Shareholder Voting Template

SHAREHOLDER VOTING AGREEMENT AND INSTRUCTION

This Shareholder Voting Agreement and Instruction (the Agreement) is entered into by and between:

Corporation Name:

Shareholder Name:

WHEREAS

WHEREAS, Corporation Name is a corporation duly organized and existing under the laws of the state specified below and maintains a record of shareholders entitled to vote at meetings; and

WHEREAS, Shareholder Name is the record or beneficial owner of shares of common or preferred stock of Corporation Name and wishes to provide binding voting instructions for a corporate meeting or consent action; and

WHEREAS, the parties desire to set forth the scope of the voting instructions, any consideration paid for such instructions (if applicable), the term of the voting commitment, and other terms and warranties related to the exercise of corporate governance rights.

MEETING AND VOTING DETAILS

Meeting Date:    Meeting Time:

Meeting Location:

Method of Voting: In person By proxy Written consent

SCOPE OF VOTING INSTRUCTIONS

RESOLUTIONS AND VOTES

Resolution 1 — Election of Directors (or other action):
Vote: For Against Abstain    Shares to Vote:

Resolution 2 — Approval of Transaction (if applicable):
Vote: For Against Abstain    Shares to Vote:

Resolution 3 — Other Corporate Action:
Vote: For Against Abstain    Shares to Vote:

CONSIDERATION / PAYMENT TERMS

If any consideration is provided in exchange for voting instructions, the parties acknowledge the following payment terms:

The payment obligations described above are the sole consideration for any express agreements to vote in a particular manner. Any payment conditioned on an unlawful or unenforceable result shall render that portion of the agreement void.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement by providing written notice to the other party at least days prior to the effective termination date. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

The parties acknowledge that voting intentions, consideration paid, and related negotiations are confidential and constitute Proprietary Information. Each party agrees not to disclose Proprietary Information to any third party except as required by law, regulation, or court order. The duty of confidentiality survives termination of this Agreement for a period of three years.

REPRESENTATIONS AND WARRANTIES

The shareholder represents and warrants that (a) the shareholder is the lawful record or beneficial owner of the shares identified herein; (b) the shareholder has full authority to instruct votes or to grant the proxy specified; and (c) any consideration paid in connection with these voting instructions has been disclosed and is lawful. The shareholder will indemnify and hold harmless the corporation and its representatives from any liabilities arising from false or misleading statements.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any schedules or written proxies executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous oral or written agreements, representations, and understandings.

CERTIFICATION

By signing below, the Shareholder certifies under penalty of perjury that the information provided in this Agreement is true and correct, that the Shareholder is authorized to instruct the votes described, and that the votes cast pursuant to this Agreement may be relied upon by the Corporation and its agents in tabulating shareholder actions.

Additional notes or instructions:

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