Corporate Governance Agreement

CORPORATE GOVERNANCE AGREEMENT

This Corporate Governance Agreement (the Agreement) is made as of by and between Company Name: , a corporation organized under the laws of , with its principal place of business at (Company), and Shareholder Name: , with address at (Shareholder). Company and Shareholder are each a Party and together the Parties.

RECITALS

WHEREAS, Company is engaged in the business of conducting its operations as described in its charter and governing documents and desires to set forth certain governance arrangements with Shareholder to maintain orderly corporate oversight and protect the respective rights of the Parties; and

WHEREAS, Shareholder is a holder of [equity] securities of Company and, in connection with such ownership, requires certain rights with respect to board composition, reserved matters, and information rights as set forth herein; and

WHEREAS, the Parties desire to memorialize their agreement with respect to corporate governance, board representation, and related matters.

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 acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Definitions. In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

"Board" means the Board of Directors of Company. "Reserved Matters" means the corporate actions set forth in Section 3 that require the affirmative approval of the Party or Parties specified in that Section. "Majority" and similar terms refer to a majority of votes entitled to be cast on the matter unless a higher threshold is expressly required by this Agreement or applicable law.

2. BOARD COMPOSITION AND APPOINTMENT

2.1 Board Size. Subject to the Company’s certificate of incorporation and bylaws, the Board shall consist of directors until changed in accordance with this Agreement.

2.2 Appointment Rights. Shareholder shall have the right to nominate and cause the election or appointment of director(s) to the Board (Shareholder Directors). Company shall use commercially reasonable efforts to cause the Shareholder Directors to be elected or appointed to the Board in accordance with applicable law and the Company’s governing documents.

2.3 Removal and Replacement. A Shareholder Director may be removed and replaced by Shareholder at any time upon written notice to Company. Company may remove a director only for cause and in accordance with the certificate of incorporation and bylaws.

3. RESERVED MATTERS

3.1 Reserved Matters. Notwithstanding any other provision of this Agreement or Company’s governing documents, the Company shall not, without the prior written consent of the Person or Persons specified below, take any of the following actions (each, a Reserved Matter):

Typical Reserved Matters include, without limitation: (a) issuance or redemption of equity or equity-linked securities; (b) approval of annual budget and material capital expenditures; (c) merger, consolidation, sale of all or substantially all assets, or dissolution; (d) amendment of certificate of incorporation or bylaws; (e) incurrence of indebtedness in excess of ; and (f) change in the Company’s business.

4. BOARD MEETINGS, NOTICE AND QUORUM

4.1 Meetings and Notice. Regular Board meetings shall be held at such times as the Board determines. Except in an emergency, notice of a Board meeting shall be provided not less than days prior to the meeting and shall include an agenda describing the matters to be considered.

A quorum for Board meetings shall consist of a majority of directors then in office, unless otherwise required by applicable law or the certificate of incorporation. Except as otherwise provided in this Agreement, action of the Board requires the affirmative vote of a majority of directors present and voting.

5. INFORMATION RIGHTS

5.1 Books and Records; Reports. Company shall furnish to Shareholder, within of each fiscal quarter end, unaudited quarterly financial statements and, within of fiscal year end, audited annual financial statements prepared in accordance with generally accepted accounting principles consistently applied.

6. TRANSFER RESTRICTIONS

6.1 Restrictions; Right of First Refusal. Shareholder shall not transfer, pledge or otherwise dispose of any securities of Company except in accordance with the terms of this Agreement and Company’s transfer restrictions. If Shareholder proposes to transfer securities, Company and/or its designees shall have a right of first refusal to purchase such securities on the same terms and conditions.

6.2 Permitted Transfers. Transfers to Affiliates, transfers by will or intestacy, and transfers pursuant to a court order shall be permitted provided that transferees agree in writing to be bound by the provisions of this Agreement.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party shall hold in confidence and not disclose any non-public, proprietary, or confidential information of the other Party obtained in connection with this Agreement except to the extent disclosure is required by law, regulation, or valid legal process, provided that the disclosing Party uses reasonable efforts to provide prior notice to the other Party.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until , unless earlier terminated as provided herein.

8.2 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9. AMENDMENT; WAIVER

9.1 Amendment. This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties.

9.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of the waiver is sought. A waiver of any breach or default shall not constitute a waiver of any continuing or subsequent breach.

10. NOTICES

Company Notice Address:

Shareholder Notice Address:

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid and addressed to the Party at its notice address set forth above or at such other address as shall be designated by notice hereunder.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11.2 Dispute Resolution. Except for actions for injunctive relief or other equitable remedies, the Parties agree that all disputes arising out of or relating to this Agreement shall be resolved by final and binding arbitration in in accordance with the rules of an established arbitration institution mutually agreed by the Parties.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

12.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic means shall be deemed original signatures for all purposes.

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