Voting Ballot Document

VOTING BALLOT DOCUMENT

WHEREAS

WHEREAS, Company Name: is desirous of entering into a binding commercial agreement authorizing certain actions described in the resolutions below; and

WHEREAS, Voter Name: , as an authorized shareholder, director, or member, is entitled to cast a vote on the matters set forth in this Voting Ballot Document in accordance with the governing organizational documents of Company Name.

NOW, THEREFORE, the undersigned casts the votes indicated below and certifies that such votes are cast in good faith for the corporate purposes described in the recitals and resolution text.

INSTRUCTIONS TO VOTER

Indicate the vote for each resolution. Where applicable, provide supplemental instructions in the Comments field. Mark one option per resolution. By signing below the voter certifies authority to vote and that the information is true and correct under penalty of perjury where applicable.

RESOLUTIONS

Resolution 1 — Approval of Proposed General Business Agreement between Company Name and Counterparty: The undersigned votes to approve the form of the General Business Agreement substantially in the form presented for execution and performance.

Yes    No    Abstain

Resolution 2 — Authorization to Execute Agreement and Related Documents: The undersigned votes to authorize the officers designated by the board to execute the agreement and any ancillary documents necessary to effectuate the business purpose.

Yes    No    Abstain

Resolution 3 — Other Corporate Action as Described: The undersigned votes on the authorization of any related corporate actions necessary to implement the Agreement, including amendments to schedules, exhibits, or authorizations.

Yes    No    Abstain

SCOPE OF WORK

PAYMENT TERMS

TERM AND TERMINATION

Effective Start Date:    Term End Date:

Either party may terminate the agreement for cause upon material breach that remains uncured for the specified notice period. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations.

CONFIDENTIALITY

All non-public information exchanged in connection with the Agreement and the matters put to vote shall be treated as Confidential Information. The recipient shall (a) not disclose Confidential Information except to its employees, counsel, accountants, or advisors who have a need to know and who are bound to confidentiality at least as protective as this clause; (b) use Confidential Information solely for the purposes of performing under the Agreement; and (c) return or destroy Confidential Information upon written request or termination of the Agreement. Confidentiality obligations survive termination for a period of three (3) years unless a longer period is mandated by law.

GOVERNING LAW

This Voting Ballot Document and any resulting Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to choice of law principles that would result in the application of another jurisdiction's laws.

ENTIRE AGREEMENT

This Voting Ballot Document, together with any executed Agreement, exhibits, schedules and amendments expressly incorporated herein by reference, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless made in writing and executed by authorized representatives of the parties.

ADDITIONAL VOTER INFORMATION

VOTER CERTIFICATION

By signing below, the undersigned certifies: (a) they are the person authorized to cast the vote indicated herein; (b) the information contained in this Voting Ballot Document is true, complete and accurate to the best of their knowledge; and (c) they understand that false statements in this certification may subject the signer to legal penalties under applicable law.

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