Voting Rights Agreement Form

VOTING RIGHTS AGREEMENT FORM

This Voting Rights Agreement ("Agreement") is made as of by and between: Party One Name: (hereinafter "Party One"), organized under the laws of with principal address at ; and Party Two Name: (hereinafter "Party Two"), organized under the laws of with principal address at .

RECITALS

WHEREAS, the parties are each holders of record or beneficial owners of shares of capital stock of (the "Company"), and wish to establish mutual obligations concerning the exercise of voting rights appurtenant to such shares;

WHEREAS, Party One holds of the issued and outstanding shares of the Company and Party Two holds ; and

WHEREAS, the parties desire to set forth their agreement as to the manner in which they will exercise voting rights and related powers with respect to the Company.

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

1.1 "Shares" means all shares of the Company now or hereafter owned or held by a party, whether held of record or beneficially, including any shares acquired by purchase, assignment, transfer, inheritance or operation of law.

1.2 "Board" means the board of directors of the Company or any duly constituted committee thereof authorized to act on matters specified in this Agreement.

2. VOTING COVENANTS

2.1 Vote in Accordance with Agreement. Each party covenants and agrees that, during the Term, it shall vote, or cause to be voted, all Shares owned or controlled by it at any meeting of shareholders and in any written consent of shareholders, in favor of or against any matter as provided in this Agreement and as otherwise agreed in writing by the parties.

2.2 Board Slate. Unless otherwise agreed in writing, the parties shall vote their Shares (and shall execute proxies and take all other actions reasonably necessary) to elect as directors the persons listed as nominees in the slate attached in the space below or as otherwise designated in writing by the parties:

2.3 Proxies; Execution. Each party shall execute and deliver, upon request of any other party, a proxy or proxies in favor of any person designated by the parties acting jointly, with full power of substitution, to vote the Shares for the purposes set forth herein. Such proxies shall be deemed coupled with an interest and irrevocable to the extent permitted by law.

3. TRANSFER OF SHARES; BINDING EFFECT

3.1 Transfer Condition. Any transfer or disposition of any Shares by a party shall be subject to the transferee's written agreement, in form reasonably acceptable to the non-transferring party, to be bound by the terms of this Agreement. The transferring party shall provide prompt written notice of any proposed transfer to the other party.

3.2 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and permitted assigns.

4. POWER OF ATTORNEY AND PROXY

4.1 Appointment. Each party hereby irrevocably appoints the other party, or any person designated jointly by the parties, as its true and lawful attorney-in-fact with full power and authority to execute and deliver proxies, waivers, consents and other instruments necessary to carry out the voting obligations contained in this Agreement, to the fullest extent permitted by law.

4.2 Durable Authorization. The power of attorney granted in Section 4.1 shall be durable and remain in effect until termination of this Agreement or until resignation by the attorney-in-fact upon thirty (30) days' prior written notice, provided that such resignation shall not affect votes already cast pursuant to authority granted hereunder.

5. TERM; TERMINATION

5.1 Term. This Agreement shall become effective as of the date first written above and shall continue in full force and effect until or until earlier terminated in accordance with this Agreement.

5.2 Termination for Cause. This Agreement may be terminated prior to the date specified in Section 5.1 by written agreement of both parties or upon material breach by a party that remains uncured for thirty (30) days after written notice.

6. REMEDIES; SPECIFIC PERFORMANCE

6.1 Equitable Relief. Each party acknowledges that monetary damages would be inadequate to compensate for any breach of the covenants contained in this Agreement and 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 or specific performance to enforce the terms of this Agreement without the requirement to post a bond.

6.2 Costs. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

7. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, addressed as follows (or to such other address as a party may designate by notice):

8. AMENDMENT; WAIVER

8.1 Amendment. This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties.

8.2 Waiver. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy unless evidenced by a written instrument signed by the party granting the waiver.

9. GOVERNING LAW; VENUE

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in such state for any dispute arising under or in connection with this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

10.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' intent.

11. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

12. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. The parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Agreement.

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