A Colorado Security holders Agreement is a legally binding document that outlines the rights and obligations of shareholders in GST Telecommunications, Inc. and Ocean Horizon, NRL, two entities involved in a business transaction or partnership. This agreement is designed to protect the interests of the involved parties and establish clear guidelines for the ownership and transfer of securities. Key elements of a Colorado Security holders Agreement may include: 1. Ownership and Transfers: The agreement details the different classes of securities held by the shareholders, such as common stock or preferred stock. It outlines the rights, restrictions, and transferability of these securities, ensuring a smooth and transparent process. 2. Shareholder Rights and Obligations: The agreement clearly defines the rights vested in the shareholders, like voting rights and the right to receive dividends or distributions. It also outlines any obligations that shareholders must fulfill, such as providing financial statements or attending shareholder meetings. 3. Corporate Governance: A Colorado Security holders Agreement may establish rules for corporate governance and decision-making processes within the entities involved. It may specify the composition of the board of directors, voting thresholds for major decisions, or rules for conducting shareholder meetings. 4. Dividend and Distribution Policies: The agreement can establish the criteria and procedures for distributing profits or other forms of returns to the shareholders. It may specify how dividends are calculated and distributed, and any restrictions or conditions that apply. 5. Confidentiality and Non-Compete Clauses: To protect the sensitive information and business interests of the entities involved, a Security holders Agreement may include clauses on confidentiality and non-compete obligations. These clauses prohibit shareholders from sharing certain proprietary or confidential information and restrict engagement in similar businesses during or after the agreement's term. 6. Dispute Resolution: In case of any disputes or disagreements arising from the agreement, provisions for dispute resolution, such as arbitration or mediation, may be included to provide a structured and efficient way to resolve conflicts. It's important to note that specific variations or modifications of the Colorado Security holders Agreement may exist based on the unique circumstances of the parties involved. For instance, there could be a Separate Class Security holders Agreement if shareholders hold different classes of stock. Moreover, an Amended and Restated Security holders Agreement may be created if revisions or updates are made to the original agreement. In summary, a Colorado Security holders Agreement is a comprehensive and detailed contract that governs the relationship between shareholders in GST Telecommunications, Inc. and Ocean Horizon, NRL. It ensures fair treatment, protects rights and interests, and establishes guidelines for various aspects of the securities ownership and transfer.