Exhibit
10.8


 


SHAREHOLDERS
AGREEMENT


 


This SHAREHOLDERS AGREEMENT (this “Agreement”),
dated as of June 12, 2006 is made by and among Cellu Parent Corporation, a
Delaware corporation, and each of the Securityholders.


 


RECITALS


 


The parties hereto desire to provide for certain
transfer restrictions, call rights, rights of co-sale, drag-along rights,
rights of first offer on sales of certain securities by the Company, as well as
certain other matters, all according to the terms of this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, the parties to this Agreement,
intending to be legally bound hereby, agree as follows:


 


1.                                     Certain
Definitions.


 


As used in this Agreement, the following terms shall
have the following respective meanings:


 


(a)                                  “Affiliate”
shall mean, with respect to a specified Person, any other Person, directly or
indirectly, controlling, controlled by or under common control with such
specified Person.  For purposes of this
definition, the term “control,” including the terms “controlling,” “controlled
by” and “under common control,” shall mean the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a Person, whether through ownership of voting securities, by contract or
otherwise.


 


(b)                                 “Board”
shall mean the board of directors of the Company.


 


(c)                                  “Cause”
with respect to any Other Shareholder, shall have the meaning set forth in the
employment agreement then in effect, if any, between such holder and the
Company or its Subsidiaries or if there is no such meaning in such employment
agreement or there is no such employment agreement then in effect, shall mean,
the following events or conditions: (i) the  repeated and willful refusal or failure
(other than during periods of illness, disability or vacation) to perform the
duties of the Other Shareholder set forth in the Other Shareholder’s respective
employment agreement with the Company or under any lawful directive of the
Board (consistent with the terms of the applicable employment agreement), (ii) the
Other Shareholder’s willful misconduct or gross neglect in the performance of
the duties set forth in the Other Shareholder’s respective employment agreement
which in either case is materially injurious to the Company, monetarily or
otherwise, (iii) the willful material breach of the employment agreement,
(iv) the commission of fraud, embezzlement, theft or other dishonesty by
the Other Shareholder, (v) the conviction of the Other Shareholder of, or
plea by such of nolo contendere to, any felony or any other crime involving
dishonesty or moral turpitude, and (vi) any other conduct that involves a
breach of fiduciary obligation on the part of the Other Shareholder or
otherwise could reasonably be expected to have a material adverse effect upon
the business, interests or reputation of the Company or any of its Affiliates.


 

















 


(d)                                 “Cellu
Paper” shall mean Cellu Paper Holdings, Inc., a Delaware corporation
and a direct, wholly-owned Subsidiary of the Company.


 


(e)                                  “Cellu
Tissue” shall mean Cellu Tissue Holdings, Inc., a Delaware corporation
and an indirect, wholly-owned Subsidiary of the Company.


 


(f)                                    “Change
of Control” shall mean (i) a sale of all or substantially all of the
assets of the Company, Cellu Paper or Cellu Tissue to a Person in which the
Shareholders of the Company immediately prior to such transaction do not,
directly or indirectly, own securities representing more than 50% of the voting
power of the Person acquiring such assets immediately following the
transaction, (ii) a sale of Shares by the Company or the Shareholders
resulting in more than 50% of the voting power of the Company being held,
directly or indirectly, by a Person other than the Shareholders immediately
prior to such sale, (iii) a sale by the Company of the equity securities of
Cellu Paper or Cellu Tissue resulting in more than 50% of the voting power of
Cellu Paper or Cellu Tissue (as the case may be) being held directly or
indirectly by a Person other than the Company or the Shareholders immediately
prior to such sale, or (iv) a merger or consolidation of the Company,
Cellu Paper or Cellu Tissue with or into another Person, if and only if, after
such merger or consolidation, more than 50% of the voting power of the Company,
Cellu Paper or Cellu Tissue (as the case may be) is directly or indirectly
owned by a Person other than the Company or the Shareholders immediately prior
to such merger or consolidation.


 


(g)                                 “Common
Stock” shall mean the Common Stock, par value $0.001, of the Company.


 


(h)                                 “Company”
shall mean Cellu Parent Corporation, a Delaware corporation, and its successors
and permitted assigns.


 


(i)                                     “Convertible
Securities” shall mean (i) any debt or equity securities of the
Company (including but not limited to Preferred Stock) that are convertible
into or exchangeable, directly or indirectly, for Common Stock and
(ii) any rights, warrants or options to subscribe for or purchase,
directly or indirectly, Common Stock or any securities described in clause (i).


 


(j)                                     “Cost”
shall mean, for any security, the original price paid to the issuer for such
security, as appropriately adjusted for any events referenced in
Section 16 after that date of such issuance (it being acknowledged and
agreed that the Cost of any Shares issued pursuant to any Rollover Agreement
shall be the value of such Shares under such Rollover Agreement as of the date
of issuance thereof).


 


(k)                                  “Drag-Along
Percentage” shall mean a fraction, the numerator of which is the aggregate
number of Equivalent Shares that are to be Transferred by the WP Parties in a
Drag-Along Sale, and the denominator of which is the aggregate number of
Equivalent Shares owned at such time by the WP Parties.


 


(l)                                     “Earn-Out
Warrant” shall mean the Series A Convertible Preferred Stock Purchase
Warrant issued by the Company to the WP Party on or about the date of this
Agreement.


 


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(m)                               “Equivalent
Shares” shall mean, at any date of determination, (a) as to any
outstanding shares of Common Stock, such number of shares of Common Stock, but
excluding any Shares of Restricted Stock that are not then vested or will not
become vested on or prior to, or by reason of, the transaction or circumstance
in connection with which the number of Equivalent Shares is to be determined, plus
(b) as to any outstanding Convertible Securities, the maximum number of
shares of Common Stock issuable upon exercise, conversion or exchange of the
vested portion of such Convertible Securities (including for purposes of
determining the vested portion of such Convertible Securities any amounts that
will become vested on or prior to, or by reason of, the transaction or
circumstance in connection with which the number of Equivalent Shares is to be
determined),.


 


(n)                                 “Fair
Market Value” shall mean, as of any date, as to any Share, the Board’s good
faith determination of the fair value of such Share as of the applicable
reference date.


 


(o)                                 “Good
Reason” with respect to any Other Shareholder, shall have the meaning, if
any, set forth in the employment agreement then in effect, if any, between such
holder and the Company or its subsidiaries.


 


(p)                                 “HSR
Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1986,
as amended.


 


(q)                                 “New
Securities” shall mean any Common Stock or Convertible Securities, whether
now authorized or not; provided, however, that “New Securities”
shall not include: (i) securities issued as consideration for the
acquisition of any assets, securities or business entity by the Company,
whether by merger, purchase of assets or capital stock of such entity,
reorganization or otherwise, provided such acquisition is approved by
the Board, (ii) securities issued to employees, officers and directors of,
and consultants and advisors to, the Company, pursuant to any arrangement
approved by the Board (including but not limited to Common Stock issued to any
Other Shareholder pursuant to a Stock Option Agreement and Restricted Stock
issued pursuant to any Restricted Stock Agreement), (iii) securities
issued to any bank, subordinated debt lender, equipment lessor, landlord or
other similar financial institution or creditor if and to the extent that the
transaction in which such issuance is to be made is approved by the Board,
(iv) securities issued pursuant to any rights or agreements, including,
without limitation, securities issued upon exercise, conversion or exchange of
any Convertible Securities, provided that the Company shall have
complied, to the extent required, with the rights established by Section 7
with respect to the initial sale or grant by the Company of such rights or
agreements, including, without limitation, Convertible Securities,
(v) securities issued upon the exercise, conversion or exchange of any
Convertible Securities outstanding on the date hereof (including but not
limited to the Earn-Out Warrant), (vi) securities issued in connection
with any stock split, stock combination, stock dividend, distribution or
recapitalization by the Company, (vii) Common Stock issued in a Qualified
IPO, or (viii) securities issued to any strategic vendor or partner in a
transaction approved by the Board in which there is a substantial commercial
aspect to the transaction.


 


(r)                                    “Other
Stock” shall mean, with respect to an Other Shareholder, all Shares held
beneficially or of record, directly or indirectly, by such Other Shareholder.


 


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(s)                                  “Other
Shareholders” shall mean the Securityholders set forth on Exhibit A
to this Agreement, other than the WP Parties, and any Person (other than the
Company or the WP Parties) to whom any such Securityholder Transfers Shares in
accordance with this Agreement and, as a result, such Person is required by
this Agreement to become a party hereto.


 


(t)                                    “Permitted
Transfer” shall mean a Transfer by an Other Shareholder of shares of Other
Stock made (i) to the Company or the WP Parties, or (ii) if such
Other Shareholder is an individual, (A) by way of gratuitous donation to
any trust exclusively for the benefit of such Other Shareholder or such Other
Shareholder’s spouse, direct descendants (including legally adopted children)
or direct ascendants or (B) by way of bequest or inheritance upon the
death of such Other Shareholder to his or her executors, administrators,
testamentary trustees, legatees or beneficiaries; provided, however,
that, in the event of any Transfer made pursuant to one of the exemptions
provided by clause (ii) above, (1) the Other Shareholder making such
Transfer pursuant to clause (ii)(A) above shall notify the Company and the
WP Parties of such Transfer at least 15 days prior to making the Transfer (such
notice to contain a representation by the Other Shareholder to the Company and
the WP Parties identifying all of the beneficiaries of such trust),
(2) the Other Shareholder making such Transfer pursuant to clause (ii)(A) above
shall retain all rights to vote such Transferred shares of Other Stock, grant
or withhold consents or approvals with respect to such Transferred shares of
Other Stock, and to make any and all other determinations with respect such
Transferred shares of Other Stock, and (3) the transferee, assignee or
donee shall have become a party to this Agreement in the capacity of an Other
Shareholder and Securityholder and shall have furnished the Company and the WP
Parties with an executed copy of the joinder to this Agreement in the form
attached hereto as Exhibit B, completed as specified by the
Company.


 


(u)                                 “Permitted
Transferee” shall mean a Person to whom Shares are Transferred in a
Permitted Transfer.


 


(v)                                 “Person”
shall mean any individual, partnership, limited liability company, corporation,
trust, joint venture, unincorporated organization, other legal entity,
government or agency or political subdivision thereof.


 


(w)                               “Preferred
Stock” shall mean the Preferred Stock, par value $0.001, of the Company,
including the Series A Convertible Preferred Stock.


 


(x)                                   “Qualified
IPO” means a firm commitment underwritten public offering by the Company of
shares of its Common Stock pursuant to an effective registration statement on
Form S-1, or any successor form, filed under the Securities Act, with
aggregate gross proceeds to the Company of at least $20,000,000.


 


(y)                                 “Registration
Rights Agreement” means that certain Registration Rights Agreement among
the WP Parties, the Company and certain of the Other Shareholders, dated as of
the date hereof, as from time to time in effect.


 


(z)                                   “Restricted
Stock” shall mean shares of capital stock of the Company which are
initially issued pursuant or subject to a Restricted Stock Agreement and which
remain at the relevant time of determination subject to the restrictions
therein set forth.


 


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(aa)                            “Restricted
Stock Agreement” shall mean a Restricted Stock Agreement entered into
between the Company and an employee or consultant of the Company pursuant to a
plan or arrangement approved by the Board.


 


(bb)                          “Rollover
Agreement” shall mean any one of the Rollover Agreements by and between the
Company and each of Mr. Russell Taylor, Ms. Dianne Scheu or
Mr. Steven Ziessler, each dated on or about the date hereof.


 


(cc)                            “Rule 144”
shall mean Rule 144 under the Securities Act (or any successor Rule).


 


(dd)                          “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(ee)                            “Securityholders”
shall mean the parties listed on Exhibit A to this Agreement, as
amended from time to time in accordance with the terms hereof, and any of such
parties’ permitted assigns.


 


(ff)                                “Series A
Convertible Preferred Stock” shall mean the Series A Convertible
Preferred Stock, par value $0.001, of the Company.


 


(gg)                          “Series A
Directors” shall mean the WP Designees.


 


(hh)                          “Series A
Shareholder” shall mean the WP Parties.


 


(ii)                                  “Shares”
shall mean, as of the time of determination, all outstanding shares of Common
Stock and Convertible Securities of the Company at such time.


 


(jj)                                  “Shareholders”
shall mean the parties listed on Exhibit A to this Agreement who
are holders of shares of capital stock of the Company, as amended from time to
time in accordance with the terms hereof, and any of such parties’ permitted
assigns.


 


(kk)                            “Stock
Option Agreement” shall mean a Stock Option Agreement entered into between
the Company and an employee or consultant of the Company pursuant to a plan or
arrangement approved by the Board.


 


(ll)                                  “Subsidiary”
shall mean any and all corporations, partnerships, limited liability companies
and other entities with respect to which another specified corporation or other
entity directly or indirectly owns more than 50% of (i) the securities
having the power to elect members of the board of directors or similar body
governing the affairs of such entity or (ii) the equity interests of such
entity.


 


(mm)                      “Transfer”
means, with respect to any Shares, any direct or indirect, voluntary or
involuntary, offer to sell, transfer, sale, assignment, pledge, hypothecation,
short sales, loan, grant of an option to purchase or other disposition of any
of the Shares (in each case, whether by merger, consolidation or otherwise), or
the entering of any contract or agreement to do any of the foregoing.


 


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(nn)                          “Voting Stock” shall mean shares of
outstanding capital stock of the Company that are entitled to vote for the
election of directors of the Company.


 


(oo)                          “WP Parties” shall mean Weston
Presidio V, L.P., a Delaware limited partnership, and any Person to whom a WP
Party Transfers Shares; provided such Person becomes a party to this
Agreement in the capacity of a WP Party.


 


2.                                     Transfer Restrictions.


 


(a)  Transfer
Restrictions on Other Stock.  In
addition to the other restrictions contained herein, without the written
consent of the Company and the WP Parties, which they may withhold in their
sole discretion, each Other Shareholder agrees not to Transfer any shares of
its Other Stock.  Notwithstanding the
foregoing, each Other Shareholder may Transfer any shares of its Other Stock
pursuant to (i) Permitted Transfers made in compliance with this Agreement
and (ii) Transfers permitted or required pursuant to Sections 4 or 5 of
this Agreement.  In addition, without the
consent of the Company and the WP Parties, which they may withhold in their
sole discretion, each Other Shareholder agrees not to Transfer any shares of
its Other Stock to a competitor, supplier or customer of the Company or any of
its Subsidiaries.  Any attempt to
Transfer any shares of Other Stock not in compliance with this Agreement shall
be null and void, and neither the Company nor any transfer agent shall give any
effect in the Company’s stock records to such attempted Transfer.


 


(b)  Market
Stand-off.  The Securityholders
hereby agree that, if so requested by the Company or any managing underwriter
in respect of an underwritten public offering of the Company’s securities, the
Securityholders shall not sell, make any short sale of, loan, grant any option
for the purchase of, hypothecate, hedge or otherwise dispose of any securities
of the Company (other than those included in the registration statement with
respect to such offering) during the up to 180-day period specified by the
Company or the managing underwriter(s) following the commencement of the
Company’s Qualified IPO, and during the up to 90-day period specified by the
Company or the managing underwriter(s) following the commencement of any
subsequent underwritten public offering of equity securities of the
Company.  In order to enforce the
foregoing covenants, the Company may impose stop-transfer instructions with
respect to the securities of each Securityholder.  The Securityholders agree to enter into a
separate agreement providing for the foregoing, as may be requested by the
managing underwriter(s) of any such public offering.  The foregoing provisions of this
Section 2(b) are subject in their entirety to the requests and
requirements of the managing underwriters of any underwritten public offering; provided
that such requests and requirements are applied uniformly; provided, further,
that the underwriters may have requests and requirements applicable to
executive officers, directors and senior management which are different from
their requests and requirements applicable to others.


 


(c)  Securities
Laws Compliance.  Each of the Other
Shareholders agrees and acknowledges that to the extent such Other Shareholder
is permitted pursuant to this Agreement to Transfer Other Stock, such Other Shareholder
will not Transfer any shares of Other Stock unless (i) the Transfer is
pursuant to an effective registration statement under the Securities Act, or
the rules and regulations in effect thereunder or (ii) counsel for
the Other Shareholder (which counsel shall be reasonably acceptable to the
Company) shall have furnished the Company with


 


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an opinion, satisfactory in form and
substance to the Company, that no such registration is required because of the
availability of an exemption from registration under the Securities Act and any
state securities or blue sky laws applicable to the Company or the Shares
proposed to be Transferred. 
Notwithstanding the foregoing, the Company acknowledges and agrees that
a Permitted Transfer shall be deemed to be in compliance with this
Section 2(c) and that no opinion of counsel is required in connection
therewith.


 


(d)  Legend.  Any certificate representing outstanding
Shares that are held by a party to this Agreement or otherwise subject to the
terms hereof shall bear the following legend, in addition to any other legend
required by law or otherwise:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE GOVERNED BY THE TERMS OF THAT
CERTAIN SHAREHOLDERS AGREEMENT, DATED AS OF JUNE 12, 2006 (AS IN EFFECT FROM
TIME TO TIME, THE “SHAREHOLDERS AGREEMENT”), A COPY OF WHICH IS ON FILE
AT THE OFFICES OF THE COMPANY.  ANY
ATTEMPT TO TRANSFER OR ENCUMBER ANY INTEREST IN THE SHARES REPRESENTED BY THIS
CERTIFICATE NOT IN ACCORDANCE WITH SUCH SHAREHOLDERS AGREEMENT SHALL BE NULL
AND VOID, AND NEITHER THE COMPANY NOR ANY TRANSFER AGENT OF SUCH SECURITIES
SHALL GIVE ANY EFFECT TO SUCH ATTEMPTED TRANSFER OR ENCUMBRANCE IN ITS SHARE
RECORDS.  THE HOLDER OF THIS CERTIFICATE,
BY ACCEPTANCE OF IT, AGREES TO BE BOUND BY THE TERMS OF THE SHAREHOLDERS
AGREEMENT.”


 


“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  EXCEPT AS OTHERWISE PROVIDED IN SUCH
AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OPTION, LOAN
OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION
OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF
SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER,
AND IN COMPLIANCE WITH PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.”


 


(e)  Termination
of 1933 Act Legend.  The requirement
imposed by clause (d) hereof as to the Securities Act shall cease and
terminate as to any particular Shares (a) when, in the opinion of
Ropes & Gray LLP, or other counsel reasonably acceptable to the
Company, such legend is no longer required in order to assure compliance by the
Company with the Securities Act or (b) when such Shares have been
effectively registered under the Securities Act or transferred pursuant to
Rule 144.  Wherever (x) such
requirement shall cease and terminate as to any Shares or (y) such Shares
shall be transferable under paragraph (k) of Rule 144, the holder


 


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thereof shall be entitled to receive from the
Company, without expense, new certificates not bearing the legend set forth in
clause (d) hereof as to the Securities Act.


 


3.                                       Call Rights.


 


(a)  Call
Option.  Except as the Company may
otherwise agree with any Other Shareholder with respect to such Other
Shareholder’s Shares, upon and following any termination of the employment by
the Company and its Subsidiaries of any Other Shareholder for any reason, the
Company shall have the right (the “Call Option”) to purchase for cash all
or any portion of the Shares held by such Other Shareholder or any of its
Affiliates or originally issued to such Other Shareholder or any of its
Affiliates but held by one or more their respective Permitted Transferees
(collectively, the “Stockholder Call Group”) at a per Share price equal
to the Fair Market Value of such Shares (the “Call Price”); provided,
however, that if such termination is (i) by the Company for Cause
or (ii) by an Other Shareholder who has a then effective employment
agreement with the Company or any of its Subsidiaries and who voluntarily
terminates his or her employment without Good Reason, then in each case the
Call Price shall instead be a per Share price equal to the lesser of the Cost
or the Fair Market Value of such Shares; provided, further, that,
in the event that an Other Shareholder breaches any covenant or agreement with
the Company regarding non-solicitation or non-competition, whether in an
employment agreement or otherwise (each, a “Restrictive Covenant”), the
Company shall have a Call Option to purchase for cash all or any portion of the
Shares held by such Other Shareholder’s Stockholder Call Group for a Call Price
equal to the lesser of the Cost or the Fair Market Value of such Shares.


 


(b)  Notices.  Any Call Option may be exercised by delivery
of written notice thereof (the “Call Notice”) to all members of the
applicable Stockholder Call Group not later than the 90th day after the effectiveness of the applicable
termination of employment, provided that in the case of an exercise of a Call
Option following breach of a Restrictive Covenant, such 90 day limitation shall
not apply (the “Call Option Exercise Period”).  The Call Notice shall state that the Company
has elected to exercise the Call Option, and the number and price of the Shares
with respect to which the Call Option is being exercised.


 


(c)  Closing.  The closing of any purchase and sale of
Shares pursuant to this Section 3 shall take place as soon as reasonably
practicable and in no event later than 30 days after termination of the
applicable Call Option Exercise Period at the principal office of the Company,
or at such other time and location as the parties to such purchase may mutually
determine.  At such closing, the holders
of Shares to be sold shall deliver to the Company a certificate or certificates
representing the Shares to be purchased by the Company duly endorsed, or with
stock (or equivalent) powers duly endorsed, for transfer with signature
guaranteed, free and clear of any lien or encumbrance, with any necessary stock
(or equivalent) transfer tax stamps affixed, and the Company shall pay to such
holder, by certified or bank check or wire transfer of immediately available
federal funds, the purchase price of the Shares being purchased by the Company.  The delivery of a certificate or certificates
for Shares by any Person selling Shares pursuant to any Call Option shall be
deemed a representation and warranty by such Person that:  (i) such Person has full right, title
and interest in and to such Shares; (ii) such Person has all necessary
power and authority and has taken all necessary action to sell such Shares as
contemplated; (iii) such Shares are free and clear of any and all liens or
encumbrances;


 


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and (iv) there is no
adverse claim with respect to such Shares. 
Each Other Shareholder acknowledges and agrees that neither the Company
nor any Person directly or indirectly affiliated with the Company (in each case
whether as a director, officer, manager, employee, shareholder, agent or
otherwise) shall have any duty or obligation to affirmatively disclose to such
holder, and such holder shall not have any right to be advised of, any material
information regarding the Company or otherwise at any time prior to, upon, or
in connection with any termination of his employment by the Company and its
subsidiaries upon the exercise of any Call Option or any purchase of the Shares
in accordance with the terms hereof.


 


4.                                       Other
Shareholders’ Right of Co-Sale.


 


(a)  Definition.  For as long as the WP Parties own
collectively at least a majority of the voting power of the Voting Stock, if
the WP Parties propose to, directly or indirectly, Transfer for value an
interest in any Shares owned by the WP Parties to any Person (the “Transferee”),
except as set forth in Section 4(d) or for Transfers pursuant to
Section 5, each Other Shareholder shall have a right of co-sale (the “Right
of Co-Sale”) to sell a number of shares of Other Stock (if any) held by
such Other Shareholder equal to his or her Right of Co-Sale Pro Rata Share (as
defined below) multiplied by the number of Shares (treating any Convertible
Securities as a number of Shares equal to the number of Equivalent Shares
represented by such Convertible Securities) proposed to be transferred by the
WP Parties to the Transferee (the “Transferor Securities”), on the terms
and subject to the conditions set forth in this Section 4 and
Section 6; provided, however, that an Other Shareholder may
exercise its Right of Co-Sale only with respect to the type or types of Shares
that the WP Parties propose to sell.


 


(b)  Right
of Co-Sale Pro Rata Share.  The “Right
of Co-Sale Pro Rata Share” for each Other Shareholder shall be that
percentage equal to the number of Equivalent Shares at the time outstanding and
owned by such Other Shareholder divided by (A) the number of Equivalent
Shares at the time outstanding and owned by such Other Shareholder plus
(B) the number of Equivalent Shares at the time outstanding and owned by
the WP Parties and by all other holders of Shares entitled to the benefits of
any other “tag-along” rights in connection with such sale.  Each Other Shareholder shall have the right
to sell that number of Equivalent Shares of Transferor Securities (if any) held
by such Other Shareholder to the Transferee (or, upon the unwillingness of any
Transferee to purchase directly from such Other Shareholder, to the WP Parties
simultaneously with the closing of the sale by the Transferor to the
Transferee) up to its respective Right of Co-Sale Pro Rata Share of the
Transferor Securities determined as of the date the Transfer Notice (as defined
below) is delivered to the Company, upon the terms and subject to the
conditions pursuant to which the WP Parties sell its Transferor Securities to
the Transferee.


 


(c)  Mechanics
of Sale.


 


(i)                                     Exercise
by the Other Shareholders.  If the WP
Parties propose to Transfer any Transferor Securities in a transaction subject
to this Section 4, then it shall notify, or cause to be notified, the Other
Shareholders and the Company, in writing, of each such proposed Transfer (the “Transfer
Notice”).  Such Transfer Notice shall
set forth (i) the name of the Transferee and the number and type of Shares
proposed 


 


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to be Transferred and
(ii) the proposed amount and form of consideration and (to the extent then
known by the WP Parties) material terms and conditions of the Transfer.  An Other Shareholder shall be entitled to
exercise its Right of Co-Sale by delivering a written notice to the WP Parties
(the “Co-Sale Notice”) within 15 days following receipt of the Transfer
Notice.  The Co-Sale Notice shall state
the number of shares of Other Stock that such Other Shareholder offers to
include in such Transfer to the Transferee, which number may not exceed its
Right of Co-Sale Pro Rata Share of the Transferor Securities; provided, however,
that an Other Shareholder may not exercise its Right of Co-Sale with respect to
any shares of Other Stock that then constitute Restricted Stock and will
constitute Restricted Stock upon the consummation of the Transfer by the WP
Parties.  Upon the giving of a Co-Sale
Notice by an Other Shareholder, the offer of such Other Shareholder contained
in its Co-Sale Notice shall be irrevocable and such Other Shareholder shall be
obligated to sell the number and type of Shares set forth in its Co-Sale Notice
to the Transferee on the terms and conditions set forth in the Transfer
Notice.  Each Other Shareholder who does
not deliver a Co-Sale Notice within the 15-day period described above shall be
deemed to have waived all of its rights with respect to the proposed Transfer
by the WP Parties.


 


(ii)                                  Assignment
of Interest.  If an Other Shareholder
exercises its respective Right of Co-Sale, then the WP Parties shall assign to
such Other Shareholder as much of its interest in the agreement of sale with
the Transferee as such Other Shareholder shall be entitled to and shall accept,
and such Other Shareholder shall be obligated to provide the same
representations, warranties, indemnification and covenants to the Transferee as
the WP Parties under such agreement of sale. 
To the extent that any Transferee prohibits such assignment or otherwise
refuses to purchase shares of Other Stock, as the case may be, from an Other
Shareholder exercising its Right of Co-Sale hereunder, then the WP Parties
shall not sell to such Transferee any Transferor Securities unless and until,
simultaneously with such sale, the WP Parties shall purchase such shares of Other
Stock from such Other Shareholder for the same consideration per share and on
the same terms and subject to the same conditions as the proposed Transfer
described in the Transfer Notice (it being acknowledged and agreed that the
Company will consent to such Transfer pursuant to Section 2).  Each accepting Other Shareholder shall
deliver to the WP Parties the certificate or certificates representing the
shares of Other Stock to be Transferred pursuant to the Right of Co-Sale, duly
endorsed for Transfer, together with a limited power of attorney authorizing
the WP Parties to Transfer such shares of Other Stock pursuant to the terms of
such Transfer and to execute on behalf of such Other Shareholder any purchase
agreement or other documentation required to consummate such Transfer.


 


(iii)                               Failure
to Exercise Right of Co-Sale; Additional Transfers.  If an Other Shareholder elects not to
exercise its Right of Co-Sale, then the WP Parties may, not later than 180 days
following delivery to the Company of the Transfer Notice, conclude a Transfer
of all or any portion of the Transferor Securities covered by the Transfer
Notice on terms and subject to conditions not more favorable to the Transferor
than those described in the Transfer Notice. 
Any proposed Transfer of additional securities by the Transferor that
are not the subject of a Transfer Notice shall be subject


 


10














 


to the Right of Co-Sale and
shall require compliance by the Transferor with the procedures described in
this Section 4.


 


(iv)  Reduction of Shares Sold.  The WP Parties shall attempt to obtain the
inclusion in the proposed Transfer of the entire number of Shares that each of
the Other Shareholders have properly requested to have included in the Transfer
(as evidenced by the Co-Sale Notices) (such Other Shareholders, together with
the WP Parties, the “Participating Shareholders”).  In the event the WP Parties shall be unable
to obtain the inclusion of such entire number of Shares in the proposed
Transfer, the number of Shares to be sold in the proposed Transfer shall be
allocated among the Participating Shareholders in proportion, as nearly as
practicable, to the respective number of Shares that each Participating
Shareholder requested to be included in the proposed Transfer.


 


(d)   Exceptions to Right of Co-Sale.  The Right of Co-Sale shall not apply to
(i) Transfers among the WP Parties (or any of them) or to any of the
Affiliates of the WP Parties, (ii) Transfers to other Shareholders or
their respective Affiliates, (iii) Transfers made pursuant to a registered
public offering pursuant to the Registration Rights Agreement,
(iv) Transfers in the form of dividends or distributions (whether upon
liquidation or otherwise) by the WP Parties or any of their respective
Affiliates to its or their current or former partners, members or stockholders
(and any subsequent transfers by such current or former partners, members or
stockholders) or (v) Transfers not for value; provided that, in the
case of clauses (i), (ii) and (v) above, the transferee agrees in
writing to be bound by the provisions of this Agreement applicable to the WP
Parties by executing and delivering the joinder to this Agreement in the form
attached hereto as Exhibit B.


 


5.          Drag-Along Right.


 


(a)   Sales by the WP Parties.  Notwithstanding Section 4, if the WP
Parties determine to Transfer at least 50%, in the aggregate, of the Equivalent
Shares then held by the WP Parties to a proposed purchaser (the “Proposed
Purchaser”), except as set forth in Section 5(e) (a “Drag-Along
Sale”), then upon the request of the WP Parties, each Other Shareholder
will sell to such Proposed Purchaser a number of Equivalent Shares held by such
Other Shareholder equal to the product of (i) the aggregate number of
Equivalent Shares then held by such Other Shareholder multiplied by
(ii) the Drag-Along Percentage.  The
terms and conditions of such Drag-Along Sale shall be on the same terms and
conditions as such Transfer by the WP Parties, including without limitation,
sale price with respect to the same type of securities, representations and
warranties, covenants and indemnification obligations; provided, however,
that (i) the sale price with respect to any Preferred Stock of the
Company, taking into account any purchase price adjustments provided for in the
Drag-Along Sale, shall be the greater of (x) the amount that the holder
thereof would be entitled to receive upon a liquidation or deemed liquidation
of the Company in accordance with the Company’s certificate of incorporation
assuming the Company had the ability to pay the full amount provided for in the
certificate of incorporation with respect to a liquidation or deemed liquidation
and (y) the amount that the holder thereof would receive for the number of
shares of Common Stock issuable upon conversion of the Preferred Stock in
accordance with its terms, with the price to be received per share of Common
Stock calculated using the same price paid for shares of Common Stock in the
Drag-Along Sale, and (ii) the indemnification obligations shall be
several, and not joint and


 


11

















 


several, and shall be
apportioned among the parties in proportion to the amount of consideration
received by each party in reverse order of the seniority provided for in the
liquidation provisions of the Company’s Certificate of Incorporation (i.e.,
shall be allocated first to the Common Stock and second to the Preferred Stock)
and, in any event, shall be limited to the consideration received by such party
pursuant to such transaction.


 


(b)   Notice.  Prior to making any Drag-Along Sale, the WP
Parties shall, if they determine to require that Other Shareholders participate
in such Transfer, provide each Other Shareholder with written notice (the “Drag-Along
Notice”) not less than 10 days prior to the proposed date of the Drag-Along
Sale (the “Drag-Along Sale Date”). 
The Drag-Along Notice shall set forth (i) the name of the Proposed
Purchaser, (ii) the proposed amount and form of consideration to be paid
per Share and (to the extent then known by the WP Parties) the material terms
and conditions of the Transfer and (iii) the Drag-Along Sale Date and the
date upon which the Other Shareholders shall deliver to the WP Parties the
certificates representing the Shares owned by the Other Shareholders, duly
endorsed, and the limited power of attorney referred to below.  Each Other Shareholder shall deliver to the
WP Parties the certificate or certificates representing their Shares, duly
endorsed for transfer, on or before the date set forth in the Drag-Along Notice
for such delivery, together with a limited power of attorney authorizing the WP
Parties to sell or otherwise dispose of such Shares pursuant to the term of
such Drag-Along Sale and to execute on behalf of such Other Shareholders any
purchase agreement or other documentation required to consummate such
Drag-Along Sale.


 


(c)   Effect of Drag-Along Sale.  If an Other Shareholder receives the
applicable purchase price from a Drag-Along Sale, but has failed to deliver
certificates representing its shares of Other Stock as described in this
Section 5, it shall for all purposes be deemed no longer to be a stockholder
of the Company, shall have no voting rights, shall not be entitled to any
dividends or other distributions, in each case with respect to the shares of
Other Stock as described in this Section 5, and shall have no other rights
or privileges granted to Shareholders under law or this Agreement with respect
to the shares of Other Stock as described in this Section 5.


 


(d)   Sale of the Company.  If a Drag-Along Sale is to be effected in the
form of a merger, consolidation or other corporate reorganization that requires
Shareholder approval, and if the Board approves the Drag-Along Sale (an “Approved
Sale”), the Other Shareholders shall vote for, consent to and raise no
objections against such Approved Sale and each Other Shareholder shall waive
any dissenters’ rights, appraisal rights or similar rights in connection with
such Approved Sale.  Each Other
Shareholder shall take all necessary or desirable actions in connection with
the consummation of the Approved Sale and the distribution of the aggregate
consideration from such Approved Sale as reasonably requested by the Company.


 


(e)   Exceptions to Drag-Along Sale.  The following Transfers shall not be deemed
Drag-Along Sales: (i) Transfers among the WP Parties (or any of them) or
to any of the Affiliates of the WP Parties, (ii) Transfers in the form of
dividends or distributions (whether upon liquidation or otherwise) by the WP
Parties or any of their respective Affiliates to its or their current or former
partners, members or stockholders (and any subsequent transfers by such
partners, members or stockholders) and (iii) Transfers not for value.


 


12

















 


(f)    Limitations.  In no event shall this Section 5 operate
to require any Securityholder to enter into a non-competition agreement in
connection with the consummation of the proposed transaction, provided
that Securityholders who are officers or employees of the Company shall enter
into such an agreement for nominal consideration in connection with a
Drag-Along Sale as and when directed by the Company or the WP Parties.


 


6.          Miscellaneous
Provisions Regarding Co-Sale Rights and Drag-Along Rights.


 


(a)   Certain Legal Requirements.  In the event the consideration to be paid in
exchange for Shares in a proposed Transfer pursuant to Section 4 or
Section 5 includes any securities, and the receipt thereof by an Other
Shareholder would require under applicable law (i) the registration or
qualification of such securities or of any person as a broker or dealer or
agent with respect to such securities or (ii) the provision to any Other
Shareholder of any information regarding the Company, such securities or the
issuer thereof, such Other Shareholder shall not have the right to Transfer
Shares in such proposed Transfer.  In
such event, the WP Parties shall have the right, but not the obligation, to
cause to be paid to such Other Shareholder in lieu thereof, against surrender
of the Shares (in accordance with Section 6(f) hereof) that would
have otherwise been Transferred by such Other Shareholder in the proposed
Transfer, an amount in cash equal to the Fair Market Value of such Shares as of
the date such securities would have been issued in exchange for such Shares.


 


(b)   Further Assurances.  Each Other Shareholder, whether in his
capacity as a Participating Shareholder, Securityholder, officer or director of
the Company, or otherwise, shall take or cause to be taken all such actions as
may be necessary or reasonably desirable in order expeditiously to consummate
each Transfer pursuant to Section 4 or Section 5 and any related
transactions, including, without limitation, executing, acknowledging and
delivering consents, assignments, waivers and other documents or instruments;
furnishing information and copies of documents; filing applications, reports,
returns, filings and other documents or instruments with governmental
authorities; and otherwise cooperating with the WP Parties and the prospective
Transferee or Proposed Purchaser.


 


(c)   Sale Process.  The WP Parties shall, in their sole
discretion, decide whether or not to pursue, consummate, postpone or abandon
any proposed Transfer and the terms and conditions thereof.  No WP Party or any Affiliate of any WP Party
shall have any liability to any other holder of Shares arising from, relating
to or in connection with the pursuit, consummation, postponement, abandonment
or terms and conditions of any proposed Transfer except to the extent such WP
Party shall have failed to comply with the applicable provisions of
Section 4 or Section 5.


 


(d)   Treatment of Convertible Securities.  If any Other Shareholder shall Transfer
Convertible Securities in any Transfer pursuant to Section 4 or
Section 5, such Other Shareholder shall receive in exchange for such
Convertible Securities consideration equal to the amount (if greater than zero)
determined by multiplying (a) the purchase price per share of Common Stock
received by the WP Parties in such Transfer less the exercise price, if any,
per share of such Convertible Security by (b) the number of shares of
Common Stock issuable upon exercise, conversion or exchange of such Convertible
Security (to the extent exercisable,


 


13

















 


convertible or
exchangeable at the time of such Transfer), subject to reduction for any tax or
other amounts required to be withheld under applicable law.


 


(e)   Expenses.  All reasonable costs and expenses incurred by
the WP Parties or the Company in connection with any proposed Transfer pursuant
to Section 4 or Section 5 (whether or not consummated), including
without limitation all attorneys fees and expenses, all accounting fees and
charges and all finders, brokerage or investment banking fees, charges or
commissions, shall be paid by the Company. 
Any other costs and expenses incurred by or on behalf of any or all of
the Other Shareholders in connection with any proposed Transfer pursuant to
Section 4 or Section 5 (whether or not consummated) shall be borne by
such Other Shareholder.


 


(f)    The closing of a Transfer to which
Section 4 or Section 5 applies shall take place at such time and
place as the WP Parties shall specify by notice to each applicable Other
Shareholder.  At the closing of such
Transfer, each applicable Other Shareholder shall deliver the certificates
evidencing the Shares to be Transferred by such Other Shareholder, duly
endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with
signature guaranteed, free and clear of any liens or encumbrances, with any
stock (or equivalent) transfer tax stamps affixed, against delivery of the
applicable consideration.


 


7.          Right of First
Offer on Issuance of New Securities by the Company.


 


(a)   Generally.  The Company hereby grants to each Shareholder
the right of first offer to purchase up to such Shareholder’s Pro Rata Share
(as defined below) of New Securities that the Company may from time to time
propose to sell and issue; provided, however, that the rights set
forth in this Section 7 shall not be available to any Shareholder who is
not an “accredited investor” within the meaning of the Securities Act at the
time of any proposed sale and issuance of New Securities.  For purposes of this right of first offer, a
Shareholder’s “Pro Rata Share” for each Shareholder shall be that
percentage equal to (i) the number of Equivalent Shares at the time owned
by such Shareholder divided by (ii) the aggregate number of Equivalent
Shares at the time owned by all Shareholders.


 


(b)   Notice of New Issues.  If the Company proposes to undertake an
issuance of New Securities, it shall give each Shareholder written notice (the
“Section 7 Notice”) of its intention, describing the type of New
Securities, the price, and the principal terms upon which the Company proposes
to issue the same.  Each Shareholder
shall have 10 days from the delivery date of any Section 7 Notice to agree
to purchase up to its Pro Rata Share of such New Securities for the price and
upon the terms specified in the Section 7 Notice by giving written notice
to the Company and stating therein the quantity of New Securities to be purchased.


 


(c)   Failure to Exercise Right.  If a Shareholder fails to purchase all of its
Pro Rata Share pursuant to Section 7(b), the Company shall have 120 days
after the date on which such Shareholder’s right to purchase lapsed to sell or
enter into an agreement (pursuant to which the sale of New Securities covered
thereby shall be closed, if at all, within 90 days from the date of said
agreement) to sell the New Securities in respect of which such Shareholder’s
option was not exercised, at or above the price and upon other terms not more
favorable in the aggregate to the purchasers of such securities than the terms
specified in the initial Section 7 Notice given in connection with such
sale.  If the Company has not sold the
New Securities or entered into an


 


14

















 


agreement to sell the New
Securities within such 120-day period (or sold and issued New Securities in
accordance with the foregoing within 90 days from the date of said agreement),
the Company shall not thereafter issue or sell any New Securities without first
offering such New Securities to each Shareholder in the manner provided in this
Section 7.


 


(d)   Exercise of Right.  If a Shareholder exercises its right of first
offer hereunder, the closing of the purchase of the New Securities by the
Shareholder with respect to which such right has been exercised shall take
place within 45 days after the Shareholder gives notice of such exercise, which
period of time shall be extended if necessary to comply with applicable laws
and regulations, including the HSR Act. 
The acceptance of each Shareholder shall be irrevocable and each such
accepting Shareholder shall be bound and obligated to acquire such amount of
New Securities as such Shareholder shall have specified in such Shareholder’s
written notice to the Company.  Upon
exercise of such right of first offer, the Company and the Shareholder shall
use their reasonable efforts to secure any approvals required in connection with
the consummation the purchase contemplated thereby.


 


(e)   Other Securities.  The Company may condition the participation
of the Shareholders in a proposed issuance of New Securities upon the purchase
by such Shareholders of any securities (including, without limitation, debt
securities) other than New Securities (“Other Securities”) in the event
that the participation of the WP Parties in such issuance is so
conditioned.  In such case, each
Shareholder shall acquire in the issuance, together with the New Securities to
be acquired by it, Other Securities in the same proportion to the New
Securities to be acquired by it as the proportion of Other Securities to New
Securities being acquired by the WP Parties in the issuance, on the same terms
and conditions, as to each unit of New Securities and Other Securities issued
to the WP Parties, as the WP Parties shall be issued units of New Securities
and Other Securities.


 


(f)    Certain Legal Requirements.  In the event that the participation in a
proposed issuance of New Securities by an Other Shareholder would require under
applicable law (i) the registration or qualification of such securities or
of any person as a broker or dealer or agent with respect to such securities or
(ii) the provision to any participant in the issuance of any information
regarding the Company or the securities, such Other Shareholder shall not have
the right to participate in the issuance. 
Without limiting the generality of the foregoing, it is understood and
agreed that the Company shall not be under any obligation to effect a registration
of such securities under the Securities Act or similar state statutes.


 


(g)   Further Assurances.  Each Other Shareholder, whether in its
capacity as a Securityholder, officer or director of the Company, or otherwise,
shall take or cause to be taken all such reasonable actions as may be necessary
or reasonably desirable in order expeditiously to consummate each issuance
pursuant to this Section 7 and any related transactions, including,
without limitation, executing, acknowledging and delivering consents,
assignments, waivers and other documents or instruments; filing applications,
reports, returns, filings and other documents or instruments with governmental
authorities; and otherwise cooperating with the Company and the WP Parties.  Without limiting the generality of the
foregoing, each such Other Shareholder agrees to execute and deliver such
subscription and other agreements specified by the Company.


 


15

















 


(h)   Expenses.  All reasonable costs and expenses incurred by
the WP Parties or the Company in connection with any proposed issuance of New
Securities and, if applicable, Other Securities (whether or not consummated),
including without limitation all attorney’s fees and charges, all accounting
fees and charges and all finders, brokerage or investment banking fees, charges
or commissions, shall be paid by the Company. 
Any other costs and expenses incurred by or on behalf of any Other
Shareholder  in connection with such
proposed issuance of New Securities and, if applicable, Other Securities
(whether or not consummated) shall be borne by such Other Shareholder.


 


(i)    Closing.  The closing of an issuance pursuant to
Section 7 shall take place at such time and place as the Company shall
specify by notice to each participating Shareholder.  At the Closing of any issuance under this
Section 7, each participating Shareholder shall be delivered the notes,
certificates or other instruments evidencing the New Securities (and, if
applicable, Other Securities) to be issued to such participating Shareholder,
registered in the name of such participating Shareholder or his designated
nominee, free and clear of any liens or encumbrances, with any transfer tax
stamps affixed, against delivery by such participating Shareholder of the
applicable consideration.


 


(j)    Post-Issuance Notice.  Notwithstanding the notice requirements of
Sections 7(a) and 7(b), the Company may proceed with any proposed issuance
of New Securities prior to having complied with the provisions of such
Sections; provided that the Company shall: (i) provide to each
Shareholder who would have received a Section 7 Notice in connection with
such issuance with (x) prompt notice of such issuance and (y) the
Section 7 Notice described in Section 7(b) in which the actual
price per unit of New Securities shall be set forth; and (ii) include in
the subscription (or similar) agreement with the purchaser(s) of the New
Securities and, if applicable, Other Securities, a provision permitting the
Company to repurchase such securities in an amount necessary to satisfy the
offers made by Shareholders in accordance the provisions of
Section 7(b) in response to the Section 7 Notice furnished
pursuant to clause (i) above.


 


8.          Composition of
Board of Directors.


 


(a)   Subject to Section 8(c), (i) the
authorized number of directors on the Board shall be set from time to time by
resolution of the Board in accordance with the Bylaws of the Company, but shall
consist of not less than five (5) directors, and (ii) the Company
agrees to take such actions as are necessary, and each of the WP Parties and
the Other Shareholders agrees to vote its shares of Voting Stock and to take
such other actions as are necessary, so as to elect and thereafter continue in
office as directors of the Company, (x) up to a number of individuals that
would constitute a majority of the then authorized number of directors on the
Board, which shall in no event be less than two (2) individuals,
designated by the WP Parties in writing, from time to time to the Company and
the Other Shareholders (the “WP Designees,” and the director positions
that the WP Parties have the right to so designate being referred to herein as
the “WP Designee Positions”), which individuals shall, as of the date of
this Agreement, be R. Sean Honey and David Ferguson, (y) the then serving
Chief Executive Officer of the Company (the “Management Designee”), and
(z) up to two (2) individuals that are unaffiliated with either the
WP Parties or the Chief Executive Officer of the Company (or their respective
Affiliates) and that are designated by the mutual agreement of the WP Parties
and the Chief Executive Officer


 


16

















 


of the Company in
writing, from time to time to the Company and the Other Shareholders (the “Independent
Designees,” and the director positions so designated being referred to
herein as the “Independent Positions”), which individuals shall be
selected, if at all, following the date hereof.


 


(b)   The WP Parties shall have the right, upon written
notice to the Company and the Other Shareholders, to (i) remove and
replace each WP Designee, the Management Designee (if such person is no longer
serving as the Chief Executive Officer of the Company) or any Independent
Designee during his or her term in office and (ii) to fill any vacancy
otherwise occurring in a WP Designee Position. 
Upon receipt of such written notice, the Company agrees to take such
actions as are necessary, and each of the Other Shareholders agrees to vote its
shares of Voting Stock and to take such other actions as are necessary, so as
to remove or replace each such designee, or to fill any such vacancy, as so
specified in such notice (if applicable), provided the vacancies created
by or otherwise referred to in any such notice shall be filled, if at all, only
in accordance with the provisions of Section 8(a).


 


(c)   Each member of the Board shall have one vote
on all matters before the Board; provided, however, the WP
Designees then serving shall at all times have, in the aggregate, that number
of votes equal to the number of WP Designee Positions at such time (i.e., a
majority of the Board).


 


9.          Miscellaneous.


 


(a)   Company Records.  The Company shall not record on its books any
Transfer of Shares held by the Shareholders without first ascertaining
compliance with all of the applicable provisions of this Agreement with respect
to such Transfer.


 


(b)   Entire Agreement; Successors and Assigns.  This Agreement, the Registration Rights
Agreement, the Management Rights Agreement between the Company and the
Series A Shareholder dated on or about the date hereof, the Restricted
Stock Agreements, the Stock Option Agreements and any other agreements
constituting or evidencing Convertible Securities or providing for the issuance
thereof or subscription therefor constitute the entire agreement between the
Company and the Securityholders concerning the subject matter hereof (it being
understood that to the extent that there is a conflict between the express
language of any term set forth in this Agreement and the express language of
any term in a Restricted Stock Agreement or a Stock Option Agreement, this
Agreement shall control).  Any previous
agreement between the Company and any of the Securityholders concerning the
subject matter hereof is hereby terminated and superseded by this
Agreement.  This Agreement may not be
assigned by any of the Other Shareholders except as required by this Agreement
in connection with a Permitted Transfer of Shares or as consented to by the
Company and the WP Parties in their sole discretion.  The WP Parties may, but shall not be
obligated to, assign their rights under this Agreement to any Person to whom it
Transfers Shares.  Subject to the
foregoing, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, permitted assigns, heirs, executors and administrators of
the parties hereto.  Any attempted
transfer of this Agreement not in compliance with the terms hereof shall be
null and void.


 


17














 


(c)   Termination. 
Notwithstanding any other provision hereof, (i) Sections 3, 4, 7
and 8 of this Agreement shall terminate upon the consummation of a Qualified
IPO, and (ii) Sections  3, 4, 5, 6,
7 and 8 of this Agreement shall terminate upon a Change of Control.


 


(d)   Governing Law.  This
Agreement shall be governed by and construed in accordance with the domestic
substantive laws of the State of Delaware without giving effect to any choice
or conflict of law provision or rule that would cause the application of
the laws of any other jurisdiction.


 


(e)   Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


(f)    Headings; Construction. 
The headings of the sections and subsections of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.  The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent and no rule of strict construction will be applied
against any party.


 


(g)   No Third-Party Beneficiaries. 
This Agreement will not confer any rights or remedies upon any Person
other than the parties hereto and their respective successors and permitted
assigns.


 


(h)   Time of the Essence. 
Time is and shall be of the essence in this Agreement.


 


(i)    Right to Negotiate Purchase. 
Nothing in this Agreement shall be deemed to restrict or prohibit the
Company from purchasing Shares from any Securityholder, at any time, upon such
terms and conditions, and for such price, as may be mutually agreed upon
between the Company and such Securityholder, whether or not at the time of such
purchase circumstances exist that specifically grant the Company the right to
purchase such shares under the terms of this Agreement.


 


10.           Notices.  Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally or
sent by facsimile transmission, overnight air courier, or first class certified
or registered mail, postage prepaid, as follows:


 


(a)           If to the Company, to:


 


c/o Weston
Presidio V, L.P.


Pier 1, Bay 2


San Francisco,
CA  94111


Attention: R. Sean
Honey and Therese Mrozek


Fax No:  (415) 398-0990


Tel. No:  (415) 398-0770


 


with a copy to:


 


Ropes & Gray LLP


 


18

















 


One International Place


Boston, Massachusetts
02110


Attention: David C.
Chapin, Esq. and Shari Wolkon, Esq.


Fax No:  (617) 951-7050


Tel. No:  (617) 951-7371


Tel. No.:  (617) 951-7861


 


(b)           If to the WP Parties, to the
address set forth on the signature pages of this Agreement or Form of
Joinder, with a copy to:


 


Weston Presidio V,
L.P.


Pier 1, Bay 2


San Francisco,
CA  94111


Attention: R. Sean
Honey and Therese Mrozek


Fax No:  (415) 398-0990


Tel. No:  (415) 398-0770


 


with a
copy to:


 


Ropes & Gray LLP


One International Place


Boston, Massachusetts
02110


Attention: David C.
Chapin, Esq. and Shari Wolkon, Esq.


Fax No:  (617) 951-7050


Tel. No:  (617) 951-7371


Tel. No.:  (617) 951-7861


 


(c)           If to an Other Shareholder, to the address of such
Other Shareholder set forth on the signature pages of this Agreement or Form of
Joinder; or


 


(d)           At such other address as a party may designate by five
days’ advance written notice to the other parties hereto.


 


All notices and communications shall be deemed to have been
received, unless otherwise set forth herein: 
(i) in the case of personal delivery, on the date of such delivery,
(ii) in the case of facsimile transmission, on the date on which the
sender receives electronic confirmation that such notice was received by the
addressee, (iii) in the case of overnight air courier, on the second
business day following the day sent, with receipt confirmed by the courier, and
(iv) in the case of mailing by first class certified or registered mail,
postage prepaid, return receipt requested, on the fifth business day following
such mailing.


 


11.           Amendment of Agreement.  This Agreement may be terminated, and any
provision of this Agreement may be amended, modified, terminated or waived only
by a written instrument signed by the Company and the WP Parties; provided,
however, that the consent of Other Shareholders holding a majority of
the Equivalent Shares held by Other Shareholders shall be required for any
amendment, modification, termination or waiver which has a material adverse
effect on the rights of the Other Shareholders as such under this Agreement
which is


 


19

















 


disproportionate from the effect of such
amendment, modification, termination or waiver on the WP Parties.  The signature pages to this Agreement
and Exhibit A of this Agreement may be amended by the Company as
necessary to reflect the addition of new Shareholders pursuant to the terms
hereof, or to reflect the addition of parties hereto as contemplated by this
Agreement or who otherwise acquire Shares from the Company.


 


12.           Waiver; Severability; Remedy.


 


(a)   Each party hereto and each Securityholder subject
hereto may waive any right hereunder by an instrument in writing signed by such
party or holder.  The waiver by one party
hereto of any breach by another party hereto (the “Breaching Party”) of
any provision of this Agreement shall not operate or be considered as a waiver
of any other (prior or subsequent) breach by the Breaching Party, and the
waiver of a breach of a provision in one instance shall not be deemed a waiver
of such provision in any other circumstance. 
No delay of or omission in the exercise of any right, power or remedy
accruing to any party as a result of any breach or default by any other party
under this Agreement shall impair any such right, power or remedy, nor shall it
be construed as a waiver of or acquiescence in any such breach or default, or
of any similar breach or default occurring later; nor shall any such delay,
omission nor waiver of any single breach or default be deemed a waiver of any
other breach or default occurring before or after that waiver.


 


(b)   Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction will not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. 
In the event that any provision hereof would, under applicable law, be
invalid or unenforceable in any respect, each party hereto intends that such
provision will be construed by modifying or limiting it so as to be valid and
enforceable to the maximum extent compatible with, and possible under,
applicable law.


 


(c)   Each party hereto acknowledges that the remedies at
law of the other parties for a breach or threatened breach of this Agreement
would be inadequate and, in recognition of this fact, any party to this
Agreement, without posting any bond, and in addition to all other remedies
which may be available, shall be entitled to obtain equitable relief in the
form of specific performance, a temporary restraining order, a temporary or
permanent injunction or any other equitable remedy which may then be available.


 


13.           Ownership.  Each Securityholder represents and warrants
that as of the date of this Agreement, it is the sole legal and beneficial
owner of those Shares set forth on Exhibit A hereto opposite such
Securityholder’s name, that as of the date hereof, such Shares represent all
the Shares owned by such Securityholder and that no other Person has any
interest (other than a community property interest) in such Shares.


 


14.           Limited Liability of
Partners of the WP Parties.  Notwithstanding any other provision of this
Agreement, no recourse under this Agreement or any documents or instruments
delivered in connection with this Agreement or any of the transactions contemplated
hereby shall be had against any current, former or future director, officer,
employee, general or limited partner, stockholder or member, of any of the WP
Parties, whether by the enforcement of any


 


20

















 


assessment or by any legal or equitable
proceeding, or by virtue of any statute, regulation or other applicable law, it
being expressly agreed and acknowledged that no personal liability whatsoever
shall attach to, be imposed on or otherwise be incurred by any current, former
or future director, officer, employee, general or limited partner, stockholder
or member of any of the WP Parties, as such for any obligation of any of the WP
Parties under this Agreement or any documents or instruments delivered in
connection with this Agreement or any of the transactions contemplated hereby
or for any claim based on, in respect of or by reason of such obligations or
their creation.


 


15.           Attorneys’ Fees.  In the event that any dispute among the
parties to this Agreement should result in litigation, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.


 


16.           Recapitalizations.  The provisions of this Agreement shall apply,
to the full extent set forth herein with respect to Shares, to any and all
shares of capital stock of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) that
may be issued in respect of, in exchange for, or in substitution of the Shares,
by reason of a stock dividend, stock split, stock issuance, reverse stock
split, combination, recapitalization, reclassification, merger, consolidation
or otherwise, and shall be appropriately adjusted for any stock dividends, splits,
reverse splits, combinations, recapitalizations and the like occurring after
the date hereof.


 


17.           Other Shareholders.  Subject to the restrictions on Transfers of
Shares contained herein, any Person who is not already a Securityholder
acquiring Shares or any Convertible Securities shall, on or before the transfer
or issuance to it of Shares or Convertible Securities, sign the joinder to this
Agreement in the form attached hereto as Exhibit B, completed as
specified by the Company, (a “Form of Joinder”) and shall thereby
become a party to this Agreement to be bound hereunder as an Other
Shareholder.  Each such additional
Securityholder shall be listed on Exhibit A as an Other
Shareholder.


 


18.           Consent to Jurisdiction;
Venue; Service of Process.


 


(a)   Each party to this Agreement, by its execution hereof,
(a) hereby irrevocably submits to the exclusive jurisdiction of the state
courts of the State of Delaware or the United States District Court located in
the State of Delaware  for the
purpose of any action, claim, cause of action or suit (in contract, tort or
otherwise) (“Action”) between the parties arising in whole or in part
under or in connection with this Agreement, (b) hereby waives to the
extent not prohibited by applicable law, and agrees not to assert, by way of
motion, as a defense or otherwise, in any such Action, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that any such Action
brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be
transferred or removed to any court other than one of the above-named courts,
or should be stayed by reason of the pendency of some other proceeding in any other
court other than one of the above-named courts, or that this Agreement or the
subject


 


21

















 


matter hereof may not be enforced in or by such court and (c) hereby
agrees not to commence any such Action other than before one of the above-named
courts.  Notwithstanding the previous
sentence a party may commence any Action in a court other than the above-named
courts solely for the purpose of enforcing an order or judgment issued by one
of the above-named courts.


 


(b)   Venue.  Each party
agrees that for any Action arising out of or based upon this Agreement or
relating to the subject matter hereof, such party bring such Action or suit
only in the State of Delaware.  Each
party further waives any claim and will not assert that venue should properly
lie in any other location within the selected jurisdiction.


 


(c)   Service of Process.  Each party
hereby (a) consents to service of process in any Action between the
parties arising in whole or in part under or in connection with this Agreement
in any manner permitted by  Delaware  law, (b) agrees that service of
process made in accordance with clause (a) or made by registered or
certified mail, return receipt requested, at its address specified pursuant to Section 10,
will constitute good and valid service of process in any such Action and (c) waives
and agrees not to assert (by way of motion, as a defense, or otherwise) in any
such Action any claim that service of process made in accordance with clause (a) or
(b) does not constitute good and valid service of process.


 


19.           WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT
IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF
ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING.  EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 19
CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN
ENTERING INTO THIS AGREEMENT.   ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 18
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


22

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


	
   

  	
  THE
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CELLU PARENT
  CORPORATION

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Sean
  Honey

  
	
   

  	
   

  	
  Name: R. Sean
  Honey

  
	
   

  	
   

  	
  Title: President

  



 


SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT


 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


	
   

  	
  WP
  PARTIES:

  
	
   

  	
   

  
	
   

  	
  WESTON PRESIDIO
  V, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Weston Presidio
  Management V, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Sean
  Honey

  
	
   

  	
   

  	
  Name: R. Sean
  Honey

  
	
   

  	
   

  	
  Title: Member

  



 


SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT


 














 


	
   

  	
  OTHER SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Russell C. Taylor

  
	
   

  	
  Russell C. Taylor

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Facsimile:    (       )

  



 


Consent of Spouse:


 


I
acknowledge that I have read the foregoing Agreement and that I know its
contents.  I am aware, among other
things, that by its provisions if I and/or my spouse agree to sell or transfer
any shares of the Company held by either of us, including my community property
interest in such shares, if any, rights of first refusal and co-sale rights (as
described in the Agreement) must be granted to the Shareholders.  I am also aware that, among other things, by
its provisions the WP Parties can, in certain circumstances, compel a sale of
shares of the Company held by either of us, including any interest
therein.  I hereby agree that those
shares and my interest in them, if any, are subject to the provisions of the
Agreement and that I will take no action at any time to hinder operation of, or
violate, the Agreement.


 


 


	
   

  	
  /s/ Betsy Taylor

  
	
   

  	
  [Name of Spouse
  of Other Shareholder]

  



 


SIGNATURE PAGE TO SHAREHOLDERS
AGREEMENT


 

















 


	
   

  	
  OTHER SHAREHOLDERS:

  
	
   

  	
  Taylor Investment Partners

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Russell C.
  Taylor

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	 
	
   

  	
  Address:

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  Facsimile:    (       )

  	 

					



 


Signature Page to Shareholders
Agreement


 

















 


	
   

  	
  OTHER SHAREHOLDERS (CONTINUED):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHIPPING WOOD
  FUND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Russell C.
  Taylor

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	 
	
   

  	
  Address:

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  Facsimile:    (       )

  	 

					



 


SIGNATURE PAGE TO SHAREHOLDERS
AGREEMENT


 

















 


	
   

  	
  OTHER SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dianne M. Scheu

  
	
   

  	
  Dianne M. Scheu

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Facsimile:    (       )

  



 


Consent of Spouse:


 


I acknowledge that I have read the foregoing Agreement
and that I know its contents.  I am
aware, among other things, that by its provisions if I and/or my spouse agree
to sell or transfer any shares of the Company held by either of us, including
my community property interest in such shares, if any, rights of first refusal
and co-sale rights (as described in the Agreement) must be granted to the
Shareholders.  I am also aware that,
among other things, by its provisions the WP Parties can, in certain
circumstances, compel a sale of shares of the Company held by either of us,
including any interest therein.  I hereby
agree that those shares and my interest in them, if any, are subject to the
provisions of the Agreement and that I will take no action at any time to
hinder operation of, or violate, the Agreement.


 


 


	
   

  	
  /s/ Mark A. Scheu

  



 


Signature Page to Shareholders
Agreement


 

















 


	
   

  	
  OTHER SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven Ziessler

  
	
   

  	
  Steven Ziessler

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  115 National Drive

  
	
   

  	
  Duluth Georgia 30097

  
	
   

  	
  Facsimile:

  	
  (678)

  	
  393-2657

  



 


Consent of Spouse:


 


I acknowledge that I have read the foregoing Agreement
and that I know its contents. I am aware, among other things, that by its
provisions if I and/or my spouse agree to sell or transfer any shares of the
Company held by either of us, including my community property interest in such
shares, if any, rights of first refusal and co-sale rights (as described in the
Agreement) must be granted to the Shareholders. I am also aware that, among
other things, by its provisions the WP Parties can, in certain circumstances,
compel a sale of shares of the Company held by either of us, including any
interest therein.  I hereby agree that
those shares and my interest in them, if any, are subject to the provisions of
the Agreement and that I will take no action at any time to hinder operation
of, or violate, the Agreement.


 


 


	
   

  	
  /s/ Kimberly Zusslir

  



 


Signature Page to Shareholders
Agreement


 

















 


	
   

  	
  OTHER SHAREHOLDERS (CONTINUED):

  
	
   

  	
   

  
	
   

  	
  RGIP LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alfred O.
  Rose

  
	
   

  	
  Name:

  	
  Alfred O. Rose

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  One International Place

  
	
   

  	
   

  	
  Boston, MA 02110

  
	
   

  	
   

  	
  Attn: R. Bradford Malt

  
	
   

  	
  Facsimile:

  	
  (617) 951-7050

  
				



 


SIGNATURE PAGE TO SHAREHOLDERS
AGREEMENT


 

















 


EXHIBIT A


 


LIST OF SHAREHOLDERS


 


	
  Shareholder

  	
   

  	
  Number of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WP Parties

  	
   

  	
   

  	
   

  
	
  Weston Presidio
  V, L.P.

  	
   

  	
  42,502

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Other
  Shareholders

  	
   

  	
   

  	
   

  
	
  Russell Taylor

  	
   

  	
  115

  	
   

  
	
  Taylor
  Investment Partners

  	
   

  	
  1335

  	
   

  
	
  Chipping Wood
  Fund, LLC

  	
   

  	
  1218

  	
   

  
	
  Dianne Scheu

  	
   

  	
  100

  	
   

  
	
  Steven Ziessler

  	
   

  	
  100

  	
   

  
	
  RGIP LLP

  	
   

  	
  500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  45,870

  	
   

  



 

















 


EXHIBIT B


 


FORM OF JOINDER


 


This
JOINDER (“Joinder”) is executed by the undersigned (the “Transferee”)
pursuant to the terms of (i) that certain Shareholders Agreement dated as
of                     ,
2006 (the “Agreement”) by and among the Company, the WP Parties (as
defined in the Agreement) and the Other Shareholders (as defined in the
Agreement).  Capitalized terms used but
not defined herein shall have the respective meanings ascribed to such terms in
the Agreement.  By the execution of this
Joinder, the Transferee agrees as follows:


 


1.             Acknowledgment.  Transferee acknowledges that Transferee is
acquiring securities of the Company, upon the terms and subject to the
conditions of the Agreement.


 


2.             Agreement.  Transferee agrees that (i) the
securities acquired by Transferee shall be bound by and subject to the terms of
the Agreement, (ii) the Transferee shall be considered an “                    ”
for all purposes of the Agreement, and (iii) Exhibit A of the
Agreement shall be amended to include Transferee as an “                    ”.  Transferee hereby adopts the Agreement.


 


3.             Notice.  Any notice required or permitted by the
Agreement shall be given to Transferee at the address listed beside Transferee’s
signature below.


 


EXECUTED
AND DATED this             
day of                                   ,
        .


 


	
   

  	
  TRANSFEREE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  	
  Address:

  
	
   

  	
   

  	
  Fax:

  
	
   

  	
   

  
	
  [                    ]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:   President