Preamble and Recitals

Article I — Definitions and Interpretation

Section 1.01. Key Defined Terms

Affiliate

With respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person; provided that, for the Investor, the term includes affiliated investment funds, managed accounts, parallel vehicles, general partners, managing members, portfolio managers, and any distribution recipients in an in-kind transfer that otherwise qualifies as a Permitted Transfer.

Board

The board of directors of the Company.

Business Day

Any day other than a Saturday, Sunday, or day on which banks in New York, New York are authorized or required to close.

Capital Stock

The Company’s Preferred Stock, Class A Common Stock, Class B Common Stock, and any other equity securities of the Company, together with any securities issued in respect of the foregoing by split, dividend, reclassification, recapitalization, merger, or similar event.

Change of Control

(a) A sale of all or substantially all of the consolidated assets of the Company and its subsidiaries; (b) a sale, merger, recapitalization, or similar transaction after which a third party owns or controls a majority of the voting equity of the Company or the surviving parent; or (c) any other transaction approved by the Investor as a company sale for purposes of this Agreement.

Class A Common Stock

The Company’s voting common stock issued to the Investor, founders, rollover holders, and management co-investors.

Class B Common Stock

The Company’s non-voting common stock or equivalent incentive equity reserved primarily for management equity awards under the Company’s incentive plan.

Excluded Issuance

Any issuance approved by the Board in connection with: (a) the incentive plan or other compensatory awards; (b) conversion, exercise, or exchange of outstanding securities; (c) acquisitions, mergers, consolidations, or strategic combinations; (d) debt financings and customary equity kickers; (e) commercial joint ventures or strategic relationships not primarily intended to raise equity capital; (f) stock splits, stock dividends, recapitalizations, or similar adjustments; or (g) a Qualified IPO or Change of Control.

Founder Group

The Management Stockholders designated on Schedule A as founders or rollover executives for purposes of any optional founder-specific rights expressly stated in this Agreement.

Permitted Transfer

A Transfer allowed by Section 4.02.

Preferred Stock

The Company’s Series A Preferred Stock or other non-convertible or convertible preferred stock issued in the acquisition financing, as the case may be.

Qualified IPO

An underwritten public offering of the Company’s common stock resulting in a national securities exchange or Nasdaq listing and gross or net proceeds, public float, and valuation metrics acceptable under the Company’s certificate of incorporation or, if not specified there, as approved by the Board and the Investor.

Shares

All Capital Stock and all stock equivalents or rights exercisable or convertible into Capital Stock, whether owned on the date hereof or acquired later.

Third-Party Buyer

A Person that is not, immediately prior to the relevant transaction, an Affiliate or Permitted Transferee of any existing Stockholder.

Transfer

Any sale, assignment, transfer, pledge, encumbrance, hypothecation, gift, disposition by operation of law, or agreement to do any of the foregoing with respect to Shares or any interest therein.

Section 1.02. Interpretation

References in this Agreement to Articles, Sections, Schedules, or Exhibits are references to this Agreement unless otherwise specified. The words “including,” “include,” and “includes” mean “including without limitation.” The word “or” is not exclusive. This Agreement shall be interpreted to harmonize, to the fullest extent reasonably possible, with the Company’s certificate of incorporation and bylaws and with nonwaivable Delaware law.

Article II — Governance and Board Composition

Section 2.01. Board Size and Designation Rights

(a) The parties shall vote their Shares and take all actions necessary so that the Board consists of [five (5)] directors, unless otherwise adjusted in accordance with the certificate of incorporation and this Agreement.

(b) The Investor shall have the right to designate [four (4)] directors for so long as the Investor and its Permitted Transferees collectively own at least a majority of the voting equity of the Company.

(c) The individual then serving as Chief Executive Officer of the Company shall serve as a director, subject to removal from the Board automatically upon ceasing to serve as Chief Executive Officer.

(d) Optional founder observer language: [So long as the Founder Group collectively owns at least [__]% of the Class A Common Stock originally held by the Founder Group, the Founder Group may designate one non-voting board observer, subject to customary confidentiality, privilege, conflict, and competitive-sensitivity exclusions.]

(e) Any board of any material subsidiary shall mirror the control structure of the Board unless the Investor determines that a more streamlined subsidiary board is administratively preferable.

Section 2.02. Removal, Resignation, and Vacancies

(a) Each Investor-designated director may be removed, with or without cause, only at the request of the Investor, and the other Stockholders shall vote their Shares accordingly.

(b) Any vacancy in an Investor-designated seat shall be filled solely by the Investor.

(c) If the Chief Executive Officer resigns, is terminated, or otherwise ceases to hold office, the corresponding Board seat shall be deemed vacant and shall be filled automatically by the successor Chief Executive Officer when duly elected.

Section 2.03. Meetings, Committees, and Corporate Formalities

Unless otherwise stated in the bylaws, Board meetings may be held in person or by video or telephonic means. A majority of directors then in office shall constitute a quorum. The Board may establish committees in accordance with Delaware law and the bylaws; provided that committee composition shall not be used to defeat any express designation rights contained in this Agreement.

Any governance covenant in this Agreement that requires corporate action shall be interpreted in a manner consistent with DGCL § 141 and DGCL § 122(18). If a particular governance mechanism must instead be placed in the certificate of incorporation, bylaws, or board resolutions to be fully effective, the parties shall cooperate in good faith to implement that mechanism in the appropriate document.

Section 2.04. Optional Founder Protection Brackets

Article III — Preemptive Rights

Section 3.01. Grant of Preemptive Rights

The Company grants to the Investor and each Management Stockholder holding Class A Common Stock a separate right to purchase its pro rata share of any new equity securities the Company proposes to issue, other than any Excluded Issuance.

Section 3.02. Notice of New Issuance

The Company shall deliver written notice of any covered issuance promptly after Board approval and not later than [five (5)] Business Days thereafter. The notice shall state the type and amount of securities, the price, the proposed closing date, any material business terms, and the cash-equivalent value of any non-cash consideration.

Section 3.03. Exercise Procedure

Each eligible holder shall have [ten (10)] Business Days after receipt of the issuance notice to elect, by irrevocable written notice, to purchase all or any portion of its pro rata share. Failure to timely elect constitutes a waiver only for that issuance.

Section 3.04. Over-Allotment

If any eligible holder does not fully exercise its pro rata share, each holder that has fully exercised its own allotment may purchase a pro rata share of the unsubscribed balance during a further [five (5)] Business Day over-allotment period.

Section 3.05. Company Sale to Third Party Following Waiver

The Company may sell any unsubscribed securities to the proposed purchaser on terms no more favorable to that purchaser than those offered to the existing holders, provided the issuance closes within [twenty (20)] Business Days after expiration of the exercise periods (subject to a reasonable extension for required approvals). If the issuance does not close within that window, the securities must be reoffered under this Article III.

Section 3.06. Typical Founder Carveouts to Negotiate

Founders often focus less on whether a preemptive right exists than on how broad the Excluded Issuance list is. In sponsor-control deals, the most heavily negotiated carveouts are usually management equity pools, M&A consideration, debt kickers, and strategic issuances. If the Founder Group expects meaningful dilution sensitivity, counsel should tie certain carveouts to Board approval thresholds or aggregate caps.

Article IV — Transfers, ROFR, Tag-Along, and Drag-Along

Section 4.01. General Transfer Restrictions

(a) No Management Stockholder may Transfer any Class B Common Stock or related equity awards prior to a Qualified IPO without Board consent, except for a Permitted Transfer, a Drag-Along Sale, a public offering, or as expressly permitted under the incentive plan or award agreement.

(b) No Management Stockholder may Transfer other Shares prior to the [__] anniversary of this Agreement without Board consent, except for a Permitted Transfer, a Drag-Along Sale, a public offering, or a sale made in compliance with the tag-along provisions of this Agreement.

(c) The Investor may Transfer Shares only pursuant to a Permitted Transfer, public offering, or in compliance with the transfer mechanics of this Article IV.

(d) No Transfer shall be made if it would violate applicable securities laws, trigger investment company status, produce ERISA plan-asset problems, or otherwise materially impair the Company’s regulatory posture.

Section 4.02. Permitted Transfers

(a) The Investor may Transfer Shares to any Affiliate, affiliated fund, continuation vehicle, or in-kind distribution recipient that executes a joinder.

(b) A Management Stockholder may Transfer Shares to a spouse, lineal descendants, estate-planning trusts, family entities, or by will or intestacy, in each case subject to a joinder and continued compliance with this Agreement.

Section 4.03. Right of First Refusal

Before any Management Stockholder may accept a bona fide third-party offer to sell Shares (other than in a Permitted Transfer, tag-along participation, or Drag-Along Sale), the offered Shares must first be offered to the Company and then to the Investor and the other eligible holders on a class-by-class basis.

The ROFR notice must identify the buyer, the number and class of Shares, the cash price per share, and the proposed closing date. The Company shall have an initial option period of [twenty (20)] Business Days. If the Company does not take all offered Shares, the eligible holders shall have a secondary option period of [ten (10)] Business Days to purchase their pro rata portions, followed by a brief over-allotment period for any fully exercising holders.

If the Company and the eligible holders do not purchase all of the offered Shares, the seller may complete the sale to the third-party buyer on terms no more favorable than those set forth in the ROFR notice within the specified outside closing window.

Section 4.04. Tag-Along Rights

If the Investor or any other covered selling holder proposes to Transfer Shares to a Third-Party Buyer in a transaction that is not a Drag-Along Sale, each Tag-Along Holder shall have the right to participate pro rata in that sale with respect to the same class or series of Shares, on the same per-share economics and on materially identical terms.

The tag notice shall describe the buyer, the amount and type of consideration, the number and class of Shares to be sold, and the proposed closing. Electing holders shall have [ten (10)] Business Days to opt in. The purchase agreement representations, covenants, escrows, and indemnities for electing holders shall be limited to title, authority, enforceability, and other holder-specific matters, with enterprise-level indemnity exposure allocated severally and pro rata by proceeds.

Optional language may allow fully electing tag holders to absorb any unclaimed tag-along capacity that other holders do not use. If omitted, the selling holder typically keeps that unused capacity.

Section 4.05. Drag-Along Rights

If the Investor or another designated dragging holder owning at least [a majority of the voting equity or Class A Common Stock] approves a Change of Control, each other Stockholder shall sell, vote, consent, waive appraisal rights, and otherwise cooperate so that the transaction can close on the terms described in the drag notice, subject to the protections in this Section 4.05.

Those protections shall include the following: (a) each holder receives the same form and amount of consideration per share for the same class or series, subject to liquidation preferences and charter economics; (b) if any holder is given an election as to consideration, the same election is offered to all similarly situated holders; (c) holder-level representations and indemnities are limited to title, authority, enforceability, and other seller-specific matters, while enterprise-level exposure is allocated severally and pro rata by proceeds; and (d) if the transaction includes equity consideration offered under a private placement framework, the Company may require non-accredited holders to appoint a purchaser representative if necessary for securities-law compliance.

If the sale is structured as an asset sale, merger, recapitalization, or similar transaction requiring stockholder approval, each Drag-Along Holder shall vote in favor of the transaction and waive any dissenters’ or appraisal rights to the fullest extent permitted by law.

Section 4.06. Joinders, Legends, and Void Transfers

No Transfer other than a public sale or Drag-Along Sale shall be effective unless the transferee executes a joinder. The Company may place customary legends on certificated or uncertificated securities referencing this Agreement, the Securities Act, and any other transfer restrictions. Any purported Transfer in violation of this Article IV shall be null and void and shall not be recorded on the Company’s books.

Article V — Covenants, Information Rights, and Sponsor Activity

Section 5.01. Other Business Activities and Corporate Opportunities

The parties acknowledge that the Investor and its Affiliates may invest in, advise, finance, or otherwise participate in businesses that compete with the Company or present overlapping opportunities. To the fullest extent permitted by Delaware law, including DGCL § 122(17) and DGCL § 122(18), the Company renounces any interest or expectancy in such opportunities unless expressly presented to the Company for its pursuit and accepted by the Board. Any transaction between the Company and an Investor Affiliate shall be on terms no less favorable to the Company than would be available in a comparable arm’s-length transaction.

Section 5.02. Financial Reporting and Budget Delivery

The Company shall deliver to each holder owning at least [5%] of the Class A Common Stock or Preferred Stock on a fully diluted basis (or such lower threshold as the Board may approve):

• audited annual financial statements within [120] days after fiscal year-end;
• unaudited quarterly financial statements within [45] days after each fiscal quarter;
• unaudited monthly financial statements within [30] days after each month-end, if the Company customarily produces them;
• the annual business plan and operating budget not later than [30] days before or after the start of the fiscal year, together with material revisions; and
• significant audit reports or management letters promptly after receipt.

Section 5.03. Inspection Rights

[Optional.] Upon reasonable notice, each qualified information-right holder and its Representatives may inspect the Company’s books and records, speak with senior management, and visit the Company’s facilities during normal business hours, subject to privilege, confidentiality, and competitive-sensitivity protections.

Section 5.04. Confidentiality; Separate Award Documents

Each Stockholder shall keep Company nonpublic information confidential except as required by law, financing obligations, or customary investor reporting requirements, and except that the Investor may share such information with its Affiliates, limited partners, financing sources, prospective transferees, and professional advisors under customary confidentiality expectations. Equity awards, vesting, forfeiture, repurchase rights, and restrictive covenants relating to service-based equity may be governed in separate award agreements, rollover documents, or employment arrangements, and those documents should be conformed to this Agreement.

Section 5.05. Termination

The information and governance covenants in this Article V shall terminate upon a Qualified IPO, except for confidentiality and other provisions that by their nature are intended to survive.

Article VI — Stockholder Representations and Securities Matters

Section 6.01. Authority and Enforceability

Each Stockholder severally represents and warrants to the Company and the other parties that it has the power and authority to enter into this Agreement, this Agreement constitutes a binding obligation of that Stockholder, and performance of this Agreement does not violate that Stockholder’s organizational documents, other binding agreements, or applicable law.

Section 6.02. No Other Voting or Transfer Arrangements

Except for this Agreement and any expressly permitted related agreement, no Stockholder has entered into another agreement with respect to the voting or Transfer of its Shares that would conflict with this Agreement.

Section 6.03. Securities Law Acknowledgments

Each Stockholder acknowledges that the Shares have not been registered under the Securities Act and may not be offered, sold, pledged, or otherwise transferred except pursuant to registration or an available exemption. The parties intend that private issuances and secondary transfers be effected in a manner consistent with applicable exemptions, including private placement principles described by the SEC in connection with Rule 506(b), Section 4(a)(2), and related resale guidance under Rule 144.

Article VII — Miscellaneous

Section 7.01. Notices

Notices under this Agreement shall be in writing and delivered by personal delivery, recognized overnight courier, or email PDF transmission to the addresses set forth on Schedule A or in later notice updates.

Section 7.02. Further Assurances

Each party shall execute and deliver such additional documents and take such further action as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby.

Section 7.03. Amendments; Waivers

This Agreement may be amended only by a written instrument signed by the Company, the Investor, and holders of at least [a majority of the Class A Common Stock held by Management Stockholders]; provided that any amendment materially and adversely affecting a class of holders in a disproportionate manner shall also require approval of the affected class.

Section 7.04. Delaware Law Coordination; No Charter Incorporation by Reference

This Agreement is intended to operate as a private contract among the parties. It shall not be deemed incorporated by reference into the certificate of incorporation except to the extent expressly required by Delaware law and properly adopted in compliance with the DGCL. If any provision of this Agreement would be more properly implemented in the certificate of incorporation, bylaws, or board resolutions, the parties shall cooperate in good faith to adopt conforming documentation. Counsel should pay particular attention to Delaware statutory coordination and the separate public-filing nature of charter provisions, including the concerns addressed in Seavitt v. N-Able.

Section 7.05. Specific Performance

The parties agree that breaches of this Agreement may cause irreparable harm and that, in addition to any other remedies, each party shall be entitled to specific performance, injunctive relief, and other equitable remedies without the need to prove actual damages.

Section 7.06. Governing Law; Forum; Jury Waiver

This Agreement shall be governed by Delaware law. The Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another state or federal court located in Delaware) shall be the exclusive forum for disputes arising out of or relating to this Agreement, and each party waives trial by jury to the fullest extent permitted by law.

Section 7.07. Successors, Assigns, Counterparts, and Electronic Signatures

This Agreement binds and benefits the parties and their permitted successors and assigns. It may be executed in counterparts, each of which shall be deemed an original, and signatures transmitted electronically shall be effective as originals.

Section 7.08. Severability and Entire Agreement

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remainder shall remain effective to the fullest extent permitted by law, and the parties shall negotiate in good faith a lawful substitute provision that most nearly preserves the original commercial intent. This Agreement, together with the related agreements expressly referenced herein, constitutes the entire agreement with respect to the subject matter hereof.

Schedules and Exhibits

Schedule A — Stockholder Information and Initial Holdings

Exhibit A — Form of Joinder

Exhibit B — Optional Spousal Consent

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