or as they may otherwise
agree among themselves.
(e) Those Investors who desire to purchase all of the remaining
Offered Shares shall communicate in writing their election to purchase to the
Selling Non-Investor Shareholder, which communication shall state the number of
remaining Offered Shares which each such Investor desires to purchase and shall
be provided to the Selling Non-Investor Shareholder within 15 days of the date
the Offer was made. Such communication, together with the communication of the
Company specified above, shall, when taken in conjunction with the Offer and
subject to the condition that the Company and the Investors agree in the
aggregate to purchase no less than all of the Offered Shares, be deemed to
constitute a valid, legally binding and enforceable agreement for the sale and
purchase of such Offered Shares. Sales of such Offered Shares to be sold to the
Company and the Investors pursuant to this Section 3 shall be made at the
offices of the Company within 30 days following the date the Offer was made.
(f) If the Company and the Investor Shareholders do not purchase
all of the Offered Shares, all, but not fewer than all, of the Offered Shares
may be sold by the Selling Non- Investor Shareholder at any time within 120 days
after the date the Offer was made, subject to the provisions of Section 4. Any
such sale shall be to the Proposed Transferee, at not less than the price and
upon other terms and conditions, if any, not more favorable to the Proposed
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Transferee than those specified in the Offer. If the Offered Shares are not sold
within such 120- day period, they shall continue to be subject to the
requirements of a prior offer pursuant to this Section 3, and may not be
transferred except in compliance with the provisions of this Section 3. If
Offered Shares are sold pursuant to this Section 3 to any purchaser who is not a
party to this Agreement, the purchaser of such Offered Shares shall execute a
counterpart of this Agreement as a precondition of the purchase of such Offered
Shares and any Offered Shares sold to such purchaser shall continue to be
subject to the provisions of this Agreement.
4. RIGHT OF PARTICIPATION IN SALES.
(a) If at any time any Shareholder desires to sell all or any
part of the Shares owned by him, her or it to any third party (the "Selling
Shareholder") and those Shares to be transferred (in the case of the Selling
Non-Investor Shareholder) have not been purchased by the Company and the
Investors under Section 3, each Investor Shareholder and Principal Shareholder
shall have the right to sell to the third party, as a condition to such sale by
the Selling Shareholder, at the same price per share and on the same terms and
conditions as involved in such sale by the Shareholder, a PRO RATA portion of
the amount of Shares proposed to be sold to the third party. The "PRO RATA
portion" of Shares which the Shareholder shall be entitled to sell to the third
party shall be that number of Shares as shall equal the number of Shares
proposed to be sold to the third party multiplied by a fraction, the numerator
of which is the aggregate of all shares of Common Stock which the Investor
Shareholder or Principal Shareholder wishing to participate in the sale then
holds or has the right to acquire upon exercise of options or warrants which are
then exercisable, and the denominator of which is the aggregate of all shares of
Common Stock which are held by all Shareholders wishing to participate in any
sale under this Section 4 and the Selling Shareholder, or which such Persons
have the right to acquire upon exercise of options or warrants which are then
exercisable.
(b) If the Selling Shareholder wishes to make a sale to a third
party which is subject to this Section 4, the Selling Shareholder shall, after
complying with the provisions of Section 3, give to each other Investor
Shareholder and each Principal Shareholder notice of such proposed sale, and
stating that all Shares were not purchased pursuant to the Offer as discussed in
Section 3. Such notice shall be given at least 20 days prior to the date of the
proposed sale to the third party. Each Investor Shareholder and Principal
Shareholder wishing to so participate in any sale under this Section 4 shall
notify the Selling Shareholder in writing of such intention within 15 days after
such Investor Shareholder and Principal Shareholder's receipt of the notice
described in the preceding sentence.
(c) The Selling Shareholder and each participating Investor
Shareholder and Principal Shareholder shall sell to the third party all, or at
the option of the third party, any part of the Shares proposed to be sold by
them at not less than the price and upon other terms and conditions, if any, not
more favorable to the third party than those in the notice provided by the
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Selling Shareholder under subparagraph (b) above; PROVIDED, HOWEVER, that any
purchase of less than all of such Shares by the third party shall be made from
the Selling Shareholder and each participating Investor Shareholder and
Principal Shareholder PRO RATA based upon the relative number of the Shares that
the Selling Shareholder and each participating Shareholder is otherwise entitled
to sell pursuant to Section 4(a).
(d) If any Shares are sold pursuant to this Section 4 to any
purchaser who is not a party to this Agreement, the purchaser of such Shares
shall execute a counterpart of this Agreement as a precondition to the purchase
of such Shares and such Shares shall continue to be subject to the provisions of
this Agreement.
5. TAKE ALONG, COME ALONG AND FORCED SALE RIGHTS.
(a) If any one or more of the Investors (the "Selling
Investors") wish to sell to an unaffiliated third party at least 90% of the
Shares owned by such Selling Investors (a "Sale") which represent at least
fifty-one percent (51%) of the number of Shares then outstanding, and the Board
of Directors of the Company has approved of such Sale, then, upon the written
request of the Selling Investors (the "Sale Request"), each Shareholder shall be
obligated to, and shall (i) sell, transfer and deliver, or cause to be sold,
transferred and delivered, to such third party, the same percentage of Shares
owned by such Shareholder as equals the number of Shares being sold by the
Investors who give the sale request divided by the total number of Shares owned
by such Investors, at the same price per share and on the same terms, including,
without limitation, representations, warranties, and covenants, applicable to
the Investors, and (ii) if, stockholder approval of the transaction is required,
vote his or her Shares in favor thereof.
(b) In the event of a Sale to an unaffiliated third party as
contemplated in Section 5(a) above, each Principal Shareholder shall, if the
Selling Investors do not exercise their "take-along" rights in Section 5(a)
above, have the right to require the Selling Investors to include such Principal
Shareholder's Shares in the Sale on the same terms as the Selling Investors'
Shares, which such right shall be exercisable by the delivery of written notice
to the Company and the Selling Investors at least twenty (20) days prior to the
date proposed for the closing of the Sale.
(c) Not less than thirty (30) days prior to the date proposed
for the closing of any Sale, the Selling Investors shall give written notice to
Principal Shareholders and each other Investor, setting forth in reasonable
detail the name or names of the buyer, the terms and conditions of the Sale,
including the purchase price, and the proposed closing date.
(d) At any time after June 4, 2004, each of (i) Investors owning
at least a majority of the Shares owned by all Investors and (ii) Principal
Shareholders owning at least a majority of the Shares owned by all Principal
Shareholders, acting separately, may elect to cause
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the Company to effect a Liquidity Event (as defined in the Purchase Agreement)
in which event each of the Shareholders agrees to cooperate fully with any and
all actions taken by the Company or others to effectuate such a Liquidity Event,
including exercising his, her or its voting and consent rights to approve such
event.
6. ELECTION OF DIRECTORS.
(a) 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 electing directors of the Company, and at any time at which
shareholders of the Company shall have the right to, or shall, vote for
directors of the Company, then, and in each event, the Shareholders (and all
transferees of their shares) shall vote all Shares owned by them for the
election of a Board of Directors consisting initially of not more than nine
directors, subject to enlargement in accordance with the provisions of
subparagraph (a)(ii) and subparagraph (b) of this Section 6, designated as
follows:
(i) Each Principal Shareholder shall be entitled to
designate one (1) Director, who shall initially be such
Principal Shareholder; provided, however, that if any Principal
Shareholder ceases to own at least fifty percent (50%) of the
Shares owned by him or her as of the date of this Agreement, the
Director to be designated by such Principal Shareholder shall
thereafter be designated by a majority in interest of all
Principal Shareholders;
(ii) A majority in interest of the Investors shall have
the right to designate four (4) Directors, two of whom shall
initially be Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx; provided that,
in the event a Director is added to the Board pursuant to
Section (b) hereof, the Investors shall have the right to
designate an additional Director bringing the total number of
Directors to eleven (11); and
(iii) A majority of the Directors named pursuant to
clause (i) above and a majority of the Directors named pursuant
to clause (ii) above shall designate one (1) Director who shall
be an independent director unaffiliated with any of the
Shareholders.
(b) At such time, if ever, as the Board of Directors appoints a
Chief Executive Officer who is not designated as a Director in accordance with
the foregoing provisions, then the Board of Directors shall be expanded to
eleven members and such Chief Executive Officer shall be elected to the Board of
Directors and a majority in interest of the Investors shall designate an
additional Director pursuant to subparagraph (a)(ii) hereof.
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(c) Each Investor and Principal Shareholder (and all transferees
of their Shares) agrees to vote his, her or its Shares, in such manner as shall
be necessary or appropriate for the removal of any designee described above upon
the request of the person entitled to designate such designee and for the
election of a substitute designee nominated by such person, and to otherwise
ensure that any vacancy occurring for any reason in any one of the board
positions held by designees of a person as contemplated by Section 6(a) shall be
filled only by an individual who (i) is nominated directly or indirectly by such
person and (ii) causes the requirements described in Section 6(a) relating to
the composition of the Company's Board of Directors to be satisfied.
7. PREEMPTIVE RIGHT.
(a) The Company hereby grants to each Investor Shareholder and
Principal Shareholder, so long as he, she, or it shall own, of record or
beneficially, or have the right to acquire from the Company, any Shares, the
right to purchase all or part of his, her, or its pro rata share of New
Securities (as defined in Section 7(b)) which the Company, from time to time,
proposes to sell and issue. An Investor Shareholder and Principal Shareholder's
pro rata share, for purposes of this preemptive right, is the ratio of the
number of shares of Common Stock which such Investor Shareholder and Principal
Shareholder owns or has the right to acquire from the Company upon the exercise
of any option or warrant which is then exercisable to the total number of shares
of Common Stock then outstanding or issuable upon exercise of options or
warrants which are then exercisable. The Investor Shareholder and Principal
Shareholders shall have a right of over-allotment pursuant to this Section 7
such that, to the extent an Investor Shareholder and Principal Shareholder does
not exercise his or her or its preemptive right in full hereunder, such
additional shares of New Securities which such Investor Shareholder and
Principal Shareholder did not purchase may be purchased by the other Investor
Shareholder and Principal Shareholders in proportion to the total number of
shares of Common Stock which each such other Investor Shareholder and Principal
Shareholder owns or has the right to acquire from the Company upon exercise of
options or warrants which are then exercisable, compared to the total number of
shares of Common Stock which all such other Investor Shareholder and Principal
Shareholders own or have the right to acquire from the Company.
(b) "New Securities" shall mean any capital stock of the
Company, whether now authorized or not, and rights, options, or warrants to
purchase capital stock, and securities of any type whatsoever that are or may
become convertible into or exchangeable for capital stock, issued on or after
the date hereof; provided that the term "New Securities" does not include (i)
Common Stock issued as a stock dividend to holders of Common Stock or upon any
stock split, subdivision, or combination of shares of Common Stock, (ii) the
aggregate number of shares of Common Stock issuable upon exercise of options and
Restricted Stock permitted under the Purchase Agreement or any employee benefit
plan approved by vote of the Board of Directors, (iii) Common Stock issued in
connection with a public offering made pursuant to a
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registration statement filed under the Act, and (iv) Common Stock issued in
connection with an acquisition, merger, senior loan financing or other
transaction which has been approved by vote of the Board of Directors.
(c) In the event the Company proposes to undertake an issuance
of New Securities, it shall give each Investor Shareholder and each Principal
Shareholder written notice of its intention, describing the type of New
Securities and the price and the terms upon which the Company proposes to issue
the same. Each Investor Shareholder and each Principal Shareholder shall have
ten (10) business days from the date of receipt of any such notice to agree to
purchase up to the Investor Shareholder and each Principal Shareholder's pro
rata share of such New Securities (and any over-allotment amount pursuant to the
operation of Section 7(a) hereof) for the price and upon the terms specified in
the notice by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased.
(d) In the event any Investor Shareholder and each Principal
Shareholder fails to exercise in full his or her or its preemptive right (after
giving effect to the over-allotment provision of Section 7(a) hereof), the
Company shall have one hundred twenty (120) days thereafter to sell the New
Securities with respect to which the Shareholder's option was not exercised, at
a price and upon terms no more favorable to the purchasers thereof than
specified in the Company's notice. To the extent the Company does not sell all
the New Securities offered within said 120-day period, the Company shall not
thereafter issue or sell such New Securities without first again offering such
securities to the Shareholders in the manner provided above.
(e) The rights granted to the Shareholders under this Section 7
shall expire immediately prior to, and shall not apply in connection with, the
consummation of the first Qualified Public Offering.
8. INSURANCE. The Company shall at all times maintain for the benefit of
its officers and directors liability insurance in scope and amount, and from an
insurer, reasonably acceptable to the Investors; provided, however, that the
Company shall not be obligated to maintain such insurance if in the good faith
judgment of its Board of Directors such insurance is not available at a
reasonable cost.
9. COMMITTEES.
(a) There shall be established at all times during the term of
this Agreement a Compensation Committee of the Board of Directors (the
"Compensation Committee") which will consist of four members, one of whom shall
be a designee pursuant to Section 6(a)(i) of this Agreement, a second of whom
shall be a designee pursuant to Section 6(a)(ii) of this Agreement, and a third
of whom shall be a designee pursuant to Section 6(a)(iii) of this Agreement and
a fourth of whom shall be the Chief Executive Officer of the Company; provided,
however, that
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until a Director designee is appointed pursuant to Section 6(a)(iii), that
position shall be filled by a second Director designee appointed pursuant to
Section 6(a)(ii). The initial members of the Compensation Committee shall be
Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxx Xxxxxxxx. The
Compensation Committee will determine the compensation of all senior employees
and consultants of the Company (including salary, bonus, equity participation
and benefits). The compensation of senior employees and consultants shall be
reviewed by the Compensation Committee on an annual basis, and the decision by a
majority of the members of the Compensation Committee will control the
Committee's actions.
(b) There shall be established at all times during the term of
this Agreement an Audit Committee of the Board of Directors (the "Audit
Committee") which will consist of two members, one of whom shall be a designee
pursuant to Section 6(a)(ii) of this Agreement, and the second of whom shall be
a designee pursuant to Section 6(a)(iii) of this Agreement. The initial members
of the Audit Committee shall be Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx. The Audit
Committee will meet with the independent accountants of the Company and will
discuss and review any issues arising out of the annual audits of the Company by
such independent accountants.
10. TERM. This Agreement shall terminate immediately prior to (a) the
consummation of the first Qualified Public Offering, or (b) the tenth
anniversary of the date of this Agreement, whichever occurs first.
11. FAILURE TO DELIVER SHARES. If any Shareholder becomes obligated to
sell any Shares to another Shareholder under this Agreement and fails to deliver
such Shares in accordance with the terms of this Agreement, such other
Shareholder may, at its option, in addition to all other remedies it may have,
send to the defaulting Shareholder the purchase price for such Shares as is
herein specified. Thereupon, the Company, upon written notice to the defaulting
Shareholder, (a) shall cancel on its books the certificate or certificates
representing the Shares to be sold and (b) shall issue, in lieu thereof, in the
name of such other Shareholder, a new certificate or certificates representing
such Shares, and thereupon all of the defaulting Shareholder's rights in and to
such Shares shall terminate.
12. SPECIFIC ENFORCEMENT. Each Shareholder expressly agrees that the
other Shareholders and the Company may be irreparably damaged if this Agreement
is not specifically enforced. Upon a breach or threatened breach of the terms,
covenants and/or conditions of this Agreement by any Shareholder, the other
Shareholders and the Company shall, in addition to all other remedies, each be
entitled to apply for a temporary or permanent injunction, and/or a decree for
specific performance, in accordance with the provisions hereof.
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13. LEGEND. Each certificate evidencing any of the Shares now owned or
hereafter acquired by the Shareholders shall bear in addition to any other
legends required by other agreements or by law a legend substantially as
follows:
"Any sale, assignment, transfer or other disposition of the
shares represented by this certificate is restricted by, and
subject to, the terms and provisions of a certain Shareholders'
Agreement dated as of June 4, 1998, as amended from time to
time. A copy of said Agreement is on file with the Secretary of
the Corporation."
14. NOTICES. Notices given hereunder shall be deemed to have been duly
given on the date of personal delivery or on the date of postmark if mailed by
certified or registered mail, return receipt requested, to the party being
notified at his or its address specified on SCHEDULE I hereto or such other
address as the addressee may subsequently notify the other parties of in
writing.
15. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and
neither this Agreement nor any provision hereof may be waived, modified, amended
or terminated except by a written agreement signed by the Investors and the
Principal Shareholders; PROVIDED, HOWEVER, that Investors owning at least a
majority of the Shares owned by all Investors may effect any such waiver,
modification, amendment or termination on behalf of all of the Investors and
Principal Shareholders owning at least a majority of the Shares owned by all
Principal Shareholders may effect any such waiver, modification, amendment or
termination on behalf of all of the Principal Shareholders PROVIDED FURTHER,
HOWEVER, that if any such waiver, modification, amendment or termination affects
any Principal Shareholder disproportionately to other Principal Shareholders,
the consent of such Principal Shareholder shall be required. Each of the
Shareholders represents that he, she or it is not a party to any other agreement
which would prevent him or it from performing his, her or its obligations
hereunder. No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.
16. GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be
governed by the internal laws of The Commonwealth of Massachusetts without
giving effect to the conflicts of laws principles thereof and, except as
otherwise provided herein, shall be binding upon the heirs, personal
representatives, executors, administrators, successors and assigns of the
parties.
17. SEVERABILITY. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other
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provision of this Agreement, and this Agreement shall be carried out as if any
such illegal, invalid or unenforceable provision were not contained herein.
18. CAPTIONS. Captions are for convenience only and are not deemed to be
part of this Agreement.
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
* * * * * * * * * * * * * * * * *
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IN WITNESS WHEREOF, this Shareholders Agreement has been executed as of
the date and year first above written.
Stride & Associates, Inc.
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President
SUMMIT VENTURES, IV, L.P.
BY: SUMMIT PARTNERS IV, L.P.
ITS GENERAL PARTNER
BY: STAMPS, XXXXXXX & CO.
ITS GENERAL PARTNER
By: /s/ Xxx Xxxxxxx
----------------------------------
Name:
Title:
SUMMIT VENTURES V, L.P.
BY: SUMMIT PARTNERS V, L.P.
ITS GENERAL PARTNER
BY SUMMIT PARTNERS LLC
ITS GENERAL PARTNER
By: /s/ Xxx Xxxxxxx
----------------------------------
Name:
Title:
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SUMMIT V ADVISORS FUND, L.P.
BY: SUMMIT PARTNERS, LLC
ITS GENERAL PARTNER
By: /s/ Xxx Xxxxxxx
----------------------------------
Name:
Title:
SUMMIT V ADVISORS FUND (QP), L.P.
BY: SUMMIT PARTNERS, LLC
ITS GENERAL PARTNER
By: /s/ Xxx Xxxxxxx
----------------------------------
Name:
Title:
SUMMIT SUBORDINATED DEBT FUND II, L.P.
BY: STAMPS, XXXXXXX & CO. IV
ITS GENERAL PARTNER
By: /s/ Xxx Xxxxxxx
----------------------------------
Name:
Title:
SUMMIT INVESTORS III, L.P.
By: /s/ Xxx Xxxxxxx
----------------------------------
Name:
Title:
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MANAGEMENT SHARHOLDERS:
/s/ Xxxx Xxxxxx
-----------------------------------
Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxx Xxxxxxxx
-----------------------------------
Xxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxxx
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EMPLOYEE SHAREHOLDERS:
---------------------------
Name:
Address:
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SCHEDULE 1
COMPANY
STRIDE & ASSOCIATES, INC.
ATTN: XXXXXXX XXXXXX, CHIEF FINANCIAL OFFICER
FAX: 000-000-0000
MANAGEMENT SHAREHOLDERS
XXXX XXXXXX
0000 XXX XXXXXX
XXXXXXX XXXXX, XX
XXXXXX XXXXXXX
000 X 00XX XXXXXX, XXX. 00X
XXX XXXX, XXX XXXX 00000
XXXX XXXXXXXX
0 XXXXXX XXXXX
XXXXXX XX0 0XX
XXXXXX XXXXXXX
XXXXXXX XXXXXXXXX
00 XXXXXXX XXX
XXXXXXX, XX 00000
INVESTORS
000 XXXXXXXX XXXXXX, XXXXX 0000
XXXXXX, XX 00000-0000
ATTN: XXXXXX X. XXXXXXX
FAX: 000-000-0000
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