AMENDED AND RESTATED CLASS B STOCKHOLDERS AGREEMENT OF ANGEL STUDIOS, INC.
Exhibit 3.1
AMENDED AND RESTATED
OF
THIS CLASS B STOCKHOLDERS
AGREEMENT (the
“Agreement”), effective
as of August 18, 2021 (the “Effective
Date”),
among ANGEL STUDIOS,
INC., a Delaware
corporation (the “Company”),
and all holders of the Company’s Class B Common Stock (solely
in respect of such Person’s ownership of Class B Common Stock
individually, a “Class B
Stockholder” and,
collectively, the “Class B
Stockholders”) provides
as follows:
WHEREAS, in
connection with the offering of the Company’s Class B
nonvoting common stock, $0.001 par value per share (the
“Class B Common
Stock”), pursuant to Tier
2 of Regulation A under the Securities Act of 1933, as amended (the
“Offering”),
each investor in the Company’s Class B Common Stock is
required to become a party to this Agreement under the terms of the
Offering.
WHEREAS, each
of the Class B Stockholders is presently the legal or beneficial
owner of certain issued and outstanding shares of the Company's
Class B Common Stock. Such issued and outstanding shares of Class B
Common Stock, together with any other shares of Class B Common
Stock now owned or hereafter acquired by any Class B Stockholder,
and all other securities of the Company or any other entity which
may be issued in exchange for or in respect of the Class B Common
Stock, (whether by way of subscription, stock split, stock
dividend, combination, reclassification, reorganization, merger,
share exchange or any other means), now owned or hereafter acquired
by any Person, shall be subject to and governed by this Agreement
and are hereinafter referred to collectively as
“Shares,”
it being understood that “Shares” shall not include any
shares of any other class of stock issued by the Company, including
any of such shares held by a Class B
Stockholder;
WHEREAS, the
Class B Stockholders wish to provide for continuity of ownership
and management of the Company, which will inure to the benefit of
the Company and each Class B Stockholder and constitutes good and
valuable consideration for the obligations of the Company and each
Class B Stockholder hereunder, and to otherwise promote their
mutual best interests, all in accordance with the terms of this
Agreement;
WHEREAS, certain of the Company’s stockholders (the
“Existing
Stockholders”) hold
shares of Class B Common Stock and are party to that certain
Stockholders Agreement, dated as of October 19, 2016, by and among
the Company and such Existing Stockholders (the
“Prior
Agreement”);
WHEREAS, the Prior Agreement may be modified or amended,
and any provision of the Prior Agreement may be waived, only by an
instrument in writing signed by Stockholders (as defined in the
Prior Agreement) holding greater than fifty percent (50%) of the
Shares (as defined in the Prior Agreement) issued and outstanding,
on a Fully Diluted Basis (as defined in the Prior Agreement), as of
the effective date of the waiver, modification or amendment;
and
WHEREAS, the Existing Stockholders as holders of greater
than fifty percent (50%) of the Shares (as defined in the Prior
Agreement) issued and outstanding, on a Fully Diluted Basis (as
defined in the Prior Agreement) desire to amend and restate the
Prior Agreement and to accept the rights created pursuant hereto in
lieu of the rights granted to them under the Prior
Agreement.
NOW,
THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are
acknowledged, the parties hereby agree that the Prior Agreement
shall be amended and replaced in its entirety by this Agreement,
and the parties hereto further agree as
follows:
(1) Certain
Definitions. As used herein, all terms defined above shall have
the meanings specified. In addition, as used herein, the
capitalized terms listed below shall have the respective meanings
set forth below. The singular of any such term shall also be deemed
to include the plural, to the extent the context so
permits:
(a) “Affiliate” shall
mean any Person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the Person specified. The term “control”
(including the terms “controlling,” “controlled
by” and “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether
through the ownership of at least 50% of the voting securities, by
contract, or otherwise.
(b) “Immediate
Family” shall have
the meaning set forth in Section 4(b).
(c) “Initial
Public Offering” means the first underwritten public
offering of any class of the Company’s common stock on Form
S-1 or equivalent forms resulting in net proceeds to the Company of
not less than $10 million, and as a result of which such class of
the Company’s common stock is quoted on the Nasdaq National
Market System or over-the-counter market or listed on a national
securities exchange.
(d) “Person” shall
mean and include an individual, proprietorship, trust, estate,
partnership, joint venture, association, limited liability company,
corporation or other entity.
(2) Restrictions on
Transfer. No Class B
Stockholder shall sell, dispose of or otherwise transfer
(voluntarily or involuntarily), pledge, encumber, mortgage, gift or
bequeath (each, a “Transfer”)
any portion of such Class B Stockholder’s Shares, directly or
indirectly, except in accordance with and in the manner provided
for in this Agreement. A Transfer shall not include the acquisition
of Shares by exercise, exchange or conversion of options, warrants
or other securities convertible or exchanged thereinto. Any
Transfer or attempted Transfer of Shares in violation of or without
full compliance with this Agreement shall be
absolutely void
ab initio and without
legal effect. Each Class B Stockholder acknowledges the
reasonableness of the restrictions on Transfer imposed by this
Agreement in view of the purposes and objectives of this Agreement
and the relationship of the parties.
(3) Right of First
Refusal. Except as
provided in Section 4:
(a) General;
Purchase by Company. A
Class B Stockholder or a group (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the
“1934
Act”)) of Class B
Stockholders (individually or collectively as such a group, the
“Transferring
Stockholder”) may
Transfer all or any portion of his or their Shares which the
Transferring Stockholder may from time to time hold (the
“Offered
Shares”) to one or more
third parties (the “Transferee”) only if
the Transferring Stockholder first gives the Company the right of
first refusal as hereinafter provided to purchase the Offered
Shares at the price and on terms offered by such Transferee and
only during the period hereinafter set forth. Such right of first
refusal shall be set forth in a written notice containing the
material terms and conditions of the proposed Transfer to the
Transferee, and the identity of the Transferee (the
“Offer
Notice”) with a copy of
the offer by the Transferee attached thereto, which notice shall be
delivered to the Company. Upon request of the Company, the
Transferring Stockholder shall provide such other information as
reasonably required to establish the bona fide nature of the proposed Transfer. The Company shall
have the option for a period of thirty (30) days after its receipt
of the Offer Notice (the “Option
Period”) to purchase,
upon the terms and conditions contained in the Offer Notice, all or
any portion of the Offered Shares, by delivering written notice
thereof (the “Acceptance
Notice”) to the
Transferring Stockholder prior to the expiration of the Option
Period. If the Company elects to purchase all or any portion of the
Offered Shares, settlement shall be held at the principal office of
the Company or at such other mutually agreeable location within
thirty (30) days after Transferring Stockholder’s receipt of
the Acceptance Notice. If the Transferring Stockholder or an
Affiliate of the Transferring Stockholder is a Director, such
Person shall not vote or otherwise participate in the Board of
Directors’ determination of whether to purchase the Offered
Shares.
(b) Assignment
by Company. If the Company
elects not to exercise its right of first refusal and purchase all
of the Offered Shares, or if the Company elects to purchase only a
portion of the Offered Shares, the Company may, in its sole
discretion, assign its right of first refusal to any Person or
group of Persons (the “Assignee”)
by delivering written notice thereof (the
“Assignment
Notice”) to the
Transferring Stockholder prior to the expiration of the Option
Period. Upon delivery of the Assignment Notice by the Company to
the Transferring Stockholder, the Assignee shall assume all of the
rights and obligations of the Company pursuant to Sections 3(a) and
3(b) as if the Assignee were the Company; provided, however, that
(i) the Assignee’s Option Period shall be deemed to have
commenced on the date of delivery of the Assignment Notice, (ii) if
the Company elected to purchase only a portion of the Offered
Shares, the Assignee’s right of first refusal will apply only
to the portion of Offered Shares the Company elected not to
purchase, and (iii) the Assignee shall not have the option to
assign its right of first refusal.
(c) Non-Cash
or Cash-Equivalent Offers. If the forms of consideration (other than
cash or cash-equivalents) offered by the Transferee are such that
the Company cannot, despite reasonable efforts, furnish the same
form of consideration, then the Company may purchase the Offered
Shares for substitute consideration in a cash amount determined by
agreement of such parties or by an appraisal of the value of such
consideration by an appraiser to be mutually agreed upon. For all
purposes of this Agreement, any appraiser called for by this
Agreement must be disinterested and experienced in valuing the
types of assets which are the subject of the appraisal. If the
Company and the Transferring Stockholder are unable to agree on an
appraiser, then the Company and the Transferring Stockholder shall
each choose an appraiser and the two appraisers so chosen shall
choose a third appraiser. Each of the appraisers shall determine a
value of the consideration and the average of the two values that
are closest to one another shall be the value of the consideration
to be paid by the Company. The single appraiser or the three
appraisers shall render their determination of value within fifteen
(15) days of their appointment. The value of the consideration so
determined, if delivered in good faith, is final and shall be
binding on the parties. If the parties agree on an appraiser, the
cost of appraisal shall be divided between them equally. If three
appraisers are chosen, the Company and the Transferring Stockholder
shall pay the costs of the appraiser each has chosen and one-half
of the costs of the third appraiser. The running of all time
periods provided herein shall be tolled until such appraisal is
completed and delivered to the Company and the Transferring
Stockholder.
(d) Sale
to Third Party. In the
event the Company does not exercise or assign (or the Assignee does
not exercise, during the applicable period) its right of first
refusal to purchase the Offered Shares or does not purchase the
full amount of the Offered Shares within the Offer Period, such
shares or portion of such shares, as applicable, may be sold to the
Transferee, provided that:
(i) Such
sale shall be at a price and upon terms no less favorable to the
Transferring Stockholder than those contained in the Offer
Notice;
(ii) Such
sale shall be closed within one hundred eighty (180) days after the
postmark or delivery date of the Offer Notice; otherwise, the
Transferring Stockholder may not subsequently sell, dispose of or
otherwise Transfer the Offered Shares without again complying with
the provisions of this Section 3 in full;
(iii) The
Transferring Stockholder shall make available an opinion of counsel
reasonably acceptable to the Company evidencing the availability of
an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “1933 Act”) and applicable
state securities laws for the Transfer; and
(iv) The
Transferee(s) shall execute an Instrument of Joinder in the Form
of Exhibit
A hereto.
(e) Multiple
Kinds of Shares. For the
purpose of this Section 3 and Section 4 below, inasmuch as Shares
may consist of securities, options, convertible instruments,
warrants and rights, (i) all Shares shall be deemed exercised or
converted into shares of common stock and (ii) any unpaid
conversion or exercise price shall be treated as a deduction to any
amount due the holder of such Shares.
(4) Permitted
Transfers.
(a) Application. The
provisions of Sections 2 and 3 hereof shall not apply to the
transactions described in this Section 4 (referred to collectively
herein as “Permitted
Transfers”); provided,
however, that (i) the Transferring Stockholder shall notify the
Company in writing of such Permitted Transfer prior to effecting
it, and (ii) prior to effecting a Permitted Transfer the
Transferring Stockholder shall require each Transferee to comply
with the requirements of Section 3(d)(iv).
(b) Transfers
to Family Members. Subject
to the provisions of Section 7, any Class B Stockholder who is an
individual may Transfer, by lifetime sale, gift, bequest at death
under the Class B Stockholder's last will and testament or any
other means, and upon any terms dictated by such Class B
Stockholder, all or any portion of his Shares to (i) a member of'
such Class B Stockholder's Immediate Family (as defined below),
(ii) any trust the sole beneficiaries of which are members of such
Class B Stockholder's Immediate Family or (iii) any entity the sole
owners of which are the Class B Stockholder and/or members of such
Class B Stockholder's Immediate Family; provided, however, that no
such Transfers shall be made pursuant to any divorce or separation
proceeding or settlement. A Transfer proposed to be made pursuant
to a divorce or separation proceeding or settlement shall be
subject to Sections 3(a) through (d). “Immediate
Family” as used herein
shall mean spouse, lineal descendant, father, mother, brother or
sister of the Transferring Stockholder, including
“in-laws” and adopted children. In the case of the
death of a Class B Stockholder exercising his rights under this
Section 4, the personal representative of such Class B Stockholder
shall be authorized to exercise, on behalf of such Class B
Stockholder, such Class B Stockholder's right to make a Transfer
described in the first sentence of this Section 4(b), provided that
such personal representative delivers to the Company written
notice, within thirty (30) days after the date of such Class B
Stockholder's death or the qualification of such personal
representative if later, of its intent to Transfer such Class B
Stockholder's Shares pursuant to this Section 4(b), which notice
shall identify the Transferee or Transferees of such Shares and
whether or not the Transfer is effected pursuant to the terms of
such Class B Stockholder's will or a trust or by virtue of
intestate succession. Any Class B Stockholder or his personal
representative effecting a Transfer of Shares hereunder shall
provide the Company with written notice of such
Transfer.
(c) Transfers
to Affiliates. Subject to
the provisions of Section 7, any Class B Stockholder which is not
an individual (an “Entity
Stockholder”) may
Transfer by any means, and upon any terms dictated by such Entity
Stockholder, all or any portion of its Shares to one or more
Affiliates (as defined below) of such Entity Stockholder. Any
Entity Stockholder effecting a Transfer of Shares hereunder shall
deliver to the Company and the other Class B Stockholders written
notice of such Transfer. Solely for the purpose of this Section
4(c), Affiliate shall mean any “Affiliate” as defined
generally for purposes of this Agreement, or any other beneficial
owner of such Entity Stockholder.
(d) Repurchase
of Securities. Any sales
of Shares to the Company pursuant to the exercise by the Company of
any rights of repurchase of Stock hereunder or under any restricted
stock or securities purchase agreement shall constitute a Permitted
Transfer.
(e) Board
Approved Transfers. Any
Transfer that is approved by the Board of Directors of the Company
and designated as a “Permitted Transfer” in such
approval shall constitute a Permitted Transfer.
(f) Transfers
to Existing Class B Stockholders. Subject to the provisions of Section 7, any
Class B Stockholder may Transfer all or any portion of its Shares
to a Transferee who is a Class B Stockholder and who, at the time
of such Transfer, already holds Shares.
(5) Market
Lock-Up. Each Class B
Stockholder agrees that, regardless of whether any of the Shares
are requested or permitted to be included in the first registered
underwritten offering under the 1933 Act of the Company's
securities, upon the written request of the underwriters managing
such offering, the Class B Stockholder will not offer, sell, make
any short sale of, loan, grant any option for purchase of or
otherwise dispose of any Shares not included in such registered
public offering without the prior written consent of the Company or
such underwriters, as the case may be, from the date of receipt of
such request until such date (not to exceed 180 days after the
effective date of the registration statement for such registered
public offering) as the underwriters may specify. This Section 5
shall expressly survive a termination of this Agreement pursuant to
Section 9.
(6) Confidentiality.
(a) Confidential
Information. Each Class B
Stockholder agrees and acknowledges that, by reason of his
ownership of' Shares, he may have access to confidential
information of Company (and its affiliates, vendors, customers, and
others having business dealings with it) including, without
limitation, information and knowledge pertaining to intellectual
properties, sales and profit figures, customer and client lists and
information related to relationships between Company and its
affiliates, customers, vendors and others having business dealings
with it (collectively, the “Confidential
Information”). Each Class
B Stockholder acknowledges that the Confidential Information is a
valuable and unique asset of Company (and its affiliates, vendors,
customers, and others having business dealings with it) and
covenants that, both during and after the period of his ownership
of Shares, he will not disclose any Confidential Information to any
person or use any Confidential Information without the prior
written authorization of the Board of Directors of Company. The
obligation of confidentiality imposed by this Section shall not
apply to information that appears in issued patents or printed
publications, that is required by law, regulation or judicial or
governmental authorities to be disclosed, that is independently
developed or acquired by a stockholder without breach of an
obligation of confidentiality to the Company, or that otherwise
becomes generally known in the industry through no act in breach of
any obligation of confidentiality owed to the
Company.
(b) Equitable
Relief Costs. Each Class B
Stockholder acknowledges that the restrictions contained in this
Section are, in view of the nature of the business of the Company,
reasonable and necessary to protect the legitimate interests of
Company, and that any violation of any provisions of this Section
will result in irreparable injury to Company. Each Class B
Stockholder also acknowledges that the Company shall be entitled to
temporary and permanent injunctive relief, without the necessity of
proving actual damages, and to an equitable accounting of all
earnings, profits and other benefits arising from any such
violation, which rights shall be cumulative of and in addition to
any other rights or remedies to which the Company may be entitled.
In the event of such violation, the Company shall be entitled to
commence action for temporary and permanent injunctive relief and
other equitable relief in any court of competent
jurisdiction.
(7) Indemnification. Each
Class B Stockholder hereby further agrees to indemnify, defend and
to hold the Company and each other Class B Stockholder (and each of
their successors, estates, personal representatives, Transferees
and assigns) completely harmless from any cost, liability or damage
(including without limitation, liability for attorneys' fees and
other costs of enforcing this indemnity) incurred by any of them as
a result of a violation of this Agreement.
(8) Legend. All
certificates evidencing the Shares shall bear a legend
substantially in the following form (in addition to, or in
combination with, any legend required under applicable federal and
state securities laws and other agreements or Bylaw provisions
relating to the Transfer of the Company's
securities):
THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A
CLASS B STOCKHOLDERS AGREEMENT DATED AS OF [______], 2021, AS
AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY, WITH RESPECT TO VOTING AND
TRANSFERS OF SECURITIES AND CERTAIN OBLIGATIONS RELATING TO
OWNERSHIP OF SECURITIES, AND NO TRANSFER HEREOF MAY BE MADE EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT.
(9) Term. The term of this Agreement shall be from the date
hereof until the earlier to occur of (i) a closing of an Initial
Public Offering or (ii) any acquisition of substantially all the
Company's assets or all the outstanding shares of the Company's
common stock (whether by merger, exchange or otherwise) resulting
in the stockholders of the Company receiving cash or cash
equivalents or securities listed on the NASDAQ National Market
System or over-the-counter market or traded on a national exchange,
provided that such acquisition is approved by a vote of the
Company's stockholders. A Class B Stockholder who no longer holds
any Shares shall not be entitled to any further rights, nor be
subject to any further obligations, applicable to holders of shares
of Class B Common Stock under the terms of this Agreement, provided
that such Class B Stockholder has not violated this Agreement in
obtaining such status; and provided further that this Agreement
shall remain in full force and effect as to all other Class B
Stockholders.
(10) Binding Effect; Entire
Agreement; Counterparts. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their successors, heirs,
distributees, legatees, personal representatives or assigns. This
Agreement constitutes the entire agreement among the parties
respecting the subject matter hereof and supersedes all prior
agreements, discussions, negotiations and conversations regarding
such subject matter. This Agreement may be executed in two or more
counterparts, and each counterpart, when so executed and delivered,
shall constitute a complete and original agreement. So long as a
counterpart of this Agreement has been executed and delivered to
the Company by each party hereto, it shall not be necessary for all
parties hereto to have executed the same counterpart. In addition,
it shall not be necessary when making proof of this Agreement or
any counterpart hereof to produce or cancel any other counter
parts.
(11) Further
Assurances. The parties
agree to take whatever actions and to execute and deliver any
further documents or instruments that are reasonably necessary or
desirable, or that may be reasonably requested by a party from time
to time, to effectuate the terms of this
Agreement.
(12) Waiver, Modification or
Amendment. This Agreement
shall be subject to modification or amendment, and any provision of
this Agreement may be waived only by an instrument in writing
signed by the Company (upon duly authorized action of its Board of
Directors) and the Class B Stockholders (upon the express written
consent of the Class B Stockholders party to this Agreement
collectively holding greater than fifty percent (50%) of the Shares
as of the effective date of the waiver, modification or amendment;
provided, however, that (a) this Agreement may be amended solely
for the purpose of adding as a party any person to whom Shares may
be issued after the Effective Date without the consent of any
stockholder, which amendment shall be effected by the execution of
an Instrument of Joinder in the form attached
as Exhibit
A, and (b) this Agreement or
any provision herein may be waived by the Company, on behalf of the
Company, in a writing signed by the Company.
(13) Governing
Law; Venue; Waiver of Jury Trial.
(a) This
Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Delaware, without
reference to the choice of law principles thereof.
(b) THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF UTAH LOCATED
IN THE CITY OF PROVO, UTAH AND OF THE UNITED STATES LOCATED IN THE
CITY OF SALT LAKE, UTAH IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND AGREE NOT TO COMMENCE ANY
SUIT, ACTION OR PROCEEDING RELATING THERETO EXCEPT IN SUCH
COURTS.
(c) EACH
CLASS B STOCKHOLDER WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THIS
AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND
VOLUNTARILY MADE BY EACH CLASS B STOCKHOLDER, AND EACH CLASS B
STOCKHOLDER ACKNOWLEDGES THAT EXCEPT FOR THE COMPANY’S
AGREEMENT TO LIKEWISE WAIVE ITS RIGHTS TO A TRIAL BY JURY, NEITHER
THE COMPANY NOR ANY PERSON ACTING ON BEHALF OF THE COMPANY HAS MADE
ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH
CLASS B STOCKHOLDER FURTHER ACKNOWLEDGES THAT HE HAS BEEN
REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE
SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL, SELECTED OF HIS OWN FREE WILL, AND THAT
HE HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL. EACH CLASS B STOCKHOLDER FURTHER ACKNOWLEDGES
THAT HE HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF
THIS WAIVER PROVISION AND AS EVIDENCE OF THIS FACT SIGNS THIS
AGREEMENT BELOW.
(14) Notices. All
notices or other communication to any of the parties hereto
pursuant to this Agreement shall be deemed to have been duly given
or made if in writing and delivered by reputable overnight courier
or certified or registered mail, return receipt requested,
addressed to the parties at the addresses provided below unless
otherwise provided herein or, to such other address as any of the
parties may designate by written notice to the others. Notice shall
be deemed to have been given one business day after delivery to a
reputable overnight courier service for delivery the next day, or
three business days after delivery to the U.S. Postal Service for
delivery by certified or registered mail.
(15) Legal
Counsel. This Agreement
has been prepared by the Company’s legal counsel, with the
consent and direction of the Class B Stockholders. Each Class B
Stockholder has reviewed the contents of this Agreement and fully
understands its terms. Each Class B Stockholder acknowledges that
he is fully aware of his right to the advice of counsel independent
from that of the Company’s counsel, that the Company has
advised him of such right and disclosed to him the risks in not
seeking such independent advice, and that he understands the
potentially adverse interests of the parties with respect to this
Agreement. Each Class B Stockholder further acknowledges that no
representations have been made with respect to the income or estate
tax or other consequences of this Agreement to him and that he has
been advised of the importance of seeking independent advice of
counsel with respect to such consequences.
(16) Future Share
Issuances. The Company
shall not, at any time during the term of this Agreement, issue any
Shares or rights to acquire Shares without requiring that the
holder thereof become a party to this Agreement, and no purported
issuance in violation of this Section shall be valid or recognized
by the Company.
(17) Interpretation;
Captions. All pronouns
contained herein shall be deemed to include the feminine, masculine
and neuter, singular or plural, as the identity of the parties
hereto may require. The captions are inserted for convenience of
reference only and shall not affect the construction of this
Agreement.
[Remainder of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, this Agreement has been executed by the
undersigned as of the Effective Date.
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇
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Its:
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Chief Executive Officer
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Date:
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August 18, 2021
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Address:
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▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT A
INSTRUMENT OF JOINDER
The
undersigned,________________________, in order to become the owner
of________________________ shares of the Class B Common Stock of
ANGEL STUDIOS, INC., a Delaware corporation (the
“Company”), hereby agrees to become a party to and to
be bound by all terms and conditions of that certain Stockholders
Agreement, having an effective date of [_______], 2021, as the same
may have been previously and may hereafter be amended from time to
time, and for all purposes thereunder, shall hereafter be deemed a
“Stockholder.” This Instrument of Joinder shall take
effect and shall become a part of said Stockholders Agreement
immediately upon execution by the undersigned and on behalf of the
Company.
Executed
as of the date set forth below under the laws of the State of
Delaware.
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[NAME]
By: ___________________________
Name: ______________________
Title: ______________________
Address for Notice Purposes:
___________________________
___________________________
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Date:
ACCEPTED:
By:____________________
Name: __________________
Its: ____________________
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