The Franklin Ohio Stockholders Agreement is a legally binding contract established among Unilab Corp., Also Investment Associates VI, LLP, KEEP VI, LLC, EOS Partners, LP, Pequot Scout Fund, LP, and Rollover Investors. This agreement outlines the rights, obligations, and responsibilities of each party regarding their ownership and management of shares in Franklin Ohio. The key provisions of the Franklin Ohio Stockholders Agreement include: 1. Ownership and Transfer of Shares: The agreement specifies the number of shares owned by each party and establishes restrictions on the transfer of shares to ensure stability and control within the company. 2. Voting Rights: It clarifies the voting rights of each stockholder and outlines the procedures for voting on matters such as the election of directors, major business decisions, and changes to the company's bylaws. 3. Board of Directors: The agreement defines the composition of the board of directors, including the number of directors appointed by each shareholder and their respective rights and responsibilities. 4. Information Rights: It outlines the rights of stockholders to access certain company information, financial reports, and other relevant documentation to ensure transparency and accountability. 5. Dividends and Distributions: The agreement establishes how dividends and other distributions will be allocated among the stockholders, considering factors such as the number of shares owned by each party. 6. Minority Protection: It includes provisions to protect minority shareholders' interests, such as requiring certain approvals or thresholds for major corporate actions or changes that could significantly impact the company. 7. Dispute Resolution: The agreement sets out procedures for resolving disputes among the stockholders, such as mediation or arbitration, to mitigate conflicts and maintain a harmonious relationship. It is important to note that the Franklin Ohio Stockholders Agreement may have different variations or amendments based on the specific circumstances and negotiations between the parties involved. These variations could include additional provisions tailored to address unique concerns or objectives, ensuring a customized agreement that suits the specific needs of the shareholders and the company's structure.