Nebraska Stockholders Agreement: A Comprehensive Overview Introduction: A Nebraska Stockholders Agreement is a legally binding contract that outlines the rights, responsibilities, and obligations of the various stockholders of a company incorporated in Nebraska. This document plays a critical role in defining the relationship between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors by establishing rules governing ownership, voting rights, transfer restrictions, and dispute resolution. Key Elements of the Nebraska Stockholders Agreement: 1. Ownership Structure: The agreement will detail the ownership structure among the stockholders, including the specific number of shares held by each entity. It will further outline any provisions regarding the transfer or sale of shares, including preemptive rights and restrictions on selling to outside parties. 2. Voting Rights and Decision-Making: This section specifies the voting rights and procedures for decision-making, which could be based on majority or super majority voting. It may also address specific matters requiring unanimous consent or the establishment of a board of directors. 3. Management and Board Composition: The agreement can address the composition of the company's board of directors, including the number of directors and the rights and obligations of each stockholder to nominate or appoint individuals. Furthermore, the agreement may define the roles and responsibilities of shareholders in managing the day-to-day operations of the business. 4. Financial Matters: Financial matters covered in the agreement can include dividend distribution policies, capital calls, allocation of profits and losses, and financial reporting requirements. This section may also outline procedures for raising additional capital, financing options, and restrictions on indebtedness. 5. Non-Competition and Confidentiality: To protect the company's interests, the Nebraska Stockholders Agreement may include provisions that restrict stockholders from engaging in competitive activities in certain markets or for a specified period. Additionally, it may impose obligations related to maintaining the confidentiality of sensitive business information. Types of Nebraska Stockholders Agreements: 1. General Nebraska Stockholders Agreement: This type of agreement covers the core provisions mentioned above, providing a comprehensive framework for the relationship between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. 2. Amended and Restated Nebraska Stockholders Agreement: If there have been significant changes in the ownership structure or other fundamental aspects of the business, an amended and restated agreement may be drafted to reflect the new arrangements accurately. 3. Investor-Specific Nebraska Stockholders Agreement: In certain cases, unique agreements tailored to a specific investor's needs or requirements may be drafted in addition to the general agreement. These agreements would address any specific rights, privileges, or obligations that are specific to that investor. Conclusion: A Nebraska Stockholders Agreement is an essential document that clarifies the relationship between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. By addressing critical areas such as ownership, voting rights, decision-making, financial matters, and non-competition, the agreement helps ensure a harmonious and structured operation of the company. Different types of agreements, such as general, amended and restated, or investor-specific agreements, may be used to address specific circumstances or changes in the company's dynamics.