The South Carolina Security holders Agreement, also known as a Shareholders Agreement or Investor Agreement, is a legally binding agreement between GST Telecommunications, Inc. and Ocean Horizon, NRL. It outlines the rights and obligations of the security holders in the company and establishes the terms and conditions related to ownership, management, and governance. The agreement includes several key provisions relevant to ensuring a transparent and fair relationship between the parties involved. These provisions may differ based on the specific needs and circumstances of the parties but generally cover the following areas: 1. Ownership and Issuance of Securities: The agreement specifies the types and classes of securities issued by the company, such as common shares or preferred shares. It outlines the conditions for issuing new securities, including any rights of first refusal or pre-emption rights held by existing security holders. 2. Voting Rights and Decision-Making: The agreement identifies the voting rights of the security holders and outlines how important decisions related to the company will be made. This may include board of directors' composition, appointment of key executives, major capital expenditures, mergers or acquisitions, or changes in corporate strategy. 3. Transferability and Right of First Offer: The agreement may include provisions related to the transferability of securities, including any restrictions or limitations on selling or transferring shares to third parties. Additionally, it may grant existing security holders a right of first offer, allowing them the opportunity to purchase shares before they are offered to external parties. 4. Information Rights and Reporting: The agreement establishes the obligations of the company to provide regular and timely financial and operational information to the security holders. This includes financial statements, reports, and other material information necessary for the security holders to assess the company's performance. 5. Non-Compete and Non-Disclosure Obligations: The agreement may include provisions that restrict security holders from engaging in competing activities or disclosing confidential company information. This safeguards the company's trade secrets and competitive advantage. It is important to note that while the South Carolina Security holders Agreement may encompass these general provisions, its specific contents and nuances can vary depending on individual circumstances. Different types of agreements may also exist, such as an Investor Rights Agreement, Subscription Agreement, or Preferred Shareholder Agreement, each addressing specific aspects of the relationship between GST Telecommunications, Inc. and Ocean Horizon, NRL.