Exhibit 10.14


 


Execution Copy


 


STOCKHOLDERS AGREEMENT


 


STOCKHOLDERS
AGREEMENT, dated as of September 12, 2007 (this “Agreement”), among SABRE INDUSTRIES,
INC., a Delaware corporation (the “Company”),
CORINTHIAN SC, LLC, a Delaware limited liability company (“Corinthian”), D.B. ZWIRN SPECIAL
OPPORTUNITIES FUND, L.P., a Delaware limited partnership and ZM PRIVATE EQUITY
FUND I, L.P., a Delaware limited partnership, each in its capacity as holder of
a Warrant (together, the “Warrantholders”),
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership and
ZM PRIVATE EQUITY FUND I, L.P., a Delaware limited partnership, each in its
capacity as holder of the Co-Investment Shares (together, the “Co-Investors”), James D. Mack (“Mack” and, together with Corinthian,
Warrantholder and Co-Investor, the “Sabre
Holders”), SCHOONOVER INVESTMENTS, L.P., a Texas limited
partnership, BENT TREE INVESTMENTS, LLC, a Louisiana limited liability company,
TODD INVESTMENTS, LLC a Louisiana limited liability company, Frederickson
Holdings LLC, an Oklahoma limited liability company, Jeffrey Hood, Gerard F.
Maxwell, Jr., Moscola, LLC, a Nevada limited liability company and Wendy
Vickrey (collectively, the “CellXion
Holders”) and each of the other individuals and entities listed
on the signature pages hereto (together with Mack, Corinthian,
Co-Investor, the CellXion Holders and any of their permitted transferees under
this Agreement that executes a joinder to this Agreement, the “Stockholders”).


 


W I T N E S S E T H
:


 


WHEREAS,
pursuant to that certain subscription agreement dated May 9, 2006 by and
among certain of the Stockholders and Sabre Communications Holdings, Inc.
(“Sabre”), those
Stockholders acquired from Sabre an aggregate of 1,550,000 shares of common
stock, par value $0.01 per share, of Sabre;


 


WHEREAS,
Sabre previously issued to D.B. Zwirn Special Opportunities Fund, L.P. that
certain warrant to purchase shares of common stock of Sabre dated May 9,
2006, pursuant to which Warrantholder was entitled to purchase up to 134,783
shares (subject to adjustment as provided therein) of Sabre common stock, a
portion of which was subsequently transferred to ZM Private Equity Fund I,
L.P.;


 


WHEREAS,
the Co-Investors previously acquired shares of Sabre common stock upon the exercise
of certain co-investment rights set forth in a Stockholders Agreement dated as
of May 9, 2006 among Sabre and certain Stockholders listed on the
signature pages thereto (the “Sabre
Stockholders Agreement”);


 


WHEREAS,
on or prior to the date hereof, the Sabre Holders contributed to the Company
all of the shares of common stock, options, warrants and other securities of
Sabre held by them in exchange for the issuance of the shares of Common Stock 


 

















 


and/or Options (including the Warrants) of the Company set forth
opposite their names on Schedule I hereto; and


 


WHEREAS,
on or prior to the date hereof, the CellXion Holders contributed to the Company
certain of the membership interests, options, warrants and other securities of
CellXion, LLC, a Delaware limited liability company (“CellXion”), held by them in exchange
for the issuance of the shares of Common Stock and/or Options of the Company
set forth opposite their names on Schedule I hereto.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


SECTION 1.                                                        DEFINITIONS.  The following terms shall have the following
respective meanings (such meanings being equally applicable to both the
singular and plural form of the terms defined).


 


“AAA” has the meaning given to it in Section 16(f).


 


“Accepting Securityholders” has the
meaning given to it in Section 3(c).


 


“Affiliate” means, with respect to any
Person, any (i) officer, director, partner or holder of more than 5% of
the outstanding equity interests of such Person or (ii) other Person that
directly or indirectly controls, is controlled by, or is under common control
with such Person.  A Person will be
deemed to control another Person if such Person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of the “controlled” Person, whether through ownership of voting
securities, by contract, or otherwise.


 


“Agreement” means this Stockholders
Agreement, including all amendments, modifications and supplements and any
exhibits, annexes or schedules to any of the foregoing, and shall refer to the
Agreement as the same may be in effect at the time such reference becomes
operative.


 


“Approved Sale” has the meaning given to
it in Section 4(b)(i).


 


“Board” has the meaning given to it in Section 5(a).


 


“Books” means the books and records of
the Company and its Subsidiaries, including without limitation ledgers, records
indicating, summarizing or evidencing the properties, assets or liabilities of
the Company and its Subsidiaries, all information relating to the business
operations or financial condition of the Company and its Subsidiaries, and all
computer programs, disk or tape files, printouts, runs or other computer
prepared information.


 


“Buyer’s Notice” has the meaning given
to it in Section 3(b).


 


“CellXion Holders” has the meaning given
to it in the preamble hereto.


 


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“CellXion Nominee” has the meaning given
to it in Section 5(a).


 


“Certificate” means the Certificate of
Incorporation of the Company in effect from time to time.


 


“Co-Investment Shares” means the shares
of Common Stock issued to Co-Investor in exchange for the contribution to the
Company of the shares of common stock of Sabre acquired by Co-Investor upon the
exercise of the co-investment rights set forth in Section 17 of the Sabre
Stockholders Agreement.


 


“Co-Investors” has the meaning given to
it in the preamble hereto.


 


“Co-Investor Nominee” has the meaning
given to it in Section 5(a).


 


“Co-Investor Observor” has the meaning
given to it in Section 5(a).


 


“Common Stock” means the shares of
common stock, par value $0.01 per share, of the Company.


 


“Common Stock Equivalents” means, at any
time, each share of Common Stock of the Company into which any (i) then
outstanding Convertible Securities are convertible, calculated at the then
current conversion ratio, and (ii) then outstanding Options are
exercisable for (assuming, for such purposes only, a cashless exercise); provided,
however, that Options shall not be considered outstanding unless they
are vested and exercisable.


 


“Common Stock Reorganization” means any
subdivision by the Company of its outstanding shares of Common Stock into a
greater number of shares or any consolidation by the Company of its outstanding
shares of Common Stock into a smaller number of shares.


 


“Company” has the meaning given to it in
the preamble hereto.


 


“Company Notice” has the meaning given
to it in Section 3(c).


 


“Confidential Information” has the
meaning given to it in Section 15(b).


 


“Convertible Securities” means any
securities that are convertible into or exchangeable for capital stock; provided,
however, that in the case of Options to purchase Common Stock, such
Options shall not be considered outstanding Convertible Securities unless they
are vested and exercisable.


 


“Corinthian” has the meaning given to it
in the preamble hereto.


 


“Corinthian Member” means Corinthian SC
Member, LLC, a Delaware limited liability company.


 


“Corinthian Nominee” has the meaning
given to it in Section 5(a).


 


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“Drag-Along Notice” has the meaning
given to it in Section 4(b)(i).


 


“Director Nominee” has the meaning given
to it in Section 5(a).


 


“Dispute” has the meaning given to it in
Section 16(f).


 


“GAAP” means generally accepted
accounting principles in the United States of America, in effect from time to
time, consistently applied and maintained.


 


“Governmental Entity” means any federal,
state, local or foreign government, political subdivision, legislature, court,
agency, department, bureau, commission or other governmental regulatory
authority, body or instrumentality and any industry or other non-governmental
self-regulatory organizations.


 


“Independent Third Party” means, with
respect to a contemplated transaction, any Person that, immediately prior to
the contemplated transaction (i) does not own, beneficially or of record,
Stock of the Company, (ii) is not an Affiliate of any Person that owns,
beneficially or of record, Stock of the Company, or (iii) is not a
Relative of any natural person that owns Stock of the Company.


 


“IPO” has the meaning given to it in Section 16(n).


 


“Liquidity Event” means any one or more
of the following: (i) a liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary; or (ii) a sale, lease or other
disposition of all or substantially all of the assets of the Company, or a
merger or consolidation of the Company with or into any other entity (other
than a merger or consolidation in which shares of the Company capital stock
outstanding immediately before such merger or consolidation are exchanged or
converted into or constitute shares which represent more than fifty percent
(50%) of the surviving entity’s capital interests after such consolidation or
merger).


 


“Mack” has the meaning given to it in
the recitals hereto.


 


“Mack Nominee” has the meaning given to
it in Section 5(a).


 


“Management Fee” has the meaning given
to it in Section 10.


 


“Nominees” has the meaning given to it
in Section 5(a).


 


“Nonselling Securityholders” has the
meaning given to it in Section 3(a).


 


“Offer Price” has the meaning given to
it in Section 3(a).


 


“Offered Securities” has the meaning
given to it in Section 3(a).


 


“Options” means any rights to subscribe
for or to purchase, or any warrants or options for the purchase of, capital
stock of the Company, including the Warrants.


 


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“Permitted Transferee” means (i) with
respect to any Securityholder that is a natural person, (A) such
Securityholder’s spouse, parents, grandparents or any of such Securityholder’s
lineal descendants, whether natural or adopted (collectively, “Relatives”); (B) such
Securityholder’s legal representative in the event such Securityholder becomes
mentally incompetent; (C) any trust of which there are no principal
beneficiaries other than such Securityholder or one or more of such Relatives; (D) a
limited liability company of which there are no members other than such
Securityholder or one or more of such Relatives (or an entity solely for the
benefit of and controlled by such Securityholder or Relatives); (E) a
partnership of which there are no partners other than such Securityholder or
one or more of such Relatives (or an entity solely for the benefit of and
controlled by such Securityholder or Relatives); or (F) a corporation of
which there are no stockholders other than such Securityholder or one or more
of such Relatives (or an entity solely for the benefit of and controlled by
such Securityholder or Relatives); or (ii) with respect to any
Securityholder that is a limited partnership or a limited liability company, to
any partner or member of the limited partnership or limited liability company
and any affiliated limited partnership or limited liability company managed or
advised by the same management company, investment advisor or general partner
as such Securityholder, or by an entity which controls, is controlled by, or is
under common control with, any such management company, investment advisor or
general partner; provided, that, each such transferee agrees in
writing to take such Stock subject to and comply with the restrictions on
transfer contained in this Agreement.


 


“Person” means any individual,
corporation, limited liability company, partnership, firm, joint venture,
association, joint stock company, trust, unincorporated organization or other
entity, or any Governmental Entity or quasi-governmental body or regulatory
authority.


 


“Pro Rata Share” has the meaning given
to it in Section 6(a)(iii).


 


“Prospective Purchaser” has the meaning
given to it in Section 3(a).


 


“Remaining Securities” has the meaning
given to it in Section 3(c).


 


“Representatives” has the meaning given
to it in Section 15(b).


 


“Sabre Stockholders Agreement”
has the meaning given to it in the recitals hereto.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Securityholder” means any Stockholder
or Warrantholder.  Securityholder also
includes a permitted transferee of Stock or Options that executes a joinder to
this Agreement.  Any Securityholder that
Transfers all its Stock and Options (other than to a Permitted Transferee) in
accordance with the terms of this Agreement shall, upon the consummation of
such Transfer and the execution by the transferee of a joinder to this
Agreement, cease to be a Securityholder and shall thereafter have no 


 


5

















 


further rights or obligations under this Agreement other than for
purposes of any prior breach of this Agreement.


 


“Seller’s Notice” has the meaning given
to it in Section 3(a).


 


“Selling Securityholder” has the meaning
given to it in Section 3(a).


 


“Stock” means (i) shares of
outstanding capital stock of the Company; (ii) Options and Convertible
Securities; and (iii) shares of capital stock issuable upon the exercise
of Options or the conversion or exchange of Convertible Securities.


 


“Stockholders” has the meaning given to
it in the preamble hereto.


 


“Subsidiary” or “Subsidiaries” means each of Sabre and
CellXion, and any other corporation, partnership, limited liability company or
other entity in which the Company, directly or indirectly, owns or controls 50%
or more of the outstanding voting stock or other equity interests.


 


“Subsidiary Board” has the meaning given
to it in Section 5(f).


 


“Tag-Along Notice” has the meaning given
to it in Section 4(a)(i).


 


“Tag-Along Offer” has the meaning given
to it in Section 4(a)(i).


 


“Transfer” means any direct or indirect
sale, assignment, transfer, pledge, mortgage, hypothecation, encumbrance or
other disposal of Stock.  The definition
is to be construed to apply equally to variations of the word “Transfer”
including “Transferred” or “Transferring.”


 


“Voting Stock” means capital stock of
any class or classes of the Company, the holders of which are entitled to
participate generally in the election of the members of the Company’s Board of
Directors, and shall include, without limitation, the Common Stock.


 


“Warrant” means a Warrant to Purchase
Common Stock of the Company issued to a Warrantholder on or about the date
hereof in exchange for the contribution to the Company of such Warrantholder’s
warrant (or interest therein) to purchase shares of common stock of Sabre dated
May 9, 2006.


 


“Warrantholders” has the meaning given
to it in the preamble hereto.


 


SECTION 2.                                                        RESTRICTIONS ON
TRANSFER.


 


(a)                                  Without the
consent of Corinthian (to be granted or withheld in its sole and absolute
discretion), none of the Securityholders may Transfer any Stock owned by any of
them to any Person other than under the circumstances contemplated by Sections
3 and 4 or to a Permitted Transferee.  Any purported Transfer by a Securityholder
other than to a Permitted Transferee or under circumstances other than 


 


6

















 


those contemplated by Section 3
or 4 shall be null and void and of no force and effect.  None of the restrictions on Transfers of
Stock contained in this Agreement shall apply to any Transfer by will or by the
laws of descent, except that any such Permitted Transferee shall be deemed to
take such Stock subject to all provisions of this Agreement.  Any Transfer by a Securityholder to a
Permitted Transferee, or under the circumstances contemplated by Section 3
or 4 shall, in addition, be subject to the provisions of Section 16(h).  For the avoidance of doubt, Transfers by
Corinthian shall be subject to Section 4.


 


(b)                                 No Securityholder
shall (i) grant any proxy or enter into or agree to be bound by any voting
trust or agreement (except in each case as provided in Section 5)
with respect to any Voting Stock, (ii) enter into any agreement or
arrangement of any kind with any Person with respect to its Stock that is
inconsistent with the provisions of this Agreement or for the purpose or with
the effect of denying or reducing the rights of any other Securityholder under
this Agreement including, but not limited to, agreements or arrangements with
respect to the Transfer of its Stock or voting of its Voting Stock or (iii) act,
for any reason, as a member of a group or in concert with any other Person in
connection with the Transfer of its Stock or voting of its Voting Stock in any
manner that is inconsistent with the provisions of this Agreement.


 


SECTION 3.                                                        RIGHT OF FIRST
REFUSAL.


 


(a)                                  If, at any
time, any Securityholder other than Corinthian (a “Selling
Securityholder”) desires to Transfer any shares of Stock then
owned by such Securityholder (and Corinthian consents to such Transfer), then
such Selling Securityholder shall first give a written notice to the Company (a
“Seller’s Notice”), stating its desire to
make such Transfer, the identity of the proposed transferee (a “Prospective
Purchaser”), the number of shares of Stock proposed to be
transferred (the “Offered Securities”) and the
price which such Selling Securityholder proposes to be paid for the Offered
Securities (the “Offer Price”).  The Seller’s Notice shall constitute an irrevocable
offer by such Selling Securityholder to Transfer to the other Securityholders
(collectively, the “Nonselling Securityholders”) and the
Company the Offered Securities at the Offer Price.  The Company shall promptly deliver a copy of
such Seller’s Notice to each Nonselling Securityholder.


 


(b)                                 Within twenty
(20) days after the receipt by the Company of the Seller’s Notice, each
Nonselling Securityholder may elect to purchase Offered Securities at the Offer
Price under this Section 3(b) by giving a notice to the
Company (a “Buyer’s Notice”), with a copy
to the Selling Securityholder.  Each
Nonselling Securityholder who gives a Buyer’s Notice shall be allocated Offered
Securities pro rata based on the ratio of (i) its existing ownership of
Common Stock and Common Stock Equivalents (after application of Section 16(o))
to (ii) the existing ownership of Common Stock and Common Stock
Equivalents held by all Nonselling Securityholders.  A Buyer’s Notice shall be deemed to be an
irrevocable commitment to purchase from the Selling Securityholder the number
of Offered Securities which such Nonselling Securityholder has elected to
acquire pursuant to its Buyer’s Notice, subject to allocation of Offered
Securities among Nonselling Securityholders as provided in the previous
sentence.


 


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(c)                                  If the Company
shall not have received Buyer’s Notice(s) offering to purchase all of the
Offered Securities during the time period established under Section 3(b),
the Company shall offer each Nonselling Securityholder who shall have delivered
a Buyer’s Notice(s) (the “Accepting Securityholders”), an
opportunity to purchase the remaining Offered Securities (the “Remaining
Securities”) which the Nonselling Securityholders have not elected
to purchase pursuant to Section 3(b).  Each such Accepting Securityholder shall be
allocated Remaining Securities pro rata based on the ratio of (i) its
existing ownership of Common Stock and Common Stock Equivalents (after
application of Section 16(o)) to (ii) the existing ownership
of Common Stock and Common Stock Equivalents by all Accepting
Securityholders.  If any Accepting
Securityholders do not elect to purchase any of the Remaining Securities
offered to such Accepting Securityholders, the Company shall repeat the process
set forth in the first two sentences of this Section 3(c) until
either (i) the Accepting Securityholders shall have elected to purchase
all the Remaining Securities, or (ii) all Accepting Securityholders shall
have advised the Company that they do not desire to purchase any more Remaining
Securities.  If the Company shall have
received a notice pursuant to clause (ii) of the immediately preceding
sentence, the Company shall have a period of ten (10) days to notify the
Selling Securityholder as to the number of Remaining Securities, if any, the
Company is electing to purchase (the “Company Notice”).  The Company Notice shall be deemed to be an
irrevocable commitment to purchase from the Selling Securityholder the number
of Remaining Securities which the Company specifies in the Company Notice.


 


(d)                                 If the Company
and the Nonselling Securityholders fail to elect to purchase all the Offered
Securities within the time periods specified in Sections 3(b) and 3(c),
then the Selling Securityholder may, at any time within thirty (30) days after
the end of such time periods, Transfer all, but not less than all, of the
remaining Offered Securities not purchased by the Company and the Nonselling
Securityholders, to the Prospective Purchaser on the same terms and conditions
specified in the Seller’s Notice.  If the
Offered Securities are not so Transferred to the Prospective Purchaser within
such thirty (30)-day period, no Transfer of such Offered Securities shall be
effected to the Prospective Purchaser specified in the Seller’s Notice or
otherwise, without again following the procedures set forth in this Section 3.


 


(e)                                  A closing with
respect to the Transfer of Offered Securities to the Company and/or the
Nonselling Securityholders shall take place at such place as may be specified
by the Company or the Nonselling Securityholders, as applicable, on a date
determined by the parties (but not later than the 90th day after the date of
the Seller’s Notice).  At such closing,
the Selling Securityholder shall deliver to each transferee a certificate or
certificates representing the Offered Securities, duly endorsed for Transfer
and with all stock transfer tax stamps attached, paid or otherwise provided for
by the Selling Securityholder, together with such other documents and
instruments as the transferees may reasonably request.


 


(f)                                    The provisions
of this Section 3 shall not apply to the Transfer of Stock to a
Permitted Transferee.


 


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SECTION 4.                                                        TAG-ALONG AND
DRAG-ALONG RIGHTS.


 


(a)                                  Tag-Along Right.


 


(i)                                     If Corinthian
desires to Transfer in a single, bona fide, arm’s length transaction or a
series of related transactions, more than 10% of its shares of Common Stock
and/or Common Stock Equivalents owned at such time to an Independent Third
Party or group of Independent Third Parties (the “Tag-Along Offer”), Corinthian shall promptly give notice
thereof to the other Securityholders (the “Tag-Along
Notice”).  The Tag-Along
Notice shall identify the consideration per share and the other material terms
and conditions of the Tag-Along Offer and, in the case of a Tag-Along Offer in
which the consideration payable for the Common Stock and/or Common Stock
Equivalents consists in part or in whole of consideration other than cash, such
information relating to such consideration as the other Securityholders may
reasonably request as being necessary to evaluate such non-cash consideration
(it being understood that such request shall not obligate Corinthian to deliver
any information to the other Securityholders not available to Corinthian).  Each of the other Securityholders shall have
the right to Transfer to such transferees an amount of Common Stock and/or
Common Stock Equivalents up to the number of shares of Common Stock and Common
Stock Equivalents then owned by such Securityholder at the time of the Transfer
(after application of Section 16(o)), multiplied by a fraction (A) the
numerator of which is the number of shares of Common Stock and Common Stock
Equivalents desired to be acquired by the transferee, and (B) the
denominator of which is the total number of outstanding shares of Common Stock
and Common Stock Equivalents at the time of the Transfer.  The Securityholder’s rights under this Section 4(a)(i) may
be exercised by giving notice to Corinthian within ten (10) days after the
delivery to the Securityholders of the Tag-Along Notice.  The failure by any Securityholder to so
notify Corinthian within such 10-day period shall be deemed an election by such
Securityholder not to exercise its rights under this Section 4(a)(i).


 


(ii)                                  Notwithstanding
anything contained in Section 4(a)(i), there shall be no liability
on the part of Corinthian to the other Securityholders if the Transfer of
Common Stock and/or Common Stock Equivalents pursuant to Section 4(a)(i) is
not consummated by Corinthian, regardless of whether Corinthian has delivered a
Tag-Along Notice.  Whether or not to
effect a Transfer of Common Stock and/or Common Stock Equivalents pursuant to Section 4(a)(i) by
Corinthian is in the sole and absolute discretion of Corinthian.


 


(iii)                               The rights of a
Securityholder under Section 4(a)(i) shall not apply to the
Transfer of Stock by Corinthian to a Permitted Transferee.


 


(b)                                 Drag-Along
Rights.


 


(i)                                     If Corinthian
approves a sale of all or substantially all of the Company’s assets determined
on a consolidated basis or a sale of all or substantially all of the Company’s
outstanding capital stock (whether by merger, recapitalization, consolidation,
reorganization, combination or otherwise) to an Independent Third Party 


 


9

















 


or group of Independent
Third Parties on an arm’s length basis (each, an “Approved Sale”), each Securityholder will, as applicable,
vote for, consent to and raise no objections to such Approved Sale.  If the Approved Sale is structured as (x) a
merger or consolidation, each Securityholder will waive any dissenter’s rights,
appraisal rights or similar rights in connection with such merger or
consolidation, or (y) a sale of stock, each Securityholder will agree to
sell all of his, her or its shares of Stock of the Company and rights to
acquire shares of Stock and the Warrants on the terms and conditions approved
by Corinthian, its successors and/or Affiliates (other than the Company).  Each Securityholder will take all necessary
or desirable actions in connection with the consummation of the Approved Sale
as reasonably requested by the Company. 
The obligations of the Securityholders with respect to the Approved Sale
of the Company are subject to the satisfaction of the following conditions: (A) upon
the consummation of the Approved Sale, each Securityholder will receive the
same form of consideration and the same portion of the aggregate consideration
that such Securityholder would have received if such aggregate consideration
had been distributed by the Company in complete liquidation pursuant to the
rights and preferences set forth in the Certificate as in effect immediately
prior to such Approved Sale; and (B) the Warrantholders will be given an
opportunity to (x) exercise, convert or exchange the Warrants held by them
into Common Stock and participate in the Approved Sale as a holder of Common
Stock; or (y) receive, subject to Section 4(c), from the
applicable transferee in exchange for their Warrants, consideration equal to
the excess of (1) the product of the amount of net consideration on a per
share basis received by the holders of Common Stock in connection with the
Approved Sale and the number of Common Stock Equivalents represented by such
Warrantholder’s Warrant immediately prior to the consummation of the Approved
Sale less (2) the applicable exercise price that would be payable
if such Warrant had been exercised immediately prior to the consummation of the
Approved Sale.  A notice regarding any
Approved Sale (a “Drag-Along Notice”) shall be
delivered within five business days following approval of an Approved Sale by
Corinthian to each other Securityholder.


 


(ii)                                  Notwithstanding
anything contained in Section 4(b)(i), Corinthian shall not be
liable to the Securityholders and/or the Warrantholders if an Approved Sale is
not consummated, regardless of whether Corinthian has delivered a Drag-Along
Notice.  Whether or not to effect an
Approved Sale pursuant to Section 4(b)(i) by Corinthian is in
the sole and absolute discretion of Corinthian.


 


(c)                                  Closing.  If the rights of a Securityholder under Section 4(a) or
the rights of Corinthian under Section 4(b) shall be
exercised, the Transfer shall be upon the same terms and at the same price per
share as the terms and price per share of the transaction between Corinthian
and the Independent Third Party or group of Independent Third Parties.  In connection with such Transfer, each
Securityholder shall cause the stock certificate or certificates representing
the shares covered by such Transfer or the Warrants to be delivered to such
Independent Third Party or group of Independent Third Parties, duly endorsed
for Transfer with all applicable stock transfer tax stamps attached, paid or
otherwise provided for by such Securityholder, together with such other
documents and instruments as the Independent Third Party or group of
Independent Third Parties may reasonably request.  Each Securityholder shall be severally obligated
(i) to


 


10














 


make (subject to disclosure
of appropriate exceptions) any customary representations and warranties that
Corinthian agrees to provide in connection with such Transfer, and (ii) to
join on a pro rata basis (based on such Securityholder’s share of the aggregate
proceeds paid with respect to his interest) in any escrows, holdbacks,
adjustments in purchase price or indemnification obligation Corinthian has
agreed to in connection with such transaction, other than any such obligations
that relate specifically to a particular Securityholder, in which case the
Securityholder solely shall be liable.


 


SECTION 5.                                                        CORPORATE
GOVERNANCE.


 


(a)                                  From and after
the date hereof, the Board of Directors of the Company (the “Board”) shall
consist of at least the number of Nominees nominated by the parties to this
Agreement in accordance with this Section 5.  Corinthian shall have the right to designate
five members of the Board (each, a “Corinthian Nominee”).  Subject to Section 5(g), Mack
shall have the right to designate one member of the Board (the “Mack
Nominee”).  Subject
to Section 5(h), the Co-Investors shall have the right to designate
one member of the Board (the “Co-Investor Nominee”) and one
non-voting observer (the “Co-Investor Observor”).  For such period as the Company holds its
interest in CellXion, the majority of the directors of the Board will designate
one individual from the current management of CellXion to serve on the Board
(the “CellXion Nominee”); provided that the
initial CellXion Nominee shall be Charlotte Wingfield.  One additional member of the Board, who shall
initially be Steven L. Schoonover, shall be designated by a majority of
the directors then in office (the “Director Nominee” and, together
with the Corinthian Nominees, the Co-Investor Nominee, the Mack Nominee and the
CellXion Nominee, the “Nominees”).


 


(b)                                 Each
Securityholder agrees to vote, in person or by proxy, all his or its shares of
Voting Stock, or to execute a written consent in respect of all such shares of
Voting Stock, as the case may be, in favor of the Nominees for election to the
Board and shall take all other necessary action (including causing the Company
to call a special meeting of stockholders) in order to ensure that the
composition of the Board is as set forth in this Section 5.


 


(c)                                  If at any time
Corinthian, Mack, the Co-Investors or a majority of the directors then in
office notifies the Securityholders of its, his or their wish to remove any
Nominee designated by it, him or them, the Securityholders shall take all
actions contemplated by this Section 5 so as to remove such
Nominee.  Removal of a Nominee, other
than pursuant to the immediately preceding sentence, shall require the prior
written consent of the party to this Agreement that designated such Nominee (or,
in the case of the Director Nominee, a majority of the directors then in
office) unless such removal is based upon the gross negligence or willful
misconduct of such Nominee.


 


(d)                                 If at any time
a vacancy is created on the Board by reason of the incapacity, death, permitted
removal or resignation of any director designated by a party to this Agreement
or the other directors pursuant to this Agreement, then the party to this
Agreement that designated such director (or, in the case of the CellXion
Nominee and the Director Nominee, a majority of the directors then in office)
shall designate an individual 


 


11

















 


to fill such vacancy.  Each Securityholder hereby agrees to take all
actions contemplated by this Section 5 reasonably necessary to
effect the foregoing.


 


(e)                                  Each director
shall be entitled to receive reasonable compensation, as may from time to time
be fixed by the Board.  The members of
the Board and the Co-Investor Observor will be reimbursed by the Company for
all reasonable out-of-pocket expenses incurred in traveling to and from the
place of each meeting of the Board or otherwise incurred in the performance of
their duties as directors or an observor.


 


(f)                                    The Company
shall cause the board of directors of each subsidiary of the Company that is a
corporation (each such board, a “Subsidiary Board”) to consist
of the same members as the Board at such time with the same relative voting
rights.


 


(g)                                 Mack shall only
have the rights set forth in this Section 5 with respect to the
designation and/or removal of the Mack Nominee for so long as he shall own at
least 50% of the outstanding Common Stock and Common Stock Equivalents owned by
him as of the date of this Agreement.


 


(h)                                 The
Co-Investors shall only have the rights set forth in this Section 5
(i) with respect to the designation and/or removal of the Co-Investor
Nominee, for so long as it and/or any of its Affiliates holds at least 20% of
the outstanding Common Stock and Common Stock Equivalents (after application of
Section 16(o)), and (ii) with respect to the designation
and/or removal of the Co-Investor Observor, for so long as it and/or any of its
Affiliates holds at least 10% of the outstanding Common Stock and Common Stock
Equivalents (after application of Section 16(o)).


 


(i)                                     The Mack
nominee shall be designated as a member of each committee of the Board, other
than the audit and compensation committees.


 


(j)                                     The Board shall
meet no less than semi-annually.


 


(k)                                  Within 45 days
after the end of each month, the Board shall prepare, and furnish to each of
the members of the Board, an unaudited balance sheet of the Company as at the
end of such month and unaudited statements of income and cash flows of the
Company for such month.


 


(l)                                     The Company and
each of the Securityholders hereby covenant and agree to take all actions
necessary (including, without limitation, amending this Agreement or other
governing documents of the Company to provide for separate classes of directors
with different numbers of votes) to ensure that the Corinthian Nominees shall,
at all times, hold a majority of the voting power of the Board.


 


SECTION 6.                                                        PREEMPTIVE
RIGHTS.


 


(a)                                  General.


 


(i)                                     If the Company
shall issue or otherwise sell or distribute to Corinthian any Common Stock or
Common Stock Equivalents, other than pursuant to a 


 


12

















 


Common Stock Reorganization,
or if the Company shall issue, sell, distribute or otherwise grant in any
manner any Options or Convertible Securities to Corinthian, whether or not such
Options or the rights to convert or exchange any such Convertible Securities
are immediately exercisable, then each Stockholder shall have the preemptive
right to acquire, on the same terms and conditions as such issuance, sale or distribution
to Corinthian, such Stockholder’s Pro Rata Share of such shares of Stock.


 


(ii)                                  The Company
shall provide each Stockholder with a written notice of (A) the number of
shares of capital stock, Options and/or Convertible Securities that it intends to
issue to Corinthian, and (B) the purchase price therefor, including any
exercise price for Options and/or Convertible Securities.  Each Stockholder shall have twenty (20)
business days from receipt of such notice from the Company to notify the Company
in writing whether it intends to exercise its respective preemptive
rights.  The failure of the Stockholder
to notify the Company within such twenty (20)-day period shall be deemed an
election by such Person not to exercise its preemptive rights with respect to
such issuance.  On the date of the
issuance of the shares of capital stock, Options and/or Convertible Securities
to Corinthian, the Company shall issue to each Stockholder, as the case may be,
such number of shares of capital stock, Options and/or Convertible Securities
as such Stockholder had requested in their respective notices to the Company
and simultaneously therewith, such Stockholder shall pay to the Company the
purchase price therefor in immediately available funds by wire transfer to such
account designated in writing by the Company at least two (2) days prior
to issuance.


 


(iii)                               For purposes of
this Section 6(a), each Stockholder’s “Pro
Rata Share” shall be determined by multiplying the aggregate
number of shares of Common Stock and the Common Stock Equivalents to be issued,
sold or distributed to Corinthian by a fraction, the numerator of which is the
total number of shares of Common Stock and Common Stock Equivalents then owned
by such Stockholder (after application of Section 16(o)) and the
denominator of which is the total number of shares of Common Stock and Common
Stock Equivalents then outstanding.


 


(b)                                 For the
avoidance of doubt, the provisions of this Section 6 shall not
apply (i) to any issuance by the Company of shares of Common Stock,
Options or Convertible Securities to employees of the Company pursuant to an
incentive or other employee compensation plan approved by the Board; (ii) to
any issuance by the Company of Stock, in connection with the conversion of
Convertible Securities or the exercise of Options outstanding prior to the date
hereof (iii) to any issuance by the Company of Stock in connection with an
acquisition of the stock, assets or business of a third party or a financing; (iv) any
public offering of securities of the Company pursuant to a registration
statement filed under the Securities Act; and (v) any issuance permitted
under Section 7 below.


 


SECTION 7.                                                        NEGATIVE
COVENANTS.


 


(a)                                  As long as the
Co-Investors and/or their Affiliates hold an aggregate principal amount of the
Bridge Loan that exceeds the aggregate principal amount of the Bridge Loan held
by the Corinthian Member, the Company shall not 


 


13

















 


without the prior written
consent of the Co-Investors holding a majority of the shares of Common Stock
then held by them:


 


(i)                                     Amend, modify
or waive any term or provision of the Company’s certificate of incorporation or
by-laws or any other documents or agreements relating to the equity of
Holdings, except to give effect to Section 5;


 


(ii)                                  commence any or
cause any of its Subsidiaries to commence any, bankruptcy or insolvency
proceedings;


 


(iii)                               enter into any
sale, or cause any of its Subsidiaries to enter into any sale of all or a
material portion of their respective businesses or capital stock;


 


(iv)                              make any, or
cause any of its subsidiaries to make any, acquisitions of the capital stock of
any Person or acquisitions of substantially all the assets of any Person;


 


(v)                                 permit, or
permit any of its Subsidiaries to, materially change the business of the
Company or any of its Subsidiaries from the business in effect on the date of
this Agreement;


 


(vi)                              adopt any
option plan or equity incentive plan (other than (A) a plan providing for
the issuance of up to 5% of the Company’s capital stock on a fully-diluted
basis and (B) a plan providing for the issuance to selected members of the
Company’s management of up to 3% of the Company’s capital stock on a
fully-diluted basis) or modify such plan;


 


(vii)                           authorize,
declare or pay any dividends or repurchase of any capital stock, except for the
payment of the Management Fee or as otherwise contemplated in this Agreement;


 


(viii)                        enter into, or
cause any of its Subsidiaries to enter into any transaction with Affiliates or
family members other than on an arm’s length basis, except as contemplated by
this Agreement;


 


(ix)                                hire or
terminate any senior executive officer; or


 


(x)                                   amend, modify
or terminate any material contracts outside of the ordinary course of business.


 


(b)                                 As long as the
Co-Investors and/or their Affiliates hold at least 25% of the outstanding
Common Stock and Common Stock Equivalents (after application of Section 16(o)),
the Company shall not take any of the actions described in clauses (i) - (v) and
(vii) - (viii) above without the prior written consent of the
Co-Investors holding a majority of the shares of Common Stock then held by
them, which consent shall not be unreasonably withheld.


 


14

















 


SECTION 8.                                                        INSPECTIONS;
EXAMINATIONS.


 


(a)                                  As long as the
Co-Investors (and/or their Affiliates) hold at least 10% of the outstanding
Common Stock and Common Stock Equivalents (after application of Section 16(o)),
the officers or employees of the Co-Investors, or such Persons as Co-Investor
may designate, may visit and inspect any of the properties of the Company and
its Subsidiaries, examine (either by the Co-Investors’ employees or by
independent accountants) any of the assets of the Company and its Subsidiaries,
including the Books, and discuss the affairs, finances and accounts of the
Company and its Subsidiaries with their officers and with their independent
accountants, at such times as either Co-Investor may desire provided that, such
visits and inspections shall be conducted during normal business hours and upon
reasonable prior notice and in no event more than two (2) times in any
fiscal year.


 


(b)                                 The Company
agrees to pay all reasonable costs and expenses of the Co-Investor related to
such visits, inspections and field examinations for the two (2) visits or
inspections permitted hereunder.


 


SECTION 9.                                                        ACCOUNTING
RECORDS, REPORTS AND FINANCIAL STATEMENTS.  As long as the Co-Investors, any CellXion
Holder and/or their respective Affiliates holds at least 1% of the outstanding
Common Stock or Common Stock Equivalents, the Company will deliver to the
Co-Investors and/or such CellXion Holder the following:


 


(i)                                     Financial
Statements.  As soon as
available and in any event within one hundred twenty (120) days after the end
of each fiscal year of the Company and its Subsidiaries:


 


A.                                   the audited,
consolidated and consolidating income and retained earnings statements of the
Company and its Subsidiaries for such fiscal year,


 


B.                                     the audited,
consolidated and consolidating balance sheet of the Company and its
Subsidiaries as at the end of such fiscal year, and


 


C.                                     the audited,
consolidated and consolidating statement of cash flow of the Company and its
Subsidiaries for such fiscal year, setting forth in comparative form the
corresponding figures as at the end of the previous fiscal year, all in
reasonable detail.  The foregoing
statements and balance sheets shall be prepared in accordance with GAAP and
shall be audited by independent certified public accountants of recognized
standing acceptable to the Co-Investors in the reasonable exercise of their
discretion with respect to which such accountants shall deliver their
unqualified opinion which shall not include any “going-concern” opinion.


 


(ii)                                  Monthly
Statements.  As soon as
available and in any event within thirty (30) days after the close of each
calendar month:


 


A.                                   the
consolidated and consolidating income and retained earnings statements of the
Company and its Subsidiaries for such month,


 


15

















 


B.                                     the
consolidated and consolidating balance sheet of the Company and its
Subsidiaries as of the end of such month, and


 


C.                                     the
consolidated and consolidating statement of cash flow of the Company and its
Subsidiaries for such month, setting forth in comparative form the
corresponding figures as of the end of the corresponding month of the previous
fiscal year (if applicable), all in reasonable detail, subject to year end
adjustments and absence of footnotes and certified by the chief financial officer
of the Company to be accurate in all material respects and to have been
prepared in accordance with GAAP.


 


(iii)                               Audit Reports.  Promptly upon receipt thereof, one copy of
each other report submitted to the Company or its Subsidiaries, by independent
accountants, including management letters, “comment” letters, in connection
with any annual, interim or special audit report made by them of the Books.


 


(iv)                              Reports to
Governmental Agencies.  With
reasonable promptness, copies of all such financial reports, statements and
returns which the Company or its Subsidiaries shall file with any federal or
state department, commission, board, bureau, agency or instrumentality.


 


(v)                                 Requested
Information.  With
reasonable promptness, all such other data and information in respect of the
condition, operation and affairs of the Company and its Subsidiaries as the
Co-Investors may reasonably request from time to time.


 


(vi)                              Business Plan.  As soon as available, the Company’s and its
Subsidiaries’ business plan and operating budget for the next fiscal year.


 


SECTION 10.                                                  FEE.  Each of the parties hereto hereby
acknowledges that the Company will pay (or has paid, as applicable) Corinthian
and/or its designee, and that Corinthian and/or its designee shall be entitled
to receive (i) a fee equal to three percent (3%) of the gross total
transaction value (including all equity invested, debt incurred, liabilities
assumed and out-of-pocket costs incurred) of the acquisition of CellXion
occurring on or about the date of this Agreement, (ii) fees equal to five
percent (5%) (or any such lesser amount as
Corinthian may determine) of (A) the gross total transaction value
(including all equity invested, debt incurred, liabilities assumed and
out-of-pocket costs incurred) with respect to the acquisition of all the equity
or substantially all the assets of any other Person not affiliated with the
Company, including without limitation add-on acquisitions, (B) the gross
total transaction value (including all equity invested, debt incurred, liabilities
assumed and out-of-pocket costs incurred) with respect to a sale of all the
Stock of the Company or Sabre (whether by merger or otherwise) or a sale of all
or substantially all the assets of Sabre and (C) the proceeds of any
dividend or other payment to the holders of the Common Stock through a
leveraged recapitalization of the Company or similar external financing event
(for avoidance of doubt, dividends or other payments made from the cash flow of
the Company and its subsidiaries are excluded and refinancing of indebtedness (to the extent of the amount of any
such refinancing 


 


16

















 


of indebtedness
utilized to  refinance existing indebtedness of the Company or
its Subsidiaries) is also excluded from this clause(ii));
provided, that with respect to the aggregate amount of any fees paid under
this clause (i) or (ii), 20% of such
fees shall be paid directly to ZM Private Equity Fund I, L.P, (iii) an
annual fee of $800,000 in cash (such annual fee, the “Management
Fee”), except that the Management Fee shall be funded fifty percent (50%)
from the operations of each of Sabre and CellXion and shall be subject to
increase from time to time by the Board acting in good faith.  The Co-Investors shall be entitled to receive
a portion of the Management Fee equal to the greater of (x) 10% of the
Management Fee, or (y) an amount equal to 60% of the product of (A) the
Management Fee and (B) a fraction, the numerator of which is the total
number of shares of Common Stock and Common Stock Equivalents then owned by the
Co-Investors (after application of Section 16(o)) and the
denominator of which is the total number of shares of Common Stock and Common
Stock Equivalents then outstanding.


 


SECTION 11.                                                  LEGEND.  The Securityholders agree that a legend,
substantially in the form set forth below, shall be placed on the certificates
representing any shares of Stock owned by them:


 


“THE SHARES REPRESENTED BY
THIS CERTIFICATE (I) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAW,
AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH
SUCH LAWS, AND (II) ARE SUBJECT TO THE RIGHTS AND RESTRICTIONS CONTAINED
IN A STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 12, 2007 (A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE ISSUER HEREOF).”


 


SECTION 12.                                                  SPECIFIC
PERFORMANCE.  Each of the
Securityholders acknowledges and agrees that in the event of any breach of this
Agreement, the non-breaching party or parties would be irreparably harmed and
could not be made whole by monetary damages. 
It is accordingly agreed that the Securityholders shall waive the
defense in any action for specific performance that a remedy at law would be
adequate and that the Securityholders, in addition to any other remedy to which
they may be entitled at law or in equity, shall be entitled to compel specific
performance of this Agreement.


 


SECTION 13.                                                  MARKET “STAND-OFF”
AGREEMENT.  Each
Securityholder hereby agrees that, during the period of 180 days following the
effective date of a registration statement of the Company filed under the
Securities Act in connection with an underwritten offering, such Securityholder
shall not, if requested by the Company and the underwriter, sell or otherwise
Transfer or dispose of (other than to donees or its Affiliates, members or
partners who, in each case, agree in writing to be similarly bound) any Stock
except any Common Stock that may be included in such registration.


 


SECTION 14.                                                  GENERAL RESTRICTION.  Until the first to occur of (i) the
first anniversary of the consummation of the Company’s IPO (as defined below)
and (ii) the 


 


17

















 


date of consummation of the
first registered secondary public offering of Common Stock following the
Company’s IPO, and except for Transfers to Permitted Transferees or other
transferees permitted by this Agreement, each Stockholder (other than
Corinthian) agrees not to Transfer any shares of Stock held by such Stockholder.


 


SECTION 15.                                                  CONFIDENTIALITY.


 


(a)                                  Each
Securityholder hereby agrees that Confidential Information (as defined below)
was and will be made available to it in connection with such Securityholder’s
investment in the Company.  Each
Securityholder agrees that it will use, and that it will cause any Person to
whom Confidential Information is disclosed pursuant to clause (i) below to
use, the Confidential Information only in connection with its investment in the
Company and not for any other purpose (including without limitation to
competitively disadvantage the Company or any Securityholder).  Each Securityholder further acknowledges and
agrees that it will not disclose any Confidential Information to any Person; provided,
that, Confidential Information may be disclosed, (i) to such
Securityholder’s Representatives (as defined below) in the normal course of the
performance of their duties or for the purpose of reporting to such
Securityholder’s stockholders, partners or members the performance of the
investment in the Stock, (ii) to the extent required by applicable law, rule or
regulation (including complying with any oral or written questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process) to which a Securityholder is subject; provided,
that, such Securityholder gives the Company prompt notice of such
request(s), to the extent practicable, so that the Company may seek an
appropriate protective order or similar relief (and the Securityholder shall
cooperate with such efforts by the Company and shall in any event make only the
minimum disclosure required by such law, rule or regulation), and (iii) to
any Person to whom such Securityholder is contemplating a Transfer of its
Stock; provided, that, (A) such
Transfer would not be in violation of the provisions of this Agreement or (B) such
potential transferee is advised of the confidential nature of such information
and agrees to be bound by a confidentiality agreement in form and substance
satisfactory to the Company and consistent with the provisions hereof.  Nothing contained herein shall prevent the
use of Confidential Information in connection with the assertion or defense of
any claim by or against the Company or any Securityholder.


 


(b)                                 As used herein,
“Confidential Information” means any information
concerning the Company, its Subsidiaries, or the financial condition, business,
operations or prospects of the Company, its Subsidiaries, or any Securityholder
(other than with respect to itself) in the possession of or furnished to any
Securityholder (including, without limitation by virtue of its right to
designate a director of the Company or any of its Subsidiaries); provided,
that, the term Confidential Information does not include information which
(i) is or becomes generally available to the public, other than as a
result of a disclosure by a Securityholder or its Affiliates, stockholders,
partners, members, directors, officers, employees, agents, counsel, investment
advisers or representatives (all such Persons being collectively referred to as
“Representatives”) in violation of this
Agreement, or (ii) as established by written documentation, (A) is or
was available to such Securityholder prior to its disclosure to such
Securityholder or its 


 


18

















 


Representatives by the
Company, (B) was or becomes available to such Securityholder from a source
other than the Company or such other Securityholder (including without
limitation information developed independently by such Securityholder), provided
that such source is or was (at the time of receipt of the relevant
information) not, after due inquiry, known by such Securityholder to be bound
by a confidentiality agreement with (or other contractual, legal or fiduciary
obligation of confidentiality to) the Company, such other Securityholder or
another Person, or (C) is independently developed by such Securityholder
without violating any confidentiality agreement with, or other obligation of
secrecy to, the Company.


 


SECTION 16.                                                  MISCELLANEOUS.


 


(a)                                  Headings.  The headings and subheadings in this
Agreement are for convenience of reference only and shall not control or affect
the meaning or construction of any provisions hereof.


 


(b)                                 Entire
Agreement.  This Agreement
contains the entire understanding of the parties with respect to the subject
matter contained herein, and supersedes all prior arrangements or
understandings, both oral and written, with respect thereto.  The Sabre Holders acknowledge and confirm that
the Sabre Stockholders Agreement has been validly terminated and is of no
further force or effect.  The provisions
of this Agreement are in addition to, and not in lieu of, the provisions of any
stock option plan approved by the Board as it relates to Options.  In the event of any conflict between this
Agreement and the provisions of any such plan, such plan shall control in all
respects.


 


(c)                                  Expenses.  Subject to Section 10 hereof, the
Company will reimburse Corinthian and any of its Affiliates, including, without
limitation, Corinthian Capital Group, LLC, for all reasonable out-of-pocket
expenses incurred by them on behalf of or in connection with the Company or its
Subsidiaries, including, without limitation, all costs, fees and expenses
incurred by them in connection with this Agreement and the transactions
occurring on or about the date hereof.


 


(d)                                 Notices.  All notices and other communications
hereunder (each, a “Notice”) shall be (i) delivered
by hand, (ii) sent by nationally recognized overnight courier, (iii) mailed
by first-class certified or registered United States mail, postage-prepaid and
return receipt requested, or (iv) sent by facsimile transmission (with a
confirmed receipt thereof), in each case to the address of the party to receive
such notice or other communication set forth below, or at such other address as
any party hereto may from time to time advise the other parties in a Notice
pursuant to this Section 13(d):


 


(A)                              If to the
Company, to it at:


 


19

















 


Sabre Industries, Inc. 

c/o Corinthian Equity Fund, L.P.

153 East 53rd Street, 59th Floor 

New York, New York  10022

Attention:   Peter Van Raalte


 


With a copy to:


 


LeBoeuf, Lamb, Greene &
MacRae LLP

125 West 55th Street

New York, NY 10019

Attention:  Gary D. Boss, Esq.

Fax:  (212) 424-8500


 


(B)                                If to
Corinthian, to it at:


 


c/o Corinthian Equity Fund,
L.P.

153 East 53rd Street, 59th Floor 

New York, New York  10022

Attention:   Peter Van Raalte


 


With a copy to:


 


LeBoeuf, Lamb, Greene &
MacRae LLP

125 West 55th Street

New York, NY 10019

Attention:  Gary D. Boss, Esq.

Fax:  (212) 424-8500


 


(C)                                If to Mack, to
him at:


 


248 Shadow Valley Bend 

Dakota Dunes, South Dakota  57049 

Fax:  (215) 997-2310


 


With a copy to:


 


Hagen, Wilka &
Archer, P.C.

600 South Main Avenue, Suite 102 

Sioux Falls, South Dakota  57104 

Attention:  John F. Archer, Esq.

Fax:  (402) 492-9222


 


(D)                               If to the
Warrantholders, to them at:


 


20














 


D.B. Zwirn Special
Opportunities Fund, L.P., and

ZM Private Equity Fund I, L.P.

745 Fifth Avenue, Suite 1800

New York, New York  10151

Attention:  Kenneth Lau 

Fax:  (646) 720-9015


 


With a copy to:


 


Latham & Watkins
LLP 

Sears Tower, Suite 5800

233 South Wacker Drive 

Chicago, Illinois  60606 

Attention:  Vik Puri, Esq.

Fax:  (312) 993-9767


 


(E)                                 If to the
Co-Investors, to them at:


 


D.B. Zwirn Special
Opportunities Fund, L.P., and

ZM Private Equity Fund I, L.P.

745 Fifth Avenue, Suite 1800 

New York, New York  10151 

Attention:  Kenneth Lau 

Fax:  (646) 720-9015


 


With a copy to:


 


Latham & Watkins
LLP 

Sears Tower, Suite 5800

233 South Wacker Drive 

Chicago, Illinois  60606 

Attention:  Vik Puri, Esq.

Fax:  (312) 993-9767


 


(F)                                 If to any
CellXion Holder or other Securityholder, to it at its address as it appears in
the records of the Company.


 


(e)                                  Applicable Law
and Submission to Jurisdiction.  This Agreement shall be governed by,
construed and enforced in accordance with the internal laws of the State of
Delaware (without regard to principles of conflict of laws). Subject to Section 16(f),
each of the parties hereto hereby consents to the exclusive jurisdiction of the
United States District Court for the District of Delaware and the Chancery
Court of the State of Delaware (and of the appropriate appellate courts
therefrom) over any suit, action or proceeding arising out of or relating to
this Agreement (including to compel arbitration pursuant to Section 16(f)).  Each party hereto irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of venue in any such court or that any such proceeding which
is brought in accordance with this Section 16(e) has been
brought in an inconvenient forum. 
Subject to applicable law, 


 


21

















 


process in any such
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. 
Without limiting the foregoing and subject to applicable law, each party
agrees that service of process on such party as provided in Section 16(d) shall
be deemed effective service of process on such party.  Nothing herein shall affect the right of any
party to serve legal process in any other manner permitted by law or at equity
or to enforce in any lawful manner a judgment obtained in one jurisdiction in
any other jurisdiction.  WITH RESPECT TO
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS
RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN
ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM.


 


(f)                                    Arbitration.


 


(i)                                     Subject to Section 16(e),
any dispute, controversy or claim arising out of or relating to this Agreement,
or the breach thereof (each a “Dispute”) that the
parties are not able to resolve after good faith efforts over a period of 15
days shall be settled by arbitration conducted in the State of Delaware, and administered
by the American Arbitration Association (the “AAA”).  Such arbitration shall be under the
Commercial Arbitration Rules of the AAA, except as otherwise set forth in
this Section 16(f), and judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.


 


(ii)                                  If any party
asserts there exists a Dispute, such party shall select one arbitrator and the
other party shall select one arbitrator. 
If either party fails to make a selection, the AAA shall select one
arbitrator on behalf of such party.  The
two arbitrators so selected will choose within 20 days after their selection a
third arbitrator (or, if they fail to make a choice, the AAA shall choose a
third arbitrator).


 


(iii)                               In making their
determination, the arbitrators shall not have the authority to modify any term
or provision of this Agreement.  The
decision of any two of the arbitrators shall be final, conclusive and binding
on the parties, absent fraud or manifest error. 
The arbitrators shall award the costs and expenses of the arbitration,
including reasonable attorneys’ fees, disbursements, arbitrators’ fees and fees
payable to the AAA, to the prevailing party as they see fit.  The arbitrators shall deliver a written
decision with respect to the Dispute to each of the parties, who promptly shall
act in accordance therewith.


 


(iv)                              Pre-hearing
discovery shall be limited to exchange or production of documents and other
written information and, for the avoidance of doubt, no party to such
arbitration shall have any right to depose any officers, directors, employees,
agents or other representatives of any other party to such arbitration (and the
arbitrators shall have no authority to compel any such deposition).  The arbitrators shall conduct the arbitration
so that a final accord is made or rendered as soon as practicable, but in no
event later than 120 days after the commencement of the arbitration nor later
than ten days following the completion of the arbitration.


 


22

















 


(g)                                 Severability.  The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.


 


(h)                                 Agreement to be
Bound.  Notwithstanding anything to
the contrary contained in this Agreement, no shares of Stock held by any
Securityholder may be Transferred, unless the proposed transferee, prior to
such Transfer, agrees in writing, in form and substance reasonably satisfactory
to Corinthian, to be bound by the terms of this Agreement to the same extent
and in the same manner as the Securityholder effecting such Transfer.  A copy of such agreement shall be maintained
on file with the Secretary of the Company and shall include the address of such
transferee to which notices hereunder shall be sent.  The Company shall not recognize or record on
its books any Transfers not in accordance with this Section 16(h),
and any such Transfers shall be void and of no force and effect.


 


(i)                                     Assigns.  Except as otherwise provided herein, this
Agreement shall not be assigned by any party hereto without the prior written
consent of the other parties.


 


(j)                                     Amendments;
Waivers.  This Agreement may not be
amended, terminated, modified or supplemented and no waivers of or consents to
departures from the provisions hereof may be given unless consented to in
writing by the Company, Corinthian and Securityholders holding at least a
majority of all outstanding shares of Common Stock and Common Stock Equivalents
of the Company.  This Agreement may not
be amended, modified or supplemented, and waivers may not be given, in a manner
materially adverse to any Securityholder except to the extent Corinthian is equally
adversely affected by such amendment, modification, supplement or waiver.


 


(k)                                  No Third Party
Beneficiaries.  Nothing in
this Agreement, expressed or implied, is intended to confer on any Person other
than the parties hereto and their respective successors and permitted assigns,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.


 


(l)                                     Recapitalization,
etc.  In the event that any capital
stock or other securities are issued in respect of, in exchange for, or in
substitution of, any Stock by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or complete
liquidation, stock dividend, split-up, sale of assets, distribution to
stockholders or combination of any Stock or any other change in capital structure
of the Company, appropriate adjustments shall be made with respect to the
relevant provisions of this Agreement so as to fairly and equitably preserve,
as far as practicable, the original rights and obligations of the parties
hereto under this Agreement.


 


23

















 


(m)                               Counterparts.  This Agreement may be executed in two or more
counterparts (including by facsimile transmission) each of which shall be
deemed an original but all of which shall constitute one and the same
Agreement.


 


(n)                                 Term of
Agreement.  This
Agreement shall automatically terminate on the occurrence of any of the
following events: (i) the cessation of the Company’s business or the
occurrence of any Liquidity Event; (ii) whenever one holder owns all of
the shares of Stock of the Company and no Options are outstanding; (iii) the
date of termination by written consent in accordance with Section 16(j) hereof;
or (iv) the time that a registration statement with respect to an
underwritten public offering of the Common Stock is declared effective by the
Securities and Exchange Commission (an “IPO”); provided,
however, that the provisions of Sections 13 and 14 (and
any other provisions hereof required to give effect to the provisions of Section 13
or 14) shall continue until terminated; provided, further,
that if such IPO is not consummated, at such time as the applicable
Registration Statement is withdrawn, the termination provided in this Section 16(n) shall
be void and such rights shall be reinstated and in force as if such termination
had not occurred.


 


(o)                                 Measurement of
Co-Investors’ Stock.  The parties
acknowledge and agree that certain rights of the Co-Investors under this
Agreement have been granted in consideration of its purchase of the
Co-Investment Shares and that such rights are unrelated to the Warrants.  Accordingly, for purposes of this Agreement
and notwithstanding anything to the contrary contained in this Agreement, each
Co-Investor and each Warrantholder shall at all times be treated as separate
and unrelated Persons with separate and unrelated holdings of Stock.  Without limiting the foregoing, (i) any
measurement of the Common Stock or Common Stock Equivalents owned by either
Co-Investor shall exclude the Warrants and any Common Stock or Common Stock
Equivalents issued on account of the Warrants or any Common Stock or Common
Stock Equivalent issued directly or indirectly in respect of the Warrants and (ii) the
forgoing shall also apply with respect to either Warrantholder mutatis mutandis.


 


(p)                                 Current
Capitalization.  The parties
acknowledge and agree that as a result of the issuances and exchanges of
securities and other transactions described generally in the recitals to this
Agreement, all of the outstanding shares of Common Stock, Options and
Convertible Securities of the Company are held, as of the date of hereof,
beneficially and of record as set forth on Schedule I.


 


[Signature pages follow.]


 


24














 


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


 


 


	
   

  	
  Company:

  
	
   

  	
   

  
	
   

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Kenneth Clay

  
	
   

  	
   

  	
  Name:
  C. Kenneth Clay

  
	
   

  	
   

  	
  Title:
  VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Securityholders:

  
	
   

  	
   

  
	
   

  	
  CORINTHIAN
  SC, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Kenneth Clay

  
	
   

  	
   

  	
  Name:
  C. Kenneth Clay

  
	
   

  	
   

  	
  Title:
  VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  James D. Mack

  
	
   

  	
  James
  D. Mack

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  D.B.
  ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., in its capacity as Warrantholder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  D.B.
  Zwirn Partners, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Zwirn
  Holdings, LLC, its managing partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence D. Cutter

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE
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  ZM
  PRIVATE EQUITY FUND I, L.P, in its capacity as Warrantholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Quinn Morgan

  
	
   

  	
   

  	
  Name:

  	
  Quinn
  Morgan

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  D.B.
  ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., in its capacity as Co-Investor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  D.B.
  Zwirn Partners, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Zwirn
  Holdings, LLC, its managing partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence D. Cutter

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ZM
  PRIVATE EQUITY FUND I, L.P, in its capacity as Co-Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Quinn Morgan

  
	
   

  	
   

  	
  Name:

  	
  Quinn
  Morgan

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


Sabre
Industries Stockholder Agreement Signature Page


 

















 


	
   

  	
  SCHOONOVER
  INVESTMENTS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Schoonover
  GP, L.L.C., 

  
	
   

  	
   

  	
  general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Schoonover

  
	
   

  	
   

  	
  Name:
  Steven Schoonover

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BENT
  TREE INTERESTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Charlotte Wingfield

  
	
   

  	
   

  	
  Name:
  Charlotte Wingfield

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TODD
  INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary Todd

  
	
   

  	
   

  	
  Name:

  	
  Gary
  Todd

  
	
   

  	
   

  	
  Title:

  	
  General
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FREDRICKSON
  HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Fredrickson

  
	
   

  	
   

  	
  Name:

  	
  David
  Fredrickson

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Jeffrey Hood

  
	
   

  	
  Jeffrey
  Hood

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Gerard F. Maxwell, Jr.

  
	
   

  	
  Gerard F.
  Maxwell, Jr.

  



 


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  MOSCOLA,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph Moscola

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  Moscola

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Wendy Vickrey

  
	
   

  	
  Wendy Vickrey

  



 


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  BROOKSIDE PECKS CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David D. Buttolph

  
	
   

  	
   

  	
  Name:

  	
  David
  D. Buttolph

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  David J. Peters

  
	
   

  	
  David
  J. Peters

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Eric Letsche

  
	
   

  	
  Eric
  Letsche

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Lloyd Myers

  
	
   

  	
  Lloyd
  Myers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Timothy Russell

  
	
   

  	
  Timothy
  Russell

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Stanley Racis

  
	
   

  	
  Stanley
  Racis

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Connie Aasen

  
	
   

  	
  Connie
  Aasen

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Brian Newberg

  
	
   

  	
  Brian
  Newberg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Keith Tindall

  
	
   

  	
  Keith
  Tindall

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Michael Coghlan

  
	
   

  	
  Michael Coghlan

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Delvin Wilde

  
	
   

  	
  Delvin Wilde

  



 


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  /s/
  Robert Hubbell

  
	
   

  	
  Robert Hubbell

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Stephen Yeo

  
	
   

  	
  Stephen
  Yeo

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Rex Martindale

  
	
   

  	
  Rex
  Martindale

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Jeffrey Degroot

  
	
   

  	
  Jeffrey
  Degroot

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Richard Hitchcock

  
	
   

  	
  Richard
  Hitchcock

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Michael
  Checchio

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Dean Barkman

  
	
   

  	
  Dean
  Barkman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Don Castleberg

  
	
   

  	
  Don
  Castleberg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  John Pleiss

  
	
   

  	
  John
  Pleiss

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Robert D. Henry

  
	
   

  	
  Robert
  D. Henry

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Lloyd Clark, III

  
	
   

  	
  Lloyd
  Clark, III

  



 


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