Voting Form

VOTING FORM AND AUTHORIZATION AGREEMENT

Parties and Recitals

Company Name:    Voter Name:

WHEREAS, the Company requires a written record of votes on matters brought before its meeting of members, board of directors, or shareholders; and

WHEREAS, the Voter is entitled to vote on the specified matter and hereby records the vote, or grants authorization consistent with this Voting Form and Authorization Agreement; and

WHEREAS, the parties desire to set forth the scope of the voting authorization and related administrative, confidentiality, and payment terms as a binding agreement.

Voting Details

Meeting Date:    Location/Method:

Vote on motion: For Against Abstain

Proxy Authorization: I hereby delegate my vote to a proxy if permitted by governing documents.    If proxy granted, Proxy Name:

Scope of Work

The parties agree that this Voting Form documents the Voter's instructions and the Company's receipt of the vote or proxy authorization. The Company will record the vote in its official minutes and take all administrative steps necessary to effectuate the voting instructions set forth herein.

Payment Terms

Consideration Amount: $

Late Fee: (applies to overdue amounts)

Term and Termination

Effective Date:    Termination Date:

Either party may terminate this agreement for any reason upon written notice delivered no fewer than prior to the intended termination date. Termination does not relieve the Voter of payment obligations for services rendered prior to termination.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with this Voting Form, including the motion text, voting instructions, and any proprietary deliberations, and shall not disclose such information except (i) as required by law or regulatory authority, (ii) to the party's legal or financial advisors on a confidential basis, or (iii) with prior written consent of the other party. This obligation survives termination for a period of three (3) years.

Governing Law and Dispute Resolution

This Voting Form and Authorization Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties. Any dispute arising under or in connection with this Agreement shall be resolved by binding arbitration conducted in accordance with the parties' agreement to arbitrate, unless the parties agree otherwise in writing.

Representations, Warranties and Certification

The Voter represents and warrants that the Voter is duly authorized to cast the vote recorded herein or to grant the proxy named above, that the information provided is true and correct, and that the Voter understands that submission of false information may result in administrative or legal consequences under applicable law. The Company represents that it will treat this document as the official record of the vote or proxy authorization and will take all ministerial actions necessary to record and report the vote in accordance with its governing documents.

Entire Agreement

This Voting Form, together with any attachments and exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. Any amendment or modification must be in writing and signed by both parties.

Acknowledgment

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms and conditions set forth in this Voting Form and Authorization Agreement.

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