Shareholder Voting Resolution

SHAREHOLDER VOTING RESOLUTION

This Shareholder Voting Resolution is made effective as of the date set forth below by and between Company Name: a corporation organized under the laws of the State of Incorporation: , and Shareholder Name: . The actions described below relate to the meeting or written consent dated and to shares held as of Record Date: .

RECITALS

WHEREAS, the Shareholder is the record and beneficial owner of shares of the capital stock of the Company (the "Shares"), as reflected on the Company’s books and records as of the Record Date;

WHEREAS, the Shareholder is entitled to vote the Shares at the meeting of shareholders held on or by written consent dated , and desires to cast its vote with respect to the matters presented to the shareholders; and

WHEREAS, the Shareholder desires to set forth its votes and any appointment of proxy in a written resolution that the Company may rely upon for purposes of tabulation and corporate recordation.

NOW, THEREFORE, BE IT RESOLVED

The Shareholder hereby adopts the following resolutions and directs that the votes set forth below be recorded and executed on behalf of the Shareholder with full force and effect.

1. VOTING INSTRUCTIONS

The Shareholder instructs and directs that the Shares be voted as follows on each matter submitted to a vote:

1. Election of Directors — The Shareholder votes FOR the election of the following nominees (list each nominee and indicate vote):

2. Approval of Merger or Business Combination — The Shareholder votes:

3. Amendment of Certificate of Incorporation or Bylaws — The Shareholder votes:

4. Other Matters — The Shareholder votes as specified below for any other matter properly presented:

2. PROXY AND AUTHORIZATION

The Shareholder hereby appoints as proxy to present and vote the Shares in accordance with the instructions above: Proxy Name:

The proxy is authorized to take any incidental action necessary to effectuate the foregoing votes, including executing any ancillary documents and correcting or completing any blanks or clerical errors in this Resolution unless the Shareholder has checked the box below to limit authority.

Limit proxy authority to the specific matters and instructions set forth in this Resolution.

3. REPRESENTATIONS AND WARRANTIES

The Shareholder represents and warrants that (a) the Shareholder is the lawful record and beneficial owner of the Shares identified above, (b) the Shares are owned free and clear of any liens, encumbrances or adverse claims, and (c) the Shareholder has full power and authority to execute and deliver this Resolution and to perform its obligations hereunder.

4. RECORDING; RELIANCE

The Company is authorized and directed to record the votes and instructions set forth herein in its corporate records and to treat such votes and instructions as the binding action of the Shareholder. The Company and any third party acting at the Company's request may rely conclusively upon the representations, warranties and instructions contained in this Resolution until notified in writing of a contrary instrument executed by the Shareholder.

5. NOTICES

6. AMENDMENT; WAIVER; COUNTERPARTS

This Resolution may be amended, modified or supplemented only by a written instrument signed by the Shareholder and an authorized officer of the Company. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the party against whom enforcement is sought. This Resolution may be executed in counterparts and by electronic or scanned signature, each of which shall be deemed an original and all of which together shall constitute one agreement.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Resolution shall be governed by and construed in accordance with the laws of the state selected below without regard to conflicts of laws principles. Governing Law State:

This Resolution constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Resolution is determined to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be interpreted to give effect to the intent of the parties.

8. SHAREHOLDER CERTIFICATION

The undersigned Shareholder certifies under penalty of perjury that the foregoing statements are true and correct and that the undersigned is authorized to execute this Resolution on behalf of the Shareholder. The Shareholder further acknowledges that the Company will rely upon this certification in recording the vote and in taking any action permitted hereunder.

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