Legal Voting Pact Agreement

LEGAL VOTING PACT AGREEMENT

This Legal Voting Pact Agreement (the Agreement) is made and entered into as of Date: by and between Party One Name: , an entity type: Individual Corporation LLC and Party Two Name: , an entity type: Individual

RECITALS

WHEREAS, each of the parties is or will be a record or beneficial holder of voting interests in the Target Entity specified as Voting Shares: ;

WHEREAS, the parties desire to coordinate their votes and voting power with respect to certain matters affecting the Target Entity in order to achieve consistent and enforceable voting outcomes;

WHEREAS, the parties intend that this Agreement create binding obligations running with the shares and that the remedies for breach shall include injunctive relief and specific performance to the fullest extent permitted by applicable law.

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

1. DEFINITIONS

1.1 "Target Entity" means the corporation, limited liability company or other entity identified as Target Entity Name: . "Voting Interests" means all shares, units, memberships or other interests giving the holder the right to vote on matters submitted to the holders of the Target Entity.

2. AGREEMENT TO VOTE

2.1 Each party agrees, for so long as it holds any Voting Interests, to vote, or cause to be voted, all such Voting Interests (including by proxy, power of attorney or otherwise) in favor of or in accordance with the decisions of the Voting Committee described in Section 3, on all matters submitted for vote to the holders of the Voting Interests, including without limitation elections of directors, mergers, consolidations, sales of substantially all assets, amendments to organizational documents and any other corporate action identified in writing to the parties no fewer than days prior to the relevant vote.

2.2 The obligations in this Section are irrevocable during the term of this Agreement and are intended to be specifically enforceable. Each party shall execute such documents and take such further actions as may be reasonably necessary to give effect to this Agreement.

3. VOTING REPRESENTATIVE AND PROCEDURE

3.1 Voting Representative. The parties appoint Voting Representative Name: as the initial voting representative (the Voting Representative) authorized to determine the manner in which the parties' Voting Interests shall be cast on any matter covered by this Agreement.

3.2 Meetings; Proxies. Each party shall promptly execute and deliver to the Voting Representative such proxies, powers of attorney and other instruments as are necessary to enable the Voting Representative to vote the party's Voting Interests consistent with this Agreement. Any such proxy or instrument shall be irrevocable while this Agreement remains in effect to the maximum extent permitted by applicable law.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until Termination Date: , unless earlier terminated as provided herein.

4.2 Early Termination. This Agreement may be terminated prior to the Termination Date only (a) by written agreement of both parties, (b) upon the transfer of all of a party's Voting Interests other than in a manner that subjects the transferee to the obligations of this Agreement, or (c) by operation of law.

5. ENFORCEMENT; REMEDIES

5.1 Equitable Relief. The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies at law or in equity, the non-breaching party shall be entitled to injunctive relief and specific performance to enforce the provisions of this Agreement without the requirement to post bond.

5.2 Costs. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees from the non-prevailing party, to the extent permitted by law.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power, authority and legal capacity to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party shall keep confidential all non-public information disclosed by the other party that relates to the parties' voting strategy, intentions, or negotiations under this Agreement and shall not disclose such information to any third party except as required by law or with the prior written consent of the disclosing party.

8. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by written notice to the other party in accordance with this Section.

9. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction.

11. ENTIRE AGREEMENT

This Agreement 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. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

OTHER PROVISIONS

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