Voting Rights Agreement

VOTING RIGHTS AGREEMENT

This Voting Rights Agreement (the Agreement) is entered into as of Effective Date: by and between Party A: , an entity organized as Entity Type: Corporation Limited Liability Company Individual organized under the laws of , with principal place of business at ; and Party B: , an entity organized as Entity Type: Corporation Limited Liability Company Individual organized under the laws of , with principal place of business at (each a Party and together the Parties).

RECITALS

WHEREAS, the Parties are parties to certain agreements and ownership arrangements relating to the capital stock or other equity interests of (the Company), and own or control certain Voting Securities of the Company;

WHEREAS, the Parties desire to establish binding voting arrangements, proxies and procedures to ensure predictable governance of the Company on matters described herein;

WHEREAS, the Parties intend that the allocations and restrictions of voting authority set forth in this Agreement shall protect the Parties' agreed governance structure and shall be enforceable against successors and permitted assigns;

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: (a) "Voting Securities" means all shares, units or other securities of the Company entitled to vote in the election of directors or on any other matter submitted to the holders of such securities; and (b) "Designated Matters" means the matters described in Section 3 below. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them in any applicable shareholders' agreement or, if none, shall be as commonly understood in corporate law.

2. GRANT OF VOTING RIGHTS; PROXY

2.1 Voting Agreement. Each Party covenants and agrees that, with respect to the Voting Securities now or hereafter owned or controlled by such Party, such Party shall vote, or cause to be voted, such Voting Securities (including by executed proxy) in accordance with the provisions of this Agreement.

2.2 Irrevocable Proxy. To secure the obligations under this Agreement, each Party hereby appoints the other Party, and its duly appointed designees, as its attorney-in-fact and irrevocable proxy to vote such Party's Voting Securities on the Designated Matters, in accordance with the terms of this Agreement, subject to any limitations set forth herein.

3. DESIGNATED MATTERS; VOTING PROCEDURES

3.1 Designated Matters. The Parties agree that Designated Matters shall include, without limitation: (a) the election or removal of directors; (b) amendment of the certificate of incorporation or articles of organization; (c) authorization of equity issuances or dilutive financings; (d) approval of mergers, consolidations or sales of all or substantially all assets; and (e) approval of any Related Party Transaction as defined below.

3.2 Voting Direction. Except as otherwise provided in this Agreement, when the Parties have a contemporaneous written or electronic agreement on the position to be taken on a Designated Matter, each Party shall instruct or cause the holder of its Voting Securities to vote in accordance with such agreed position. If the Parties do not reach a written agreement prior to the vote, the Parties shall use the dispute resolution procedure set forth in Section 9.

3.3 Related Party Transactions. For purposes of this Agreement, a "Related Party Transaction" means any transaction between the Company and any Party or any Affiliate of a Party, or any transaction that would reasonably be expected to result in a material change in control or business strategy of the Company.

4. TRANSFER OF VOTING SECURITIES

4.1 Transfer Restrictions. Any transfer of Voting Securities by a Party shall be subject to the transferee's written assumption of the transferring Party's obligations under this Agreement and compliance with any right of first refusal, co-sale or similar provisions applicable to such securities. Absent such assumption, any attempted transfer that would operate to frustrate the voting arrangements hereunder shall be null and void as to voting control.

4.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No assignment shall relieve an assignor of liability for breach prior to the assignment.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation of such Party enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement does not and will not violate any law, agreement or instrument binding on such Party.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until the earlier of (a) written agreement of the Parties to terminate this Agreement, (b) dissolution or liquidation of the Company, or (c) such time as the Parties jointly hold less than of the outstanding Voting Securities.

6.2 Survival. Sections relating to transfer restrictions, remedies, dispute resolution, governing law and confidentiality shall survive any termination of this Agreement to the extent necessary to effectuate their purposes.

7. REMEDIES; SPECIFIC PERFORMANCE

The Parties acknowledge that monetary damages may be inadequate to fully remedy breaches of this Agreement affecting voting control and governance rights. Accordingly, each Party agrees that, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief and specific performance to enforce the provisions of this Agreement without the requirement of posting a bond.

8. NOTICES

Any notice or other communication required or permitted by this Agreement shall be in writing and shall be delivered to the Parties at the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

9. DISPUTE RESOLUTION

9.1 Good Faith Negotiation. In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve the dispute by negotiation between senior executives of the Parties.

9.2 Equitable Relief. If the Parties are unable to resolve the dispute within thirty (30) days, either Party may seek equitable relief, including specific performance or injunctive relief, in a court of competent jurisdiction, in addition to any other remedies available at law or in equity.

10. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. Waiver of any breach shall not constitute a waiver of any other breach or of the requirement of written amendments.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement, together with any written exhibits or schedules hereto and any other agreements 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, representations and understandings of the Parties, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and the Parties shall endeavor in good faith to replace any invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest extent possible, the economic, business and other objectives of the invalid, illegal or unenforceable provision.

14. COUNTERPARTS

This Agreement may be executed in two 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 electronic means shall be effective as original signatures.

15. ADDITIONAL PROVISIONS

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