Voting Agreement, Proxies and Voting Trust Kit — Any State

DOCUMENT 1

VOTING AGREEMENT

[CORPORATION NAME]

This Voting Agreement (the "Agreement") is made effective as of [EFFECTIVE DATE] among the shareholders of [CORPORATION NAME], a [STATE OF INCORPORATION] corporation (the "Corporation"), listed in Schedule A (each a "Shareholder" and together the "Shareholders") [, and the Corporation, which signs to acknowledge the Agreement and to perform Section 7, OR DELETE].

The Shareholders together hold [SHARES HELD BY THE SHAREHOLDERS] shares of the [common] stock of the Corporation, being [PERCENTAGE OF VOTING POWER]% of its voting power. They wish to agree on how those shares will be voted, as the [STATE CORPORATION STATUTE] (the "Act") permits. They agree as follows.

1. Shares Subject to this Agreement. This Agreement applies to all shares of the Corporation that each Shareholder now owns, as listed in Schedule A, and to all shares a Shareholder later acquires by purchase, dividend, split, exchange, conversion or otherwise (the "Shares"). Each Shareholder will vote the Shares, in person or by proxy, at every annual and special meeting of shareholders and in every written consent, as this Agreement provides.

2. Election of Directors. The Shareholders will vote the Shares so that the Board of Directors consists of [NUMBER OF DIRECTORS] directors, elected as follows: (a) [NUMBER OF DIRECTORS DESIGNATED BY GROUP A] director or directors designated by [DESIGNATING SHAREHOLDER OR GROUP A — e.g., "the holders of a majority of the Shares held by the Founders listed in Schedule A"], initially [INITIAL DESIGNEE(S) OF GROUP A]; (b) [NUMBER OF DIRECTORS DESIGNATED BY GROUP B] director or directors designated by [DESIGNATING SHAREHOLDER OR GROUP B], initially [INITIAL DESIGNEE(S) OF GROUP B]; [and (c) NUMBER OF INDEPENDENT DIRECTORS director(s) not employed by the Corporation or affiliated with any Shareholder, designated by mutual agreement of the persons entitled to designate under (a) and (b), initially INITIAL INDEPENDENT DESIGNEE, OR DELETE]. A person entitled to designate a director may remove that director at any time, with or without cause, and designate a successor, by written notice to the other Shareholders and the Corporation, and the Shareholders will vote the Shares to give effect to the removal and the replacement. No Shareholder will vote to remove a director designated by another person except for cause [, and no Shareholder will vote to change the number of directors without the consent of the persons entitled to designate].

3. Other Matters. The Shareholders will vote the Shares [as directed by the holders of a majority of the Shares OR as the Shareholders unanimously agree OR as directed by LEAD SHAREHOLDER NAME] on the following matters, and on no others: [LIST OF MATTERS — e.g., "any amendment of the articles or bylaws; any merger, sale of all or substantially all assets, conversion or dissolution; any issuance of shares or securities convertible into shares; any change in the number of directors; any shareholders' agreement"]. On every other matter each Shareholder votes the Shares as it sees fit. [In addition, the Shareholders will vote the Shares against any proposal to DESCRIBE PROHIBITED PROPOSAL, OR DELETE]

4. Drag-Along. [If the holders of SALE APPROVAL PERCENTAGE% of the Shares approve a sale of the Corporation — by merger, sale of all shares or sale of all or substantially all assets — to a buyer that is not an affiliate of any approving Shareholder, for consideration paid to all shareholders of the same class on the same per-share terms, each Shareholder will vote the Shares in favor of the sale, waive any appraisal or dissenters' rights, sell its Shares on those terms if the sale is structured as a share sale, and sign the documents reasonably required, provided that no Shareholder is required to give representations other than about its own title and authority, or to assume liability beyond the proceeds it receives, OR DELETE THIS SECTION]

5. Irrevocable Proxy. To secure each Shareholder's performance of this Agreement, each Shareholder grants to [PROXY HOLDER UNDER THE AGREEMENT — e.g., "the Secretary of the Corporation" OR "LEAD SHAREHOLDER NAME"] (the "Proxy Holder") an irrevocable proxy, coupled with an interest, with full power of substitution, to vote the Shares in accordance with Sections 2, 3 and 4 at any meeting or in any written consent, if and only if the Shareholder fails to vote the Shares as this Agreement requires or votes them contrary to it. The Proxy Holder will exercise the proxy only to give effect to this Agreement. This proxy is irrevocable for the term of this Agreement, is coupled with an interest sufficient under the Act to support an irrevocable proxy, survives the death, incapacity, dissolution or bankruptcy of the Shareholder, and binds every transferee of the Shares who takes with notice of this Agreement.

6. Transfers. No Shareholder will sell, give, pledge or otherwise transfer any Shares [except as the Shareholders' Agreement dated SHAREHOLDERS' AGREEMENT DATE permits, OR DELETE] unless the transferee first signs a joinder agreeing to be bound by this Agreement as a Shareholder. A transfer in violation of this Section is void. A Shareholder may pledge Shares to a lender only if the lender agrees in writing that the pledge is subject to this Agreement.

7. Legend; Corporation's Undertaking. Each certificate (or, for uncertificated Shares, the ledger entry and the notice the Act requires) for the Shares will bear this legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT DATED [EFFECTIVE DATE] AND AN IRREVOCABLE PROXY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. ANY TRANSFEREE TAKES THE SHARES SUBJECT TO THEM." The Corporation acknowledges this Agreement, will keep a copy at its principal office, will place the legend, will not record a transfer made in violation of Section 6, and will give effect to the proxy in Section 5 and to votes cast under this Agreement.

8. Term and Termination. This Agreement continues until the earliest of: (a) [TERM END DATE OR "ten (10) years after the Effective Date"]; (b) the written agreement of [all the Shareholders OR the holders of TERMINATION PERCENTAGE% of the Shares]; (c) the closing of a sale of the Corporation approved under Section 4 [or of a firm-commitment underwritten public offering of the Corporation's shares]; or (d) the date on which the Shareholders together hold less than [MINIMUM AGGREGATE PERCENTAGE]% of the voting power of the Corporation. [The Shareholders may extend the term by written agreement before it ends, OR DELETE] On termination the Corporation will remove the legend on request.

9. Remedies. The Shareholders agree that the Shares are unique, that damages would be an inadequate remedy for a breach of this Agreement, and that each Shareholder and the Corporation are entitled to specific performance and injunctive relief to enforce it, without posting bond, in addition to every other remedy. A vote cast in violation of this Agreement is void to the extent the Act allows, and the Proxy Holder may vote the Shares in its place under Section 5.

10. General. This Agreement is the entire agreement among the Shareholders about voting the Shares [and supplements the Shareholders' Agreement, which governs transfers and buy-sell events; if they conflict on a voting matter this Agreement governs]. It may be amended only in a writing signed by [all the Shareholders OR the holders of AMENDMENT PERCENTAGE% of the Shares] [and the Corporation]. It binds and benefits the parties and their heirs, representatives, successors and permitted transferees, is governed by the law of the State of [GOVERNING LAW STATE] without regard to its conflict-of-laws rules, and may be signed in counterparts and electronically. Any lawsuit about this Agreement must be filed in the state or federal courts sitting in [COUNTY AND STATE FOR LAWSUITS], to whose jurisdiction the parties submit. Notices go to the addresses in Schedule A. If any provision is unenforceable the rest stands. Each Shareholder has had the opportunity to consult its own advisors.

______________________________
[SHAREHOLDER 1 NAME] — [SHARES] shares

______________________________
[SHAREHOLDER 2 NAME] — [SHARES] shares

______________________________
[SHAREHOLDER 3 NAME, OR DELETE] — [SHARES] shares

______________________________
By: [CORPORATE SIGNATORY NAME], [TITLE]

INSTRUCTION SHEET

Voting Agreement, Proxies and Voting Trust Kit

Who controls a corporation is decided by who votes its shares. Shareholders who want certainty about that — two founders who each want a seat on the board whatever happens to the share count; a family that wants the next generation to vote as a block; an investor who wants a say on major decisions; a lender or buyer who wants the shares voted its way until it is paid; a parent who wants a trusted adviser to vote the shares — use one of four instruments, all of which every state's corporation statute expressly allows.

Document 1, the Voting Agreement, is a contract among shareholders: each promises to vote for the directors the others designate and, if the parties choose, to vote together on major matters and to join a sale approved by a stated majority (a "drag-along"). It is backed by an irrevocable proxy that lets a designated person cast the vote if a party refuses, and by a legend on the certificates that binds anyone who buys the shares. Document 2, the Irrevocable Proxy, gives one person the right to vote another's shares, and cannot be revoked while the interest it secures continues. Document 3, the Standing Proxy, is the ordinary, revocable kind, written to cover every meeting until revoked rather than one meeting. Document 4, the Voting Trust, transfers the shares themselves to a trustee for a term of years; the trustee votes, the beneficiaries keep the dividends and get the shares back at the end.

Use this kit if: your corporation is privately held, in any U.S. state or the District of Columbia, and some or all of its shareholders want to fix how their shares will be voted.

Use a different form if: you also need transfer restrictions, a right of first refusal and buy-sell provisions — the Shareholders' Agreement (Form US-CORP-03) contains those, and a voting agreement is often signed alongside it; you want a proxy for a single meeting — the Corporate Meetings Kit (Form US-CORP-04) has it; the corporation has publicly traded shares (federal proxy and disclosure rules apply); or the arrangement is for a limited liability company, whose operating agreement does this directly.

• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [CORPORATION NAME]. Replace the whole bracket — including the brackets — with your information, and remove the highlight if you wish. Use Find and Replace for the corporation name.

• Some fields offer choices, written as "OPTION A" OR "OPTION B". Pick one, type that text in place of the entire bracket, and delete the alternatives. Never leave both options in the signed document. Sections marked "OR DELETE THIS SECTION" are optional.

• Each document begins on its own page. Delete the documents you are not using, and delete the "Contents of this kit" page and the cover page before signing. Deliver a signed copy of every instrument to the Secretary of the corporation, who files it at the principal office, places the legend on the certificates and gives effect to it at meetings.

• Read the articles and bylaws first. They may require a particular vote for the matters you list, allow cumulative voting (which affects how many directors a group can elect), or restrict proxies and voting trusts; the kit's defaults assume they do not. The state edition of this kit lists your state's rules on proxy duration and voting-trust term.