A Mississippi Stockholders Agreement is a legally binding contract that governs the relationship and rights of the stockholders of a company incorporated in the state of Mississippi. In this case, the agreement is specific to Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. This agreement outlines the terms and conditions under which the stockholders agree to hold, transfer, and vote their shares in the company. The Mississippi Stockholders Agreement between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors is crucial in defining the rights and obligations of each party involved. It covers various key aspects, including: 1. Ownership and Transfer of Shares: The agreement will detail the number of shares held by each stockholder and establish the process of transferring ownership, including any restrictions or preemptive rights that may exist. 2. Voting Rights: It outlines how voting rights are exercised and any requirements for approval or consent on matters such as major corporate decisions, mergers, acquisitions, or changes in the company's management. 3. Board Representation: The agreement may address the right of certain stockholders to nominate or appoint directors to the company's board. It may also define the terms and procedures for electing directors and the responsibilities they hold. 4. Restricted Stock: If applicable, the agreement may contain provisions regarding restricted stock, including vesting schedules, transfer restrictions, or conditions for the removal of restrictions. 5. Shareholder Meetings: It establishes the procedures for calling and conducting stockholder meetings, including notice requirements, quorum rules, and voting procedures. 6. Confidentiality and Non-Compete: The agreement may include provisions that protect confidential information shared between the stockholders and prohibit them from engaging in competitive activities that could harm the company's interests. 7. Dispute Resolution: In the event of disagreements or disputes between the stockholders, the agreement may outline procedures for mediation, arbitration, or litigation. It's important to note that while this general description encompasses the typical elements of a Mississippi Stockholders Agreement, specific variations or additional clauses may be included based on the unique requirements or preferences of the parties involved. Different types or variations of Mississippi Stockholders Agreements can exist based on the specific terms negotiated between Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. These variations can include agreements with unique provisions related to financial arrangements, exit options, dividend distributions, stock buybacks, or other specific needs or interests of the parties involved.