Voting Agreement

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This Voting Agreement will detail how major shareholders will vote in favor of a certain designee who wants to join the company's board of directors.

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This Voting Agreement is between a company and its major common shareholders and holders of Series A Convertible Preferred Stock. This agreement details how the party shareholders shall vote their shares of company stock in favor of certain designees who desire to join the company's board of directors.

The agreement includes provisions regarding the filling of vacancies on the board, covenant to vote and successors-in-interest of the investors voting rights. It also includes the language of the legend which each certificate representing voting shares will carry.

This Voting Agreement includes the following provisions:
  • Parties: Sets out the name of the company and its major stockholders;
  • Agreement to Vote: Includes provisions regarding major and investor stockholder votes, covenants to vote and filling of vacancies;
  • Certificate Legend: Specifies the language which must be placed on the certificates of those shareholders who will allow another to vote their interests;
  • Signatures: This agreement must be signed by a company representative, major shareholders and investors.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Voting Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Voting Agreement

 

 
This Voting Agreement (the Agreement) is made as of _________ [date], by and between _______________________ [company], a _________ [state] corporation (the Company), _______________________________________ [major shareholders] (the Major Common Stockholders) and the holders of shares of Series A Convertible Preferred Stock (the Series A Preferred Stock) listed on Exhibit A (collectively, the Investors and individually, the Investor). The Major Common Stockholders and the Investors shall collectively be referred to as the Holder or the Holders, as the case may be.
 
RECITALS 
 
The Company and the Investors have entered into a Series A Convertible Preferred Stock Purchase Agreement (the Purchase Agreement) of even date herewith pursuant to which the Company desires to sell to certain of the Investors and certain of the Investors desire to purchase from the Company shares of the Companys Series A Preferred Stock. A condition to the Investors obligations under the Purchase Agreement is that the Company and the Holders enter into this Agreement for the purpose of setting forth the terms and conditions pursuant to which certain of the Holders shall vote their shares of the Companys voting stock in favor of certain designees to the Companys Board of Directors. The Amended and Restated Certificate of Incorporation of the Company, as amended to date and now in effect (the Restated Certificate), provides that, subject to certain requirements and restrictions contained therein, there shall be [two (2)] directors elected by the holders of the Companys Series A Preferred Stock (the Series A Directors), [two (2)] directors elected by the holders of the Companys Common Stock (the Common Directors) and [one (1)] director elected by the holders of a majority of the Series A Preferred Stock and a majority of the Common Stock (the Joint Director), with the remaining directors (if any) to be elected by the holders of the Companys Preferred Stock and Common Stock voting together as a single class (the At-Large Directors). The Company and the Holders each desire to facilitate the voting arrangements set forth in this Agreement, and the sale and purchase of shares of Series A Preferred Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth below.
 
 
AGREEMENT 
 
The parties agree as follows:
 
1. Agreement to Vote.
 
(a) Election of Directors.
 
(i) Major Common Stockholder Vote. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Major Common Stockholders agree to vote or act with respect to their shares so as to elect the then-incumbent Chief Executive Officer of the Company as one of the Common Directors.
 
In the event of a vacancy resulting from the resignation, death, removal or disqualification of the Chief Executive Officer as a director, the vacancy shall be filled in accordance with this Section. The Holders shall promptly vote or act with respect to their shares of capital stock of the Company to remove the director elected pursuant to this Section in the event such director ceases to be the Chief Executive Officer of the Company.
 
(ii) Investor Vote. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Investors agree to vote or act with respect to their shares so as to elect the Series A Directors as follows:
 
(A) one (1) member of the Companys Board of Directors designated by _________________________ [INVESTOR A] or its affiliates ([INVESTOR A]) so long as ________________ [INVESTOR A] owns at least fifty percent (50%) of the shares of Series A Preferred Stock held by _____________ [INVESTOR A] as of the date hereof, which designee shall initially be ____________________ [INVESTOR A DESIGNEE]; and
 
(B) one (1) member of the Companys Board of Directors designated by _______________ [INVESTOR B] or its affiliates ([INVESTOR B]) so long as _______________ [INVESTOR B] owns at least fifty percent (50%) of the shares of Series A Preferred Stock held by _______________ [INVESTOR B] as of the date hereof, which designee shall initially be ______________________ [INVESTOR B DESIGNEE].
 
(iii) Holder Vote. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, each of the Major Common Stockholders and Investors agree to vote or act with respect to their shares so as to elect the Joint Director who shall be approved by the holders of a majority of the Series A Preferred Stock and the holders of a majority of the Common Stock, which the parties hereto agree shall initially be ___________________________ [JOINT DIRECTOR DESIGNEE].
 
(b) Certain Resignations or Removals. Any party or parties having the right to nominate or elect a director pursuant to Section 1(a) also shall have the right to request the resignation or removal of the director so nominated and elected. In such event, such director shall immediately resign or be subject to removal by a vote of the stockholders of the Company in accordance with the Restated Certificate and applicable law and subject to the terms hereof, and each of the Holders shall vote all of their shares entitled to vote (the Voting Shares) in favor of such removal. If such directors shall fail to resign, any Holder shall have the right to call a special meeting of stockholders or initiate an action by written consent of the stockholders for the purpose of removing such director and each Holder shall vote all of his or her Voting Shares entitled to vote at such meeting or in connection with such consent in favor of removal.
 
(c) Filling Vacancies. In the event of the resignation, death, or proper removal or disqualification of a director, the party which had the right to nominate such director pursuant to Section 1(a) shall promptly nominate a new director and, after written notice of the nomination has been given by such party to each of the parties hereto, each Holder will vote his or its Voting Shares to elect such nominee to the Board of Directors.
 
(d) Covenant to Vote. Each Holder shall appear in person or by proxy at any annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote the Voting Shares owned by such Holder, either in person or by proxy, at any annual or special meeting of stockholders of the Company called for the purpose of voting on the election of directors or by consensual action of the stockholders with respect to the election of directors, in favor of the election of the directors nominated in accordance with Sections 1(a) or 1(c) hereof. In addition, each Holder shall appear in person or by proxy at any annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote the Voting Shares owned by such Holder entitled to vote upon any other matter submitted to a vote of the stockholders of the Company, either in person or by proxy, at any annual meeting or special meeting of the stockholders of the Company or consensual action of stockholders, in a manner so as to be consistent and not in conflict with, and to implement, the terms of this Agreement.
 
2. Successors in Interest of the Investors. The provisions of this Agreement shall be binding upon the successors in interest of the Investors to any of the Investors Voting Shares. The Company shall not permit the transfer of any Investors Voting Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement, satisfactory in form and substance to the Company, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person was an Investor hereunder.
 
3. Legend on Certificates. Each certificate representing Voting Shares held by the Investors or any assignee or transferee of the Investors shall bear the following legend:
 
THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.
 
A counterpart of this Agreement shall be deposited with the Company at its principal office and shall be subject to the same rights of examination by a stockholder of the Company (or a proposed bona fide assignee or transferee thereof), in person or by agent or attorney, as are the books and records of the Company.
 
4. No Liability for Election of Recommended Directors. Neither the parties hereto nor any officer, director, stockholder, partner, employee or agent of any such party makes any representation or warranty as to the fitness or competence of any Designee hereunder to serve on the Board of Directors of the Company by virtue of such partys execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.
 
5. Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.
 
6. Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by and party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreement shall be the proper subject of temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
 
7. Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.
 
8. Termination. This Agreement shall terminate upon the earlier of (a) a firm commitment underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, which results in gross cash proceeds to the Company of $[amount]; or (b) the date on which the Company first becomes subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 as amended.
 
9. Amendments and Waivers. Any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the holders of at least a majority of the shares of voting securities held by the Investors and (ii) the holders of at least a majority of the shares of voting securities held by the Major Common Stockholders; provided, however, that Section 1(a)(i) in respect of the election of the Common Directors may be amended solely by the holders of at least a majority of the shares of voting securities held by the Major Common Stockholders and Section 1(a)(ii) in respect of the election of the Series A Directors may be amended solely by the holders of at least a majority of the shares of voting securities held by the Investors. Any amendment or waiver affected in accordance with this Section 9 shall be binding upon the Company and the Holders, and each of their respective successors, permitted transferees and assigns (subject to the terms and limitations of such amendment or waiver).
 
10. Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the like, any securities issued with respect to the Investors shall become Voting Shares for purposes of this Agreement.
 
11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
 
12. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of ______________, without giving effect to principles of conflicts of law.
 
13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
 
14. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
 
15. Successors and Assigns. Except as otherwise provided in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.
 
16. Other Matters. This Agreement shall not affect the rights of the Investors with respect to voting on any matters on which the stockholders of the Company are entitled to vote, whether granted by law or by the Certificate of Incorporation, as amended from time to time, except with respect to the election of directors of the Company.
 
17. Entire Agreement. There are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof except as expressly referred to herein.
[Signature Pages Follow]
 
 
 
The parties hereto have executed this Voting Agreement as of the date first written above.
 
COMPANY:
 
[COMPANY] 
 
By: _______________  
[Name of CEO] 
Chief Executive Officer
Company Address:
_______________
_______________
Fax Number: ________  
 
MAJOR COMMON 
STOCKHOLDER:
 
_______________
[MAJOR SHAREHOLDERS] 
 
INVESTORS:
 
_______________
[INVESTORS]
 
 
EXHIBIT A
SCHEDULE OF INVESTORS 
 
 
Investor
Record Holder
Number of Shares
 
 
 
 
 
 
 
 
 
Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43686
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Voting Agreement

 

 
This Voting Agreement (the Agreement) is made as of _________ [date], by and between _______________________ [company], a _________ [state] corporation (the Company), _______________________________________ [major shareholders] (the Major Common Stockholders) and the holders of shares of Series A Convertible Preferred Stock (the Series A Preferred Stock) listed on Exhibit A (collectively, the Investors and individually, the Investor). The Major Common Stockholders and the Investors shall collectively be referred to as the Holder or the Holders, as the case may be.
 
RECITALS 
 
The Company and the Investors have entered into a Series A Convertible Preferred Stock Purchase Agreement (the Purchase Agreement) of even date herewith pursuant to which the Company desires to sell to certain of the Investors and certain of the Investors desire to purchase from the Company shares of the Companys Series A Preferred Stock. A condition to the Investors obligations under the Purchase Agreement is that the Company and the Holders enter into this Agreement for the purpose of setting forth the terms and conditions pursuant to which certain of the Holders shall vote their shares of the Companys voting stock in favor of certain designees to the Companys Board of Directors. The Amended and Restated Certificate of Incorporation of the Company, as amended to date and now in effect (the Restated Certificate), provides that, subject to certain requirements and restrictions contained therein, there shall be [two (2)] directors elected by the holders of the Companys Series A Preferred Stock (the Series A Directors), [two (2)] directors elected by the holders of the Companys Common Stock (the Common Directors) and [one (1)] director elected by the holders of a majority of the Series A Preferred Stock and a majority of the Common Stock (the Joint Director), with the remaining directors (if any) to be elected by the holders of the Companys Preferred Stock and Common Stock voting together as a single class (the At-Large Directors). The Company and the Holders each desire to facilitate the voting arrangements set forth in this Agreement, and the sale and purchase of shares of Series A Preferred Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth below.
 
 
AGREEMENT 
 
The parties agree as follows:
 
1. Agreement to Vote.
 
(a) Election of Directors.
 
(i) Major Common Stockholder Vote. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Major Common Stockholders agree to vote or act with respect to their shares so as to elect the then-incumbent Chief Executive Officer of the Company as one of the Common Directors.
 
In the event of a vacancy resulting from the resignation, death, removal or disqualification of the Chief Executive Officer as a director, the vacancy shall be filled in accordance with this Section. The Holders shall promptly vote or act with respect to their shares of capital stock of the Company to remove the director elected pursuant to this Section in the event such director ceases to be the Chief Executive Officer of the Company.
 
(ii) Investor Vote. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Investors agree to vote or act with respect to their shares so as to elect the Series A Directors as follows:
 
(A) one (1) member of the Companys Board of Directors designated by _________________________ [INVESTOR A] or its affiliates ([INVESTOR A]) so long as ________________ [INVESTOR A] owns at least fifty percent (50%) of the shares of Series A Preferred Stock held by _____________ [INVESTOR A] as of the date hereof, which designee shall initially be ____________________ [INVESTOR A DESIGNEE]; and
 
(B) one (1) member of the Companys Board of Directors designated by _______________ [INVESTOR B] or its affiliates ([INVESTOR B]) so long as _______________ [INVESTOR B] owns at least fifty percent (50%) of the shares of Series A Preferred Stock held by _______________ [INVESTOR B] as of the date hereof, which designee shall initially be ______________________ [INVESTOR B DESIGNEE].
 
(iii) Holder Vote. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, each of the Major Common Stockholders and Investors agree to vote or act with respect to their shares so as to elect the Joint Director who shall be approved by the holders of a majority of the Series A Preferred Stock and the holders of a majority of the Common Stock, which the parties hereto agree shall initially be ___________________________ [JOINT DIRECTOR DESIGNEE].
 
(b) Certain Resignations or Removals. Any party or parties having the right to nominate or elect a director pursuant to Section 1(a) also shall have the right to request the resignation or removal of the director so nominated and elected. In such event, such director shall immediately resign or be subject to removal by a vote of the stockholders of the Company in accordance with the Restated Certificate and applicable law and subject to the terms hereof, and each of the Holders shall vote all of their shares entitled to vote (the Voting Shares) in favor of such removal. If such directors shall fail to resign, any Holder shall have the right to call a special meeting of stockholders or initiate an action by written consent of the stockholders for the purpose of removing such director and each Holder shall vote all of his or her Voting Shares entitled to vote at such meeting or in connection with such consent in favor of removal.
 
(c) Filling Vacancies. In the event of the resignation, death, or proper removal or disqualification of a director, the party which had the right to nominate such director pursuant to Section 1(a) shall promptly nominate a new director and, after written notice of the nomination has been given by such party to each of the parties hereto, each Holder will vote his or its Voting Shares to elect such nominee to the Board of Directors.
 
(d) Covenant to Vote. Each Holder shall appear in person or by proxy at any annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote the Voting Shares owned by such Holder, either in person or by proxy, at any annual or special meeting of stockholders of the Company called for the purpose of voting on the election of directors or by consensual action of the stockholders with respect to the election of directors, in favor of the election of the directors nominated in accordance with Sections 1(a) or 1(c) hereof. In addition, each Holder shall appear in person or by proxy at any annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote the Voting Shares owned by such Holder entitled to vote upon any other matter submitted to a vote of the stockholders of the Company, either in person or by proxy, at any annual meeting or special meeting of the stockholders of the Company or consensual action of stockholders, in a manner so as to be consistent and not in conflict with, and to implement, the terms of this Agreement.
 
2. Successors in Interest of the Investors. The provisions of this Agreement shall be binding upon the successors in interest of the Investors to any of the Investors Voting Shares. The Company shall not permit the transfer of any Investors Voting Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement, satisfactory in form and substance to the Company, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person was an Investor hereunder.
 
3. Legend on Certificates. Each certificate representing Voting Shares held by the Investors or any assignee or transferee of the Investors shall bear the following legend:
 
THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.
 
A counterpart of this Agreement shall be deposited with the Company at its principal office and shall be subject to the same rights of examination by a stockholder of the Company (or a proposed bona fide assignee or transferee thereof), in person or by agent or attorney, as are the books and records of the Company.
 
4. No Liability for Election of Recommended Directors. Neither the parties hereto nor any officer, director, stockholder, partner, employee or agent of any such party makes any representation or warranty as to the fitness or competence of any Designee hereunder to serve on the Board of Directors of the Company by virtue of such partys execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.
 
5. Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.
 
6. Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by and party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreement shall be the proper subject of temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
 
7. Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.
 
8. Termination. This Agreement shall terminate upon the earlier of (a) a firm commitment underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, which results in gross cash proceeds to the Company of $[amount]; or (b) the date on which the Company first becomes subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 as amended.
 
9. Amendments and Waivers. Any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the holders of at least a majority of the shares of voting securities held by the Investors and (ii) the holders of at least a majority of the shares of voting securities held by the Major Common Stockholders; provided, however, that Section 1(a)(i) in respect of the election of the Common Directors may be amended solely by the holders of at least a majority of the shares of voting securities held by the Major Common Stockholders and Section 1(a)(ii) in respect of the election of the Series A Directors may be amended solely by the holders of at least a majority of the shares of voting securities held by the Investors. Any amendment or waiver affected in accordance with this Section 9 shall be binding upon the Company and the Holders, and each of their respective successors, permitted transferees and assigns (subject to the terms and limitations of such amendment or waiver).
 
10. Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the like, any securities issued with respect to the Investors shall become Voting Shares for purposes of this Agreement.
 
11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
 
12. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of ______________, without giving effect to principles of conflicts of law.
 
13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
 
14. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
 
15. Successors and Assigns. Except as otherwise provided in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.
 
16. Other Matters. This Agreement shall not affect the rights of the Investors with respect to voting on any matters on which the stockholders of the Company are entitled to vote, whether granted by law or by the Certificate of Incorporation, as amended from time to time, except with respect to the election of directors of the Company.
 
17. Entire Agreement. There are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof except as expressly referred to herein.
[Signature Pages Follow]
 
 
 
The parties hereto have executed this Voting Agreement as of the date first written above.
 
COMPANY:
 
[COMPANY] 
 
By: _______________  
[Name of CEO] 
Chief Executive Officer
Company Address:
_______________
_______________
Fax Number: ________  
 
MAJOR COMMON 
STOCKHOLDER:
 
_______________
[MAJOR SHAREHOLDERS] 
 
INVESTORS:
 
_______________
[INVESTORS]
 
 
EXHIBIT A
SCHEDULE OF INVESTORS 
 
 
Investor
Record Holder
Number of Shares
 
 
 
 
 
 
 
 
 

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