Shareholder Voting Agreement

SHAREHOLDER VOTING AGREEMENT

This Shareholder Voting Agreement (the "Agreement") is made as of , by and between Company Name: a corporation organized under the laws of (the "Company"), and Shareholder Name: (the "Shareholder").

RECITALS

WHEREAS, the Company is authorized to issue shares of capital stock, and the Shareholder is the record and beneficial owner of certain shares described on Schedule A attached hereto (the "Shares");

WHEREAS, the parties desire to provide for the manner in which the Shareholder will vote the Shares to promote orderly governance and consistent board composition in accordance with the terms set forth below; and

WHEREAS, the parties intend that the covenants contained herein shall be binding upon the Shareholder and any permitted successors or transferees of the Shares.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Board" means the board of directors of the Company.
(b) "Shares" means all shares of capital stock of the Company now or hereafter owned, directly or indirectly, by the Shareholder, including any shares issued in respect of such shares by way of dividend, recapitalization, or other distribution.
(c) "Affiliate" means, with respect to any person, any other person controlling, controlled by or under common control with such person.

2. VOTING COVENANTS

2.1 Voting Obligations. The Shareholder covenants and agrees, during the Term (as defined in Section 6), to vote, or cause to be voted, all Shares held of record or beneficially by the Shareholder at any meeting of the Company’s shareholders or by written consent in favor of those persons nominated, proposed or approved by the Board in accordance with this Agreement. The Shareholder shall not vote (or cause to be voted) the Shares in a manner inconsistent with the Company’s nomination rights as set forth in Section 3.

2.2 Proxies, Powers of Attorney. The Shareholder shall execute and deliver such proxies, powers of attorney and other instruments as reasonably requested by the Company to effectuate the voting covenants contained herein. Any proxy delivered pursuant to this Section shall be irrevocable to the extent permitted by law while this Agreement is in effect.

3. BOARD COMPOSITION AND NOMINATION RIGHTS

3.1 Board Size. The authorized size of the Board shall be directors, subject to lawful adjustment by action of the Board within the limits of the Company's governing documents.

3.2 Nomination. The Company shall provide the Shareholder with prior written notice of any proposed nominees for election to the Board at least days prior to the submission of such nominees to the shareholders. The Shareholder agrees to vote in favor of nominees designated by the Board unless such nominee is subject to a reasonable independence objection delivered in writing to the Board.

4. TRANSFER RESTRICTIONS

4.1 Restriction. The Shareholder shall not transfer any Shares except in compliance with the Company’s bylaws and any transfer restrictions set forth herein. Any purported transfer in violation of this Agreement shall be null and void ab initio as between the parties.

4.2 Successors and Permitted Transfers. Transfers to an Affiliate or to a family member for estate planning purposes shall be permitted provided that the transferee executes an agreement whereby it agrees to be bound by the terms of this Agreement. The Shareholder shall notify the Company in writing of any proposed transfer at least days in advance.

5. ENFORCEMENT AND REMEDIES

5.1 Specific Performance; Injunctive Relief. The parties acknowledge that monetary damages may be an inadequate remedy for any breach of this Agreement and that irreparable harm may result from any such breach. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek specific performance, injunctive relief and other equitable remedies without the necessity of posting bond.

5.2 Costs. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief awarded.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earlier of (a) the expiration of years from the Effective Date, or (b) the date on which the Shareholder no longer holds any Shares.

6.2 Survival. The obligations of the parties with respect to breaches occurring during the Term shall survive termination to the extent necessary to effectuate remedies for such breaches.

7. NOTICES

Notices to the Company:

Notices to the Shareholder:

All notices required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the addresses set forth above or such other address as either party shall designate by notice to the other.

8. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Company and the Shareholder. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of such right.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

10.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

11. MISCELLANEOUS

11.1 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 and the same instrument. Signatures delivered by facsimile or electronic image shall be binding for all purposes.

11.2 Assignment; Successors. The rights and obligations of the Shareholder under this Agreement shall bind and inure to the benefit of the Shareholder's permitted successors and assigns. Except as otherwise provided herein, no party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party.

SCHEDULE A — DESCRIPTION OF SHARES

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