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other corporate reorganization shall constitute a liquidation, unless the holders of at least a <br /> majority of the Series A Preferred Stock vote otherwise. <br /> Board of Directors <br /> The Board of Directors of the company shall be composed of seven members. Of these seven <br /> members, the holders of the Series A Preferred Stock shall control three of the seven directors. <br /> The other directors to be designated aggregate based on ownership of common stock. <br /> Option and Vesting <br /> SolarAttic Inc. shall vest management. This vesting shall be completed no later the third year <br /> after signing this agreement. All management reserve stock shall be provided to appropriate <br /> personnel in accordance with their employment contracts. The company shall repurchase stock <br /> options from personnel leaving the company. <br /> Registration Rights <br /> SolarAttic Inc. shall pay all fees and registration expenses for holders of Series A Preferred <br /> Stock. SolarAttic Inc. shall pay all costs associated with S-1 and S-3 registrations. The holders <br /> of Series A Preferred Stock shall have the right to register as often as they wish. <br /> Holders of Series A Preferred Stock will also be entitled to unlimited registrations on form S-33 <br /> with at least $10,000,000 in aggregate gross offering price on customary terms and conditions. <br /> The Company shall bear all expenses related to all registrations and underwriting. <br /> Management and Affirmative Covenants <br /> Affirmative Covenants <br /> While any Series A Preferred Stock is outstanding, the company will: <br /> a) Retain Strategic Business Services for strategic counsel. This retainer will represent an <br /> amount of time, nor to exceed 40 hours per month. The conduct of such services will be <br /> governed by a separate agreement. This agreement will be signed prior to or concurrent with <br /> • funding. <br /> b) Comply with all laws, rules and regulations <br />