Exhibit 10.26
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT dated as of October 22, 2001, by and among OAO
Technology Solutions, Inc., a Delaware corporation (the "Company"), Terrapin
Partners Subsidiary LLC, a Delaware limited liability company (the
"Shareholder"), and, only for the purposes of Article VII and Section 8.6, X.X.
Xxxxxx Equity Investors I, L.P., a Delaware limited partnership ("JFLEI").
WHEREAS, the Company, the Shareholder, Safeguard Scientifics, Inc., a
Delaware corporation ("Safeguard Scientifics"), Safeguard Delaware, Inc., a
Delaware corporation and a wholly owned subsidiary of Safeguard Scientifics
("Safeguard Delaware"), and Safeguard 97 Capital, L.P., a Delaware limited
partnership of which Safeguard Delaware is the general partner, are parties to a
Stock Purchase Agreement, dated the date hereof (the "Stock Purchase
Agreement"), pursuant to which the Shareholder acquired on the date hereof
5,729,356 shares of Common Stock (as defined below);
WHEREAS, concurrently with the purchase referred to above, on the date
hereof, Xxxxxx X. Xxxxxx ("Xxxxxx") and certain members of management of the
Company exchanged 1,369,458 shares of Common Stock for common units of Terrapin
Partners Holding Company LLC (the "Holding Company"), a Delaware limited
liability company and the managing member of the Shareholder;
WHEREAS, Xxxxxx, the Shareholder and the Holding Company entered into that
certain Voting Agreement and Irrevocable Proxy, dated the date hereof, with
respect to 1,826,400 shares of Common Stock held by Xxxxxx that are encumbered
to secure obligations of Xxxxxx or his affiliates (the "Encumbered Shares"),
pursuant to which Xxxxxx agreed (i) to vote the Encumbered Shares in accordance
with the voting instructions given by the Shareholder, (ii) to grant the
Shareholder an irrevocable proxy with respect to the Encumbered Shares in the
event they are not voted on a matter and (iii) once the Encumbered Shares become
freely transferable, to contribute the Encumbered Shares to the Holding Company
in exchange for a like number of common units; and
WHEREAS, as a result of the transactions described above (collectively, the
"Transactions"), on the date hereof, the Shareholder will Beneficially Own (as
defined below) approximately 46% of the Total Voting Power (as defined below) of
the Company; and
WHEREAS, the parties hereto wish to further establish the nature of their
relationship and set forth their agreement concerning the governance of the
Company following consummation of the Transactions as well as certain matters
relating to the Shareholder's ownership of Voting Securities (as defined below)
of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings indicated:
"Affiliate" shall mean any Person who is an "affiliate" as defined in Rule
12b-2 of the General Rules and Regulations under the Exchange Act. For purposes
of this definition, "control" when used with respect to any Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of this Person, whether through the
ownership of voting securities, by agreement or otherwise; and the terms
"controlling", "controlled by" and "under common control with" have the meanings
correlative to the foregoing; provided that the ability to vote 10% or more of
the Voting Securities of the Company will constitute "control" of the Company.
In addition, for purposes of this definition, any member of the Shareholder
shall be deemed to be an Affiliate of the Shareholder. For the avoidance of
doubt, the Company will not be deemed to be an Affiliate of the Shareholder or
JFLEI under this Agreement.
"Agreement" means this Stockholders Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.
Any Person shall be deemed to "Beneficially Own", to have "Beneficial
Ownership" of, or to be "Beneficially Owning" any securities (which securities
shall also be deemed "Beneficially Owned" by such Person) (i) that such Person
is deemed to "beneficially own" within the meaning of Rule 13d-5 under the
Exchange Act as in effect on the date of this Agreement or (ii) that such Person
has the right to vote pursuant to a voting agreement, a voting arrangement or
otherwise.
"Board of Directors" means the Board of Directors of the Company.
"Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in the State of New York are authorized or required by
law or executive order to close.
"Charter Documents" means the Restated Certificate of Incorporation and the
Amended and Restated Bylaws of the Company each as in effect on the date hereof
"Commission" means the United States Securities and Exchange Commission or
any similar agency then having jurisdiction to enforce the Securities Act.
"Common Stock" means the Common Stock, par value $0.01 per share, of the
Company or any other capital stock of the Company into which such stock is
reclassified or reconstituted and any other common stock of the Company.
"Company" has the meaning set forth in the preamble to this Agreement.
"Continuing Independent Directors" means members of the Independent
Committee that are (i) Initial Independent Directors or (ii) were appointed to
the Independent Committee in accordance with the provisions of Section 2.1.
"DGCL" has the meaning set forth in Section 2.1.
"Exchange Act" means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.
"Governmental Authority" means the government of any nation, state, city,
locality or other political subdivision thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.
"Group" has the meaning set forth in Section 13(d) of the Exchange Act as
in effect on the date of this Agreement.
"Independent Committee" has the meaning set forth in Section 2.1.
"Independent Director" means a director of the Company who (i) is not and
has not been, within the three years prior to the date of such person's
appointment as a director, an officer, employee or director of any of the
Shareholder, JFLEI or their Affiliates (as defined in Rule 12b-2 under the
Exchange Act), in each case other than the Company, (ii) has no affiliation or
compensation, consulting or contractual relationship with any of the
Shareholder, JFLEI or their Affiliates (in each case other than the Company)
such that a reasonable person would regard such director as likely to be unduly
influenced by any of such Persons or any of their Affiliates (in each case other
than the Company) and (iii) and is deemed "independent" pursuant to the rules
and regulations of any primary securities exchange or over-the-counter market on
which the Voting Securities of the Company are listed or traded at any time.
"Initial Independent Directors" has the meaning set forth in Section 2.1.
"Material Transaction" shall mean (a) any transaction or series of related
transactions between the Company and the Shareholder, JFLEI or their Affiliates
(i) with a value in excess of $375,000 in the aggregate or (ii) which is
reasonably likely to have a material effect on the Company's business, financial
condition, results of operations or prospects or (b) any reverse stock split by
the Company of the Voting Securities.
"JFLEI" has the meaning set forth in the Preamble to this Agreement.
"Person" means any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
limited liability company, Governmental Authority or other entity of any kind,
and shall include any successor (by merger or otherwise) of such entity.
"Purchase Transaction" has the meaning set forth in Section 3.2.
"Restricted Transferees" means (i) Affiliates of the Shareholder or JFLEI,
(ii) members of a Group that includes the Shareholder, JFLEI or their Affiliates
or (iii) other Persons that have a voting trust, voting agreement or voting
arrangement with respect to any Voting Securities of the Company with any of the
Persons referred to in clauses (i) or (ii).
"Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.
"Shareholder" has the meaning set forth in the Preamble to this Agreement.
"Shares" means, the Voting Securities owned or to be Beneficially Owned by
the Shareholder, including the 8,925,214 Voting Securities to be acquired by the
Purchaser pursuant to the Transactions.
"Stock Purchase Agreement" has the meaning set forth in the recitals to
this Agreement.
"Stockholders Meeting" has the meaning set forth in Section 5.1.
"Total Voting Power" shall mean the total number of votes that may be cast
in the election of directors of the Company if all Voting Securities outstanding
are treated as outstanding pursuant to the final sentence of this definition
were present and voting at a meeting held for such purpose. The percentage of
the Total Voting Power of the Company Beneficially Owned by any Person is the
percentage of the Total Voting Power of the Company that is represented by the
total number of votes that may be cast in the election of directors of the
Company by Voting Securities Beneficially Owned by such Person. In calculating
such percentage, the Voting Securities Beneficially Owned by any Person that are
not outstanding but are subject to issuance upon exercise or exchange of rights
of conversion or any options, warrants or other rights Beneficially Owned by
such Person shall be deemed to be outstanding for the purpose of computing the
percentage of the Total Voting Power represented by Voting Securities
Beneficially Owned by such Person, but shall not be deemed to be outstanding for
the purpose of computing the percentage of the Total Voting Power represented by
Voting Securities Beneficially Owned by any other Person.
"Transactions" has the meaning set forth in the recitals to this Agreement.
"Voting Securities" shall mean Common Stock and any other securities of the
Company that are entitled to vote generally in the election of directors of the
Company.
"Written Consent" has the meaning set forth in Section 5.1.
ARTICLE II
INDEPENDENT DIRECTORS
2.1 Independent Committee. The Board of Directors shall establish an
independent committee of the Board of Directors (the "Independent Committee") in
accordance with the terms and procedures set forth in the Charter Documents and
the Delaware General Corporation Law (the "DGCL"). The Independent Committee
shall consist of at least three members of the Board of Directors. All members
of the Independent Committee shall be Independent Directors. The Independent
Committee shall initially be composed of Xxxxx X. Xxxxxx III, Xxxxxxx X. Xxxx
and Xxxxxx Xxxxxxxxxx Xxxxx (the "Initial Independent Directors"). All future
members of the Independent Committee shall be recommended by a majority of the
Continuing Independent Directors to the Board of Directors for designation for
election to theBoard of Directors and designation for appointment to the
Independent Committee. The Company and the Board of Directors shall consider in
good faith the recommendations of the Continuing Directors for such Independent
Directors, and if such recommendations meet with the reasonable approval of a
majority of the Board of Directors, the Board of Directors and the Company shall
use their best efforts, including soliciting proxies, to cause the election and
appointment of such members, it being understood that in no event shall the
Board of Directors or the Company appoint any Independent Director to the
Independent Committee if such Independent Director has not been recommended by a
majority of the Continuing Independent Directors as provided above; provided,
however, that, if at any point in time there are no Continuing Independent
Directors, the Board of Directors shall appoint at least three Independent
Directors to serve on the Independent Committee, which Independent Directors
shall be deemed to be Continuing Directors for purposes of this Agreement.
2.2 Powers of the Independent Committee. During the term of this Agreement,
notwithstanding anything to the contrary contained in this Agreement, the
Company shall not take, approve or otherwise ratify any Material Transaction
without the consent of at least a majority of the Independent Directors
constituting the entire Independent Committee.
2.3 D&O Insurance; Indemnification. The Shareholder shall not vote the
Voting Securities Beneficially Owned by it for any amendment to the provisions
in the Company's Charter Documents that deal with indemnification of directors,
which amendment would make such provisions less favorable to such directors. In
addition, the Shareholder shall not take any action or cause any action to be
taken that would result in the Company's policies and procedures as to (i) the
reimbursement of expenses of the Independent Directors in performing their
duties as such and (ii) maintaining directors' liability insurance policies for
Independent Directors to be materially less favorable to the Independent
Directors than those in effect on the date hereof.
ARTICLE III
STANDSTILL
3.1 Standstill. Except as otherwise expressly provided in this Agreement
(including this Section 3.1 and Section 3.2 hereto), none of the Shareholder or
any of its Affiliates shall, directly or indirectly, acting alone, in a Group
(other than a Group consisting solely of the Shareholder, JFLEI and their
Affiliates) or in concert with others:
(a) by purchase or otherwise, Beneficially Own, acquire, agree or offer to
acquire any Voting Securities or direct or indirect rights or options
to Beneficially Own Voting Securities, including any voting trust
certificates representing such securities (in each case, other than
(i) the Shares, (ii) rights, options or warrants distributed on a pro
rata basis to all holders of the class or classes of securities of the
Company pursuant to distribution that has been approved by at least a
majority of the Independent Directors constituting the entire
Independent Committee, (iii) securities acquired from the Company
pursuant to a rights offer, exchange offer or similar transaction made
by the Company which has been approved by at least a majority of the
Independent Directors constituting the entire Independent Committee;
(iv) grants of restricted Voting Securities or options to purchase
Voting Securities (and the exercise thereof) to an executive officer
of the Company who may be deemed to be an Affiliate of the Shareholder
or JFLEI under this Agreement, which grants have been approved by at
least a majority of the Independent Directors constituting the entire
Independent Committee; and (v) grants of restricted Voting Securities
or options to purchase Voting Securities (and the exercise thereof) to
a nonemployee director of the Company who may be deemed to be an
Affiliate of the Shareholder or JFLEI under this Agreement pursuant to
an equity compensation plan generally available to all nonemployee
directors of the Company, which grants have been approved by at least
a majority of the Independent Directors constituting the entire
Independent Committee);
(b) enter, propose to enter into, or solicit any merger or business
combination, tender offer, exchange offer or similar transaction
involving the Company, or purchase, acquire, propose to purchase or
acquire or solicit the purchase or acquisition of any portion of the
business or assets of the Company if, in each case, (i) in such
transaction, all holders of Voting Securities of the Company are not
treated equally in terms of the dollar value at closing of the
consideration, if any, to be received by such holders or (ii) such
transaction is entered into with Affiliates, members of a Group that
includes the Shareholder, JFLEI or their Affiliates or other Persons
that are acting in concert with the Shareholder, JFLEI or their
Affiliates to circumvent the foregoing provisions;
(c) make, or in any way participate in, any "solicitation" of "proxies" or
become a "participant" in any "election contest" (as such terms are
used in the proxy rules promulgated by the Commission under the
Exchange Act) for the removal of any member of the Independent
Committee; or
(d) take any action challenging the validity or enforceability of the
foregoing.
3.2 Shareholder Right To Acquire Voting Securities. Notwithstanding
anything to the contrary set forth in this Agreement (including Section 3.1
above), the Shareholder and its Affiliates shall be entitled to purchase Voting
Securities (a) through market intermediaries in open-market transactions in
amount not to exceed 5% of the Voting Securities in the aggregate through all
open-market purchases; or (b) if (i) such purchase is made as a result of a
transaction or series of transactions (a "Purchase Transaction") in which the
Shareholder and its Affiliates acquire or offer to acquire (by tender offer or
otherwise) all of the outstanding Voting Securities of the Company, (ii) such
Purchase Transaction is approved by at least a majority of the Independent
Directors constituting the entire Independent Committee (so long as such
approval was not obtained by the Shareholder or their Affiliates in violation of
this Agreement), (iii) the consideration to be paid for the Voting Securities in
such Purchase Transaction is deemed to be fair from a financial point of view in
a written opinion issued by an independent nationally recognized investment
banking firm retained by the Independent Committee and (iv) such Purchase
Transaction is approved by holders of Voting Securities representing at least a
majority of the outstanding Voting Securities of the Company actually voting on
such Purchase Transaction (excluding for the purposes of such calculation any
Voting Securities Beneficially Owned by the Shareholder, JFLEI or any of their
Affiliates or members of a Group that includes the Shareholder, JFLEI or their
Affiliates).
ARTICLE IV
AFTER-ACQUIRED SECURITIES; AGREEMENT TO BE BOUND
4.1 After-Acquired Securities. All of the provisions of this Agreement
shall apply to all of the Voting Securities now Beneficially Owned or which may
be Beneficially Owned, issued or transferred hereafter to the Shareholder in
consequence of any additional issuance, purchase, exchange or reclassification
of any of such Voting Securities, corporate reorganization, or any other form of
recapitalization, consolidation, merger, share split or share dividend, or which
are acquired by the Shareholder in any other manner.
ARTICLE V
CORPORATE GOVERNANCE
5.1 General. From and after the execution of this Agreement, the
Shareholder shall vote the Voting Securities it Beneficially Owns at any regular
or special meeting of stockholders of the Company (a "Stockholders Meeting") or
in any written consent executed in lieu of such a meeting of stockholders (a
"Written Consent"), to give effect at all times to the provisions of this
Agreement (including, without limitation, Article II hereof) and, to the extent
of its ability to do so, to ensure that the Charter Documents do not, at any
time hereafter, conflict in any respect with the provisions of this Agreement,
and will otherwise take all other actions within its power required to fulfill
the intent of this Agreement.
ARTICLE VI
STOCK CERTIFICATE LEGEND
6.1 A copy of this Agreement shall be filed with the Secretary of the
Company and kept with the records of the Company. Each certificate representing
Voting Securities now held or hereafter acquired by the Shareholder shall for as
long as this Agreement is effective bear a legend substantially in the following
form in addition to any other legends already set forth on such certificates:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS
OF THE STOCKHOLDERS AGREEMENT, DATED OCTOBER 22, 2001, AMONG THE COMPANY
AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE
COMPANY'S PRINCIPAL OFFICE.
Such legend shall be removed only upon transfer of the Voting Securities to
Persons other than JFLEI or the Restricted Transferees.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
Each of the parties hereby represents and warrants, severally and not
jointly, to the others as follows:
7.1 Authority Relative to This Agreement. Such party has all necessary
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by such party and the consummation
by such party of the transactions contemplated hereby have been duly and validly
authorized by the board of directors or other governing body of such party, and
no other proceedings on the part of such party are necessary to authorize this
Agreement or to consummate such transactions. This Agreement has been duly and
validly executed and delivered by such party and, assuming the due
authorization, execution and delivery by the other parties hereto, constitutes a
legal, valid and binding obligation of such party, enforceable against such
party in accordance with its terms, except to the extent enforceability may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
creditors' rights generally or by general principles governing the availability
of equitable remedies.
7.2 No Conflict.
(a) The execution and delivery of this Agreement by such party does not,
and the performance of this Agreement by such party shall not, (i)
conflict with or violate the organizational documents of such party,
(ii) conflict with or violate any agreement, arrangement, law, rule,
regulation, order, judgment or decree to which such party is a party
or by which such party (or the Shares Beneficially Owned by such
party) is bound or affected or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse or time or
both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or encumbrance on any of the Shares
Beneficially Owned by such party pursuant to any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which such party is a party or by
which such party (or the Shares Beneficially Owned by such party) is
bound or affected, except, in the case of clauses (ii) and (iii) of
this Section 7.2, for any such conflicts, violations, breaches,
defaults or other occurrences which would not prevent the performance
by such party of its material obligations under this Agreement.
(b) The execution and delivery of this Agreement by such party does not,
and the performance of this Agreement by such party shall not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Authority except for applicable
requirements, if any, of federal or state securities and antitrust
laws and except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications,
would not prevent the performance by such party of its material
obligations under this Agreement.
ARTICLE VIII
MISCELLANEOUS
8.1 Notices. All notices, demands or other communications provided for or
permitted hereunder shall be made in writing and shall be by registered or
certified first class mail, return receipt requested, telecopier, courier
service, or personal delivery.
(a) if to the Company:
OAO Technology Solutions, Inc.
0000 Xxxxxxxx Xxxxxx Xxxxx
00xx xxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
General Counsel and Secretary
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
(b) if to the Shareholder or JFLEI:
c/o X.X. Xxxxxx & Company
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx
with a copy to:
Xxxxxx Xxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
All such notices, demands and other communications shall be deemed to have been
duly given when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial courier service; five Business Days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
mechanically acknowledged, if telecopied. Any party may by notice given in
accordance with this Section 8.1 designate another address or Person for receipt
of notices hereunder.
8.2 Successors and Assigns; Third Party Beneficiaries. This Agreement shall
inure to the benefit of and be binding upon successors and permitted assigns of
the parties hereto. This Agreement is not assignable except in connection with a
transfer of Voting Securities in accordance with this Agreement. No Person other
than the parties hereto and their successors and permitted assigns is intended
to be a beneficiary of this Agreement.
8.3 Amendment and Waiver.
(a) No failure or delay on the part of any party hereto in exercising any
right, power or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies provided for herein
are cumulative and are not exclusive of any remedies that may be
available to the parties hereto at law, in equity or otherwise.
(b) Any amendment, supplement or modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement, and any
consent to any departure by any party from the terms of any provision
of this Agreement, shall be effective only if it is (i) approved by at
least a majority of the Independent Directors constituting the entire
Independent Committee and (ii) made or given in writing and signed by
the Company, the Shareholder and JFLEI. Any such amendment,
supplement, modification, waiver or consent shall be binding upon the
Company, the Shareholder and JFLEI.
8.4 Counterparts. This Agreement may be executed in any number of
counterparts, and by the parties hereto in separate counterparts each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
8.5 Specific Performance. The parties hereto intend that each of the
parties have the right to seek damages or specific performance in the event that
any other party hereto fails to perform such party's obligations hereunder.
Therefore, if any party shall institute any action or proceeding to enforce the
provisions hereof, any party against whom such action or proceeding is brought
hereby waives any claim or defense therein that the plaintiff party has an
adequate remedy at law.
8.6 JFLEI Guarantee. JFLEI shall use commercially reasonable efforts to
cause the Shareholder to comply with, and perform, all its obligations
hereunder.
8.7 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
8.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF.
8.9 Severability. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
8.10 Rules of Construction. Unless the context otherwise requires,
references to sections or subsections refer to sections or subsections of this
Agreement.
8.11 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
representations, warranties or undertakings, other than those set forth or
referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties with respect to such subject matter.
8.12 Term of Agreement. This Agreement shall become effective upon the
execution hereof and shall terminate and cease to be of any further force and
effect upon the earlier of: (i) the third anniversary of the date hereof; (ii)
with respect to any Voting Securities Beneficially Owned by the Shareholder
(including the Shares), upon the transfer of such Voting Securities to a Person
other than JFLEI or a Restricted Transferee; (iii) the date on which the
Shareholder, together with JFLEI and any Restricted Transferee, shall cease to
Beneficially Own Voting Securities of the Company representing at least 15% of
the Total Voting Power of the Company; and (iv) the date on which the Company
files a Form 15 with the Commission, or a comparable form then in effect,
notifying the Commission that its filing obligations with the Commission have
terminated, the filing of which was approved by at least a majority of the
Independent Directors constituting the Independent Committee.
8.13 Further Assurances. Each of the parties shall, and shall cause their
respective Affiliates to, execute such documents and perform such further acts
as may be reasonably required or desirable to carry out or to perform the
provisions of this agreement.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Stockholders Agreement on the date first written above.
OAO TECHNOLOGY SOLUTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
TERRAPIN PARTNERS SUBSIDIARY LLC
By: Terrapin Partners Holding Company LLC,
its managing member
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx, Managing Member
X.X. XXXXXX EQUITY INVESTORS I, L.P. (only
for the purpose of Article VII and Section 8.6)
By: JFL Investors LLC, its sole general partner
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Xxxxxx Xxxxxxxx, Managing Member
