This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 2, 2007, is made by and between Warren B. Kanders (“Kanders”), Highland Equity LLC (“Equity LLC”), Kanders & Company, Inc. (“Kanders Inc.”), Russell F. Warren, Jr. (“Warren”), Fieldpoint Capital, LLC (“Fieldpoint”), Robert W. Pangia (“Pangia”), Ivy Healthcare Capital II, L.P. (“Ivy”), Dennis W. O’Dowd (“O’Dowd”) and Virgilio Rene Veloso (“Veloso”, and collectively with Kanders, Equity LLC, Kanders Inc., Warren, Fieldpoint, Pangia, Ivy and O’Dowd, the “Stockholders” and each a “Stockholder”), with respect to shares of Stock (as hereinafter defined) of Highlands Acquisition Corp., a Delaware corporation (the “Company”).
W I T N E S S E T H :
WHEREAS, each of the Stockholders is the record and beneficial owner of, has voting control of, and/or has subscribed to purchase, the number of issued and outstanding, or to be issued and outstanding, shares of Stock of the Company set forth opposite such Stockholder’s name on Schedule A hereto; and
WHEREAS, each of the Stockholders desires to provide reasonable restrictions upon the transfer of the Stock and to agree to vote his shares in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agrees as follows:
For purposes of this Agreement, the following terms shall have the meanings indicated:
“Affiliate” of any party shall mean (i) any other party who, directly or indirectly, is in control of, is controlled by or is under common control with such first party; (ii) any party who is a director, executive officer or partner of such first party or any party described in clause (i) above; or (iii) any party who is an immediate family member of such party or a trust for the benefit of such family member.
“Co-Investment Subscription Agreements” shall mean the subscription agreements between the Company and each Stockholder, respectively, pursuant to which the Stockholders severally subscribed and agreed to purchase an aggregate of 1,000,000 units, with each unit consisting of one share of Common Stock and one warrant to purchase one-share of Common Stock at $7.50 per share (the “Co-Investment Units”), for an aggregate purchase price of $10,000,000 in a private placement of such units to be conducted by the Company immediately prior to the consummation of the Initial Business Combination (as defined below).
“Common Stock” shall mean the common stock, par value $.0001 per share, of the Company.
“Founders Unit” shall have the meaning as set forth in Article IV of this Agreement.
“Initial Business Combination” shall mean the first acquisition, through merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction by the Company of another business occurring after the initial public offering of the Company.
“IPO” shall mean the initial public offering by the Company of units (each a “Unit”), with each Unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock, with a per Unit price of $10.00 and aggregate gross proceeds to the Company of at least $100,000,000.
“Ivy Representative” shall mean Warren or, in the event of the death of Warren, such individual appointed by a majority of the Ivy Stockholders.
“Ivy Stockholders” shall mean, collectively, Warren, Fieldpoint, Pangia, Ivy, O’Dowd and Veloso.
“Kanders Representative” shall mean Kanders or, in the event of the death of Kanders, such individual appointed by a majority of the Kanders Stockholders.
“Kanders Stockholders” shall mean, collectively, Kanders, Equity LLC and Kanders Inc.
“Sponsors’ Warrants” shall mean the warrants to purchase an aggregate of 3,250,000 shares of Common Stock, at an exercise price of $7.50 per share, for an aggregate purchase price of $3,250,000 for which the Stockholders have severally subscribed and agreed to purchase, simultaneously with the consummation of the IPO, pursuant to subscription agreements between the Company and each Stockholder party thereto.