NVCA Voting Agreement Demo - Valcu
Valcu logo inverted no drop shadow
Loading...
Loading indicator

  NVCA Voting Agreement Template Demo

Voting Agreement (NVCA) v1.0 as available for download here http://nvca.org/resources/model-legal-documents/. (last updated October 29, 2015)     master   master  (owner)       



Hello! Glad you came to check out Valcu's NVCA Voting Agreement Demo!

You can view the template in different formats by clicking through the tabs. What's exciting about this document is that (i) it's a complex agreement with a deep structure (click the Structure tab to see the nesting and loops of the fields), (ii) the formats, structure and inputs are entirely dynamically generated from the scripted DOCX template and (iii) the agreement is not just a simple seed round version and can cover as many rounds of financing as you choose. The scripting, which is done entirely in Word, is meant to be super simple and readable while keeping the flexibility built into forms to cover a wide array of situations.

Go ahead and fill out / change the inputs and click Generate. Be sure to sign in/up first. We've prepopulated some of the inputs, but feel free to change as you please. (Your changes and generated documents cannot be seen by other users.)

If you intend to use this for more than demo purposes, be sure to seek advice from your legal counsel. While powerful, this is still just a demo for illustration purposes.


V_FIELD_AGMT_NAME_UPCASE
THIS V_FIELD_AGMT_NAME_UPCASE (this “Agreement”), is made and entered into as of v_field_agmt_date by and among v_field_company_name, a v_field_org_state v_field_entity_type (the “Company”), each holder of the Company’s v_field_preferred_stock_series_hashes_each v_field_preferred_stock_series_hashed_name (“v_field_preferred_stock_series_hashed_name”) v_field_comma_conjunctive v_field_end (collectively, such series of preferred stock are referred to herein as the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain holders of the Company’s Common Stock (“Common Stock”) and/or holders of options to acquire shares of the capital stock of the Company listed on Schedule B (together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to v_field_join_new_holders_applicability Subsection 7.1(b) or v_field_end Subsection 7.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
RECITALS
v_field_agmt_ar_applicability
A. Concurrently with the execution of this Agreement, the Company and certain of the Investors are entering into a v_field_spa_name (the “Purchase Agreement”) providing for the sale of shares of the Company’s v_field_financing_security_name (“Financing Preferred Stock”). Certain of the Investors (the “Existing Investors”) and the Key Holders are parties to the v_field_prior_agmt_name dated v_field_prior_agmt_date by and among the Company and the parties thereto (the “Prior Agreement”). The requisite parties to the Prior Agreement desire to amend and restate that agreement to provide certain of the parties hereto with the right, among other rights, to elect certain members of the board of directors of the Company (the “Board”) in accordance with the terms of this Agreement.
v_field_else
A. Concurrently with the execution of this Agreement, the Company and the Investors are entering into a v_field_spa_name (the “Purchase Agreement”) providing for the sale of shares of the Company’s v_field_financing_security_name, and in connection with that agreement the parties desire to provide the Investors with the right, among other rights, to designate the election of certain members of the board of directors of the Company (the “Board”) in accordance with the terms of this Agreement.
v_field_end
B. The v_field_charter_name of the Company (the “Restated Certificate”) provides that (a) v_field_director_rights_hashes_each the holders of record of the shares of the Company’s v_field_director_rights_hashed_names_conjunctive_list, exclusively and as a separate class, shall be entitled to elect v_field_director_rights_hashed_num_seats_words director(s) of the Company (the “v_field_director_rights_hashed_names_conjunctive_list Director(s)”) v_field_comma_conjunctive v_field_end; and (b) the holders of record of the shares of Common Stock and of any other class or series of voting stock (including each series of Preferred Stock), exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Company.
C. The parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to how shares of the Company’s capital stock held by them will be voted on v_field_drag_applicability, and/or tendered, in connection with, an acquisition of the Company or v_field_end an increase in the number of shares of Common Stock required to provide for the conversion of the Company’s Preferred Stock.
NOW, THEREFORE, the parties agree as follows:
1. Voting Provisions Regarding Board of Directors.
1.1 Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at v_field_board_total_seats_words (v_field_board_total_seats) directors and may be subsequently increased or decreased pursuant to an amendment of this Agreement in accordance with Subsection 7.8 hereof. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.
1.2 Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:
v_field_board_hashes_each
(v_field_ordinal_alpha) v_field_board_hashed_num_designees_words (v_field_board_hashed_num_designees) individual(s) v_field_board_hashed_board_acceptability_applicability v_field_board_hashed_board_acceptability_unanimity_applicability mutually acceptable to v_field_else acceptable to v_field_board_hashed_board_acceptability_perc_threshold of v_field_end the other members of the Board v_field_board_hashed_board_acceptability_specific_approval_applicability (provided, that such nominated director(s) shall be acceptable to v_field_board_hashed_board_acceptability_specific_approval_names v_field_end v_field_end v_field_board_hashed_ceo_applicability who shall be the Company’s Chief Executive Officer (the “CEO Director”) (provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director) v_field_end v_field_board_hashed_independent_applicability who shall not otherwise be an Affiliate of the Company v_field_end v_field_board_hashed_industry_experience_applicability having relevant industry experience relating to the Company’s business v_field_end designated by v_field_board_hashed_designee_controller_names_applicability v_field_board_hashed_designee_controller_names v_field_else holders of v_field_board_hashed_designee_controller_perc_threshold of the Common Stock of the Company v_field_board_hashed_designee_controller_common_stock_source_applicability issued or issuable upon conversion of v_field_board_hashed_designee_controller_common_stock_source_disjunctive_list v_field_end v_field_board_hashed_designee_controller_spas_source_applicability purchased by such stockholders pursuant to the Company’s v_field_board_hashed_designee_controller_spas_source_disjunctive_list v_field_end v_field_board_hashed_designee_controller_preferred_stock_source_exclusion_applicability not issued upon conversion of Preferred Stock v_field_end v_field_board_hashed_designee_controller_continued_services_sunset_applicability who are then providing services to the Company as officers or employees in good standing v_field_end v_field_end v_field_board_hashed_initial_designee_names_applicability, which individual(s) shall initially be v_field_board_hashed_initial_designee_names_conjunctive_list v_field_end, for so long as such Stockholders and their Affiliates continue to own beneficially v_field_board_hashed_designee_controller_ownership_threshold_sunset_applicability at least v_field_board_hashed_designee_controller_ownership_threshold_sunset_shares v_field_else any v_field_end shares of Common Stock of the Company v_field_board_hashed_designee_controller_ownership_threshold_sunset_common_stock_source_applicability (including shares of Common Stock issued or issuable upon conversion of v_field_board_hashed_designee_controller_ownership_threshold_sunset_common_stock_source_disjunctive_list) v_field_end v_field_board_hashed_designee_controller_ownership_threshold_sunset_preferred_stock_source_exclusion_applicability not issued upon conversion of Preferred Stock v_field_end v_field_board_hashed_designee_controller_ownership_threshold_sunset_applicability, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like v_field_end.
v_field_end
To the extent that any of the above clauses in this Subsection 1.2 shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate.
For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.
1.3 Failure to Designate a Board Member. In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.
1.4 Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
(a) no director elected pursuant to Subsections 1.2 or 1.3 of this Agreement may be removed from office v_field_no_director_removal_cause_exception_applicability other than for cause v_field_end unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of the applicable percentage (or, if no voting threshold is otherwise specified, a majority) of the shares of stock, entitled under Subsection 1.2 to designate that director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Subsection 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat;
(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and
(c) upon the request of any party entitled to designate a director as provided in Subsection 1.2 to remove such director, such director shall be removed.
All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors. v_field_cumulative_voting_applicability If and so long as the stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire Board. v_field_end
1.5 No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.
1.6 No “Bad Actor” Designees. Each Person with the right to designate or participate in the designation of a director as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (each, a “Disqualification Event”), is applicable to such Person’s initial designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”. Each Person with the right to designate or participate in the designation of a director as specified above hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee and (B) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee.
2. Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.
v_field_drag_applicability
3. Drag-Along Right.
3.1 Definitions. A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event” as then defined in the Restated Certificate.
3.2 Actions to be Taken. In the event that v_field_drag_board_vote_applicability the Board of Directors and v_field_end v_field_drag_vote_hashes_each (v_field_ordinal_romanette) v_field_drag_vote_hashed_custom_control_group_applicability v_field_drag_vote_hashed_custom_control_group v_field_else the holders of v_field_drag_vote_hashed_perc_threshold of the outstanding shares of v_field_drag_vote_hashed_names_conjunctive_list v_field_drag_vote_hashed_preferred_stock_source_exclusion_applicability not issued upon conversion of Preferred Stock v_field_end v_field_drag_vote_hashed_as_single_class_applicability (voting together as a single class and not as separate series, and on an as-converted basis) v_field_end v_field_drag_vote_hashed_as_separate_class_applicability (voting exclusively and as a separate class) v_field_end v_field_drag_vote_hashed_continued_services_sunset_applicability so long as such parties are providing services to the Company as officers or employees v_field_end v_field_drag_vote_hashed_ownership_threshold_sunset_applicability for so long as such parties continue to own beneficially v_field_drag_vote_hashed_ownership_threshold_sunset_shares of such shares v_field_end v_field_end v_field_comma_serial_conjunctive v_field_end (collectively, the “Electing Holders”) approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then each Stockholder and the Company hereby agree:
(a) if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment to the Restated Certificate required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could v_field_drag_vote_against_reasonableness_applicability reasonably be expected to v_field_end delay or impair the ability of the Company to consummate such Sale of the Company;
(b) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Stockholder as is being sold by the Electing Holders to the Person to whom the Electing Holders propose to sell their Shares, and, except as permitted in Subsection 3.3 below, on the same terms and conditions as the Electing Holders;
(c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Electing Holders in order to carry out the terms and provision of this Section 3, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents;
(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company;
(e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;
(f) if the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and
(g) in the event that the Electing Holders, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative in connection with its service as the Stockholder Representative, absent fraud or willful misconduct.
3.3 Exceptions. Notwithstanding the foregoing, a Stockholder will not be required to comply with Subsection 3.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”), unless:
(a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency;
(b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);
(c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, as applicable, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale;
(d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder;
(e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of Capital Stock constituting the threshold(s) necessary to waive the treatment of a Deemed Liquidation Event as such are set forth in the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale (the “Deemed Liquidation Event Waiver Threshold”) elect to receive a lesser amount by written notice given to the Company at least v_field_drag_deemed_liq_event_waiver_days_notice days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 3.3(e) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Shares or Investor Shares, as applicable; and
(f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that nothing in this Subsection 3.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders.
3.4 Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of Capital Stock constituting the Deemed Liquidation Event Waiver Threshold elect otherwise by written notice given to the Company at least v_field_drag_deemed_liq_event_waiver_days_notice days prior to the effective date of any such transaction or series of related transactions.
v_field_sale_process_applicability
3A. Sale Rights.
3A.1. Initiation of Sale Process. Upon written notice to the Company from the Electing Holders, the Company shall initiate a process (the “Sale Process”), in accordance with this Section _3A, intended to result in a Sale of the Company. Such written notice shall include a designation of one individual (the “Holder Representative”) to act on behalf of the Electing Holders and to exercise the authority granted to the Holder Representative pursuant to Section 3A.2(d) below. Each of the Stockholders and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section 3A.2 below.
3A.2. Specific Obligations.
(a) Advisors. The Company shall engage an investment bank (the “Financial Advisor”) and a law firm (the “Deal Counsel”) reasonably satisfactory to the Holder Representative (which may be the Company’s existing investment bank and law firm) to assist with the Sale Process. The Financial Advisor and Deal Counsel, as well as any other advisors engaged pursuant to this Section _3A.2(a), shall represent the Company, and only the Company, in the sale process, and the costs, fees and expenses of such advisors shall be paid by the Company pursuant to the terms of engagement letters that are approved by the Holder Representative (such approval not to be unreasonably withheld, conditioned or delayed). None of the Financial Advisor, Deal Counsel or any other advisor selected in accordance with this Section __3A.2(a) shall be terminated by the Company without the written consent of the Holder Representative.
(b) Cooperation With Sale Process. Without limiting the generality of the provisions of Section __3A.1, at the request of the Holder Representative, the Company shall, and shall cause its employees, officers, consultants, counsel and advisors to:
(i) Assist the Financial Advisor in creating a list of potential acquirers;
(ii) Set up and maintain a virtual or actual data room (as elected by the Holder Representative) containing due diligence materials customarily provided in connection with transactions of the nature of a Sale of the Company, along with any other due diligence materials requested by the Holder Representative or reasonably requested by any potential acquirer;
(iii) Execute customary non-disclosure agreements with potential acquirers;
(iv) Provide incentive compensation to members of the Company’s management, and in an amount and form, all as determined by the Holder Representative to be necessary or helpful to the successful consummation of the Sale of the Company;
(v) Prepare, or assist the Financial Advisor with the preparation of, any marketing, financial or other materials deemed by the Holder Representative or the Financial Advisor to be necessary or helpful in connection with a Sale of the Company;
(vi) Attend and participate in any meetings, conference calls, or presentations regarding the Company and its business with potential acquirers;
(vii) Execute a letter of intent or term sheet on terms reasonably acceptable to the Holder Representative with one or more potential acquirers;
(viii) Subject to Section _3A.2(c), execute and perform the Company’s obligations contained in such definitive agreements relating to a Sale of the Company as are negotiated by the Holder Representative and the potential acquirer; and
(ix) Communicate regularly and promptly with each of the Financial Advisor and Deal Counsel regarding the Sale Process.
(c) Approval of the Terms and Conditions of a Proposed Sale of the Company; Failure to Approve a Sale of the Company.
(i) The Company shall cause its management, together with the Financial Advisor and Deal Counsel, to deliver regular updates to its Board regarding material developments in the Sale Process and summarizing the status of the negotiation of the terms and conditions of the Sale of the Company. The Company shall, upon request of the Holder Representative, either call a meeting of its Board or seek the written consent of the Board approving the Sale of the Company and the entering into of the definitive agreements relating thereto.
(ii) In the event that the Board approval described in (i) above has not been obtained within the time period requested by the Holder Representative (such time period not to be less than three (3) business days), the Electing Holders shall have the right by written notice (the “Redemption Notice”) to require the Company to redeem all of the then outstanding shares of capital stock held by the Electing Holders at a price equal to the amount of proceeds that would have been paid in respect of their shares of capital stock were the Sale of the Company consummated or, in the case of a Sale of the Company that is structured as a sale of all or substantially all of the Company’s assets, the amount of proceeds that would have been paid in respect of their investment in the Company had all proceeds from the proposed Sale of the Company been distributed in a Deemed Liquidation Event (a “Preferred Redemption”). The Company and each Investor shall be obligated to effect the Preferred Redemption within ten (10) days of the delivery of the Redemption Notice.
(d) Appointment and Authority of Holder Representative.
(i) The Stockholders have agreed that it is desirable to designate a representative to act on behalf of the Stockholders for the purposes described in this Section 3A. The Holder Representative shall be selected by the Electing Holders and shall serve as the agent and representative of each Stockholder with respect to the matters set forth in this Agreement.
(ii) The Holder Representative shall have full power and authority to take all actions under this Agreement that are to be taken by the Holder Representative. The Holder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement, including giving and receiving any notice or instruction permitted or required under this Agreement by the Holder Representative, interpreting all of the terms and provisions of this Agreement, consenting to any actions on behalf of the Stockholders in connection with a Sale of the Company (except with respect to any approvals of the final terms and conditions of such Sale of the Company by the Investors in their capacities as such), conducting negotiations with any potential acquirer and its agents regarding such Sale of the Company, dealing with the Company under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, accountants or other representatives to represent the Electing Holders in connection with the foregoing matters. Without limiting the generality of the foregoing, the Holder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and amendment hereof or thereof in its capacity as Holder Representative.
(iii) The Holder Representative shall be indemnified for and shall be held harmless by the Investors against any Losses incurred by the Holder Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Holder Representative’s conduct as Holder Representative, other than damages or losses resulting from the Holder Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The Holder Representative may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Holder Representative in accordance with such advice, the Holder Representative shall not be liable to the Stockholders. In no event shall the Holder Representative be liable hereunder or in connection herewith to the Stockholders for any indirect, punitive, special or consequential damages.
(iv) Any action taken by the Holder Representative pursuant to the authority granted in this Section 3A.2(d) shall be effective and absolutely binding as the action of the Stockholders under this Agreement.
(v) The Company shall be entitled to rely on the actions and determinations of the Holder Representative, and shall have no liability whatsoever with respect to any action or omission of them taken in reliance on the actions or omissions of the Holder Representative.
v_field_else
3A. [RESERVED]
v_field_end
v_field_else
3. [RESERVED]
3A. [RESERVED]
v_field_end
4. Remedies.
4.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement.
v_field_proxy_applicability
4.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, v_field_drag_applicability and a designee of the Electing Holders, and each of them, v_field_end with full power of substitution, with respect to the matters set forth herein, including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof, v_field_drag_applicability votes regarding any Sale of the Company pursuant to Section 3 hereof, v_field_end and hereby authorizes each of them to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares v_field_drag_applicability or approval of any Sale of the Company v_field_end pursuant to and in accordance with the terms and provisions of Section 2 v_field_drag_applicability and Section 3, respectively, v_field_end of this Agreement or to take any action necessary to effect Section 2 v_field_drag_applicability and Section 3, respectively, v_field_end of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.
v_field_else
4.2 [RESERVED]
v_field_end
4.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.
4.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.
5. “Bad Actor” Matters.
5.1 Representation. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents that none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (a “Disqualification Event”) is applicable to such Person or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean with respect to any Person any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) of the Securities Act.
5.2 Covenant. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to such Person or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.
6. Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the consummation of the Company’s first underwritten public offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction); (b) the consummation of a v_field_drag_applicability Sale of the Company v_field_else a transaction that qualifies as a “Deemed Liquidation Event” as then defined in the Restated Certificate v_field_end and distribution of proceeds to or escrow for the benefit of the Stockholders in accordance with the Restated v_field_drag_applicability Certificate, provided that, if applicable, the provisions of Section 3 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 3 with respect to such Sale of the Company; v_field_else Certificate; v_field_end (c) termination of this Agreement in accordance with Subsection 7.8 below; and (d) v_field_agmt_long_termination_date_applicability v_field_agmt_long_termination_date v_field_else [RESERVED] v_field_end.
7. Miscellaneous.
7.1 Additional Parties.
(a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of v_field_financing_security_name after the date hereof, as a condition to the issuance of such shares the Company shall require that any such purchaser become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement.
(b) v_field_join_new_holders_applicability In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), v_field_join_new_holders_threshold_applicability following which such Person shall hold Shares constituting v_field_join_new_new_holders_threshold_perc_words percent (v_field_join_new_new_holders_threshold_perc) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged) v_field_end, then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement. v_field_else [RESERVED] v_field_end
7.2 Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection 7.2. Each certificate, instrument or book entry representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be notated by the Company with the legend set forth in Subsection 7.12.
7.3 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
7.4 Governing Law. This Agreement shall be governed by the internal law of the State of v_field_governing_law_state.
7.5 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
7.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
7.7 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature pages attached hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 7.7. If notice is given to the Company, a copy shall also be sent to v_field_company_counsel_name_and_address and if notice is given to Stockholders, a copy shall also be given to v_field_investor_counsel_name_and_address.
7.8 Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by v_field_agmt_waiver_simple_vote_applicability (a) the Company, (b) the Key Holders holding v_field_agmt_waiver_key_holder_perc_threshold of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants v_field_agmt_waiver_key_holder_waiver_ownership_threshold_sunset_applicability provided that such consent shall not be required if the Key Holders do not then own Shares representing v_field_agmt_waiver_key_holder_waiver_ownership_threshold_sunset_perc_threshold of the outstanding capital stock of the Company v_field_end, and (c) the holders v_field_agmt_waiver_investor_perc_threshold of the shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) v_field_else the Company and v_field_agmt_waiver_hashes_each (v_field_ordinal_romanette) v_field_agmt_waiver_hashed_custom_control_group_applicability v_field_agmt_waiver_hashed_custom_control_group v_field_else holders of v_field_agmt_waiver_hashed_perc_threshold of the outstanding shares of v_field_agmt_waiver_hashed_names v_field_agmt_waiver_hashed_preferred_stock_source_exclusion_applicability not issued upon conversion of Preferred Stock v_field_end v_field_agmt_waiver_hashed_as_single_class_applicability (voting together as a single class and not as separate series, and on an as-converted basis) v_field_end v_field_agmt_waiver_hashed_as_separate_class_applicability (voting exclusively and as a separate class) v_field_end v_field_agmt_waiver_hashed_continued_services_sunset_applicability so long as such parties are providing services to the Company as officers or employees v_field_agmt_waiver_hashed_ownership_threshold_sunset_applicability and for so long as such parties continue to own beneficially v_field_agmt_waiver_hashed_ownership_threshold_sunset_shares of such shares v_field_end v_field_else v_field_agmt_waiver_hashed_ownership_threshold_sunset_applicability for so long as such parties continue to own beneficially v_field_agmt_waiver_hashed_ownership_threshold_sunset_shares of such shares v_field_end v_field_end v_field_end v_field_comma_serial_conjunctive v_field_end. v_field_end Notwithstanding the foregoing:
(a) this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, termination or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion;
(b) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto;
(c) Schedules A hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase Agreement to add information regarding additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto;
(d) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; and
(e) each clause of Subsection 1.2 of this Agreement, for so long as the entitlement to designate or approve such director(s) under such clause remains in effect, shall not be amended or waived without the written consent of the Person, or of the holders of the applicable percentage (or, if no voting threshold is otherwise specified, a majority) of the shares of stock, entitled under such clause of Subsection 1.2 to designate such director(s) or occupy such Board seat.
The Company shall give prompt written notice of any amendment, termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination, or waiver effected in accordance with this Subsection 7.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.
7.9 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.
7.10 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
7.11 Entire Agreement. v_field_agmt_ar_applicability Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated to read in its entirety as set forth in this Agreement. v_field_end This Agreement (including the Exhibits hereto), the Restated Certificate and the Purchase Agreement (together with the other transaction agreements specified in the Purchase Agreement) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.
7.12 Share Certificate Legend. Each certificate, instrument, or book entry representing any Shares issued after the date hereof shall be notated by the Company with a legend reading substantially as follows:
“THE SHARES REPRESENTED HEREBY / REFERENCED HEREIN ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”
The Company, by its execution of this Agreement, agrees that it will cause the certificates instruments, or book entry evidencing the Shares issued after the date hereof to be notated with the legend required by this Subsection 7.12 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Subsection 7.12 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.
7.13 Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Subsection 7.12.
7.14 Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.
7.15 Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.
7.16 Dispute Resolution. v_field_agmt_arbitration_applicability Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in v_field_agmt_arbitration_place, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses; and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the v_field_agmt_arbitration_procedure_state Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. v_field_else The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of v_field_agmt_jurisdiction_submission_state and to the jurisdiction of the United States District Court for the v_field_agmt_jurisdiction_submission_federal_district for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of v_field_agmt_jurisdiction_submission_state or the United States District Court for the v_field_agmt_jurisdiction_submission_federal_district, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the v_field_agmt_jurisdiction_submission_federal_district or any court of the State of v_field_agmt_jurisdiction_submission_state having subject matter jurisdiction. v_field_end
Waiver of Jury Trial: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
v_field_agmt_legal_disputes_bear_own_applicability
7.17 Costs of Enforcement. Each party will bear its own costs in respect of any disputes arising under this Agreement.
v_field_else
v_field_agmt_legal_disputes_fee_entitlement_applicability
7.17 Costs of Enforcement. If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.
v_field_else
7.17 [RESERVED]
v_field_end
v_field_end
7.18 Aggregation of Stock. All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.
v_field_agmt_spousal_consent_applicability
7.19 Spousal Consent. If any individual Stockholder is married on the date of this Agreement, such Stockholder’s spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit B hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or the agreement of the parties. If any individual Stockholder should marry or remarry subsequent to the date of this Agreement, such Stockholder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.
v_field_else
7.19 [RESERVED]
v_field_end
[Signature Pages Follow]


v_field_doc_template_id | v_field_file_store_id
20
v_field_doc_template_id | v_field_file_store_id
IN WITNESS WHEREOF, the parties have executed this v_field_agmt_name as of the date first written above.
COMPANY:

V_FIELD_COMPANY_NAME_UPCASE

v_sig_company_chained_titled
v_field_else

By: ______________________________
Name: ____________________________
Title: _____________________________
v_field_end

Address: v_field_company_street_address
v_field_company_city_state_zip

v_sigs_key_holders


IN WITNESS WHEREOF, the parties have executed this v_field_agmt_name as of the date first written above.
KEY HOLDERS:

V_SIGS_KEY_HOLDERS_HASHED_NAME_UPCASE

v_sig_key_holder_chained_titled_addressed
v_field_else

By: ______________________________
Name: ____________________________
Title: _____________________________
Address: v_sigs_key_holders_hashed_street_address
v_sigs_key_holders_hashed_city_state_zip
v_field_end
v_sigs_end

v_sigs_investors


IN WITNESS WHEREOF, the parties have executed this v_field_agmt_name as of the date first written above.
INVESTORS:

V_SIGS_INVESTORS_HASHED_NAME_UPCASE

v_sig_investor_chained_titled_addressed
v_field_else
By: ______________________________
Name: ____________________________
Title: _____________________________

Address: v_sigs_investors_hashed_street_address
v_sigs_investors_hashed_city_state_zip
v_field_end
v_sigs_end


SCHEDULE A
INVESTORS


Name


v_field_investor_hashes_each v_field_investor_hashed_name


v_field_table_row_end









SCHEDULE B
KEY HOLDERS


Name


v_field_key_holder_hashes_each v_field_key_holder_hashed_name


v_field_table_row_end









EXHIBIT A
ADOPTION AGREEMENT
This Adoption Agreement (“Adoption Agreement”) is executed on ___________________, 20__, by the undersigned (the “Holder”) pursuant to the terms of that certain v_field_agmt_name dated as of v_field_agmt_date (the “Agreement”), by and among v_field_company_name (the “Company”) and certain of its Stockholders, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.
1.1 Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”) or options, warrants, or other rights to purchase such Stock (the “Options”), for one of the following reasons (Check the correct box):
 As a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and after such transfer, Holder shall be considered an “Investor” and a “Stockholder” for all purposes of the Agreement.
 As a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Key Holder” and a “Stockholder” for all purposes of the Agreement.
 As a new Investor in accordance with Subsection 7.1(a) of the Agreement, in which case Holder will be an “Investor” and a “Stockholder” for all purposes of the Agreement.
v_field_join_new_holders_applicability
 In accordance with Subsection 7.1(b) of the Agreement, as a new party who is not a new Investor, in which case Holder will be a “Stockholder” for all purposes of the Agreement.
v_field_end
1.2 Agreement. Holder hereby (a) agrees that the Stock and/or Options, as applicable, and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.
1.3 Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below Holder’s signature hereto.
HOLDER: ACCEPTED AND AGREED:

By: V_FIELD_COMPANY_NAME_UPCASE
Name and Title of Signatory

Address: By:

Title:

Facsimile Number:

EXHIBIT B
v_field_agmt_spousal_consent_applicability
v_sigs_spouses
CONSENT OF SPOUSE
I, v_sigs_spouses_hashed_name, spouse of v_sigs_spouses_hashed_spouse_name, acknowledge that I have read the v_field_agmt_name, dated as of v_field_agmt_date, to which this Consent is attached as Exhibit B (the “Agreement”), and that I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding the voting and transfer of shares of capital stock of v_field_company_name, a v_field_org_state v_field_entity_type, (the “Company”) that my spouse may own, including any interest I might have therein.
I hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in such shares of capital stock of the Company shall be similarly bound by the Agreement.
I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right.
SPOUSE:

V_SIGS_SPOUSES_HASHED_NAME_UPCASE

v_sig_spouse_chained_titled_dated
v_field_else

By: ______________________________
Name: ____________________________
Title: _____________________________

Dated: ____________________________
v_field_end


v_sigs_end
v_field_else
[RESERVED]
v_field_end
v_field_doc_template_id | v_field_file_store_id
v_field_doc_template_id | v_field_file_store_id
      
v_field_doc_template_id
v_field_file_store_id

v_field_doc_template_id v_field_file_store_id
v_field_doc_template_id v_field_file_store_id
v_field_doc_template_id v_field_file_store_id
v_field_agmt_name_upcase v_field_agmt_name_upcase v_field_agmt_date v_field_company_name v_field_org_state v_field_entity_type v_field_preferred_stock_series_hashes_each ├── v_field_preferred_stock_series_hashed_name ├── v_field_preferred_stock_series_hashed_name └── v_field_comma_conjunctive v_field_end v_field_join_new_holders_applicability v_field_end v_field_agmt_ar_applicability  ├── v_field_spa_name ├── v_field_financing_security_name ├── v_field_prior_agmt_name └── v_field_prior_agmt_date v_field_else  ├── v_field_spa_name └── v_field_financing_security_name v_field_end  v_field_charter_name v_field_director_rights_hashes_each ├── v_field_director_rights_hashed_names_conjunctive_list ├── v_field_director_rights_hashed_num_seats_words ├── v_field_director_rights_hashed_names_conjunctive_list └── v_field_comma_conjunctive v_field_end v_field_drag_applicability v_field_end v_field_board_total_seats_words v_field_board_total_seats v_field_board_hashes_each  ├── v_field_ordinal_alpha ├── v_field_board_hashed_num_designees_words ├── v_field_board_hashed_num_designees ├── v_field_board_hashed_board_acceptability_applicability │ ├── v_field_board_hashed_board_acceptability_unanimity_applicability │ ├── v_field_else │ │ └── v_field_board_hashed_board_acceptability_perc_threshold │ ├── v_field_end │ ├── v_field_board_hashed_board_acceptability_specific_approval_applicability │ │ └── v_field_board_hashed_board_acceptability_specific_approval_names │ └── v_field_end ├── v_field_end ├── v_field_board_hashed_ceo_applicability ├── v_field_end ├── v_field_board_hashed_independent_applicability ├── v_field_end ├── v_field_board_hashed_industry_experience_applicability ├── v_field_end ├── v_field_board_hashed_designee_controller_names_applicability │ └── v_field_board_hashed_designee_controller_names ├── v_field_else │ ├── v_field_board_hashed_designee_controller_perc_threshold │ ├── v_field_board_hashed_designee_controller_common_stock_source_applicability │ │ └── v_field_board_hashed_designee_controller_common_stock_source_disjunctive_list │ ├── v_field_end │ ├── v_field_board_hashed_designee_controller_spas_source_applicability │ │ └── v_field_board_hashed_designee_controller_spas_source_disjunctive_list │ ├── v_field_end │ ├── v_field_board_hashed_designee_controller_preferred_stock_source_exclusion_applicability │ ├── v_field_end │ ├── v_field_board_hashed_designee_controller_continued_services_sunset_applicability │ └── v_field_end ├── v_field_end ├── v_field_board_hashed_initial_designee_names_applicability │ └── v_field_board_hashed_initial_designee_names_conjunctive_list ├── v_field_end ├── v_field_board_hashed_designee_controller_ownership_threshold_sunset_applicability │ └── v_field_board_hashed_designee_controller_ownership_threshold_sunset_shares ├── v_field_else ├── v_field_end ├── v_field_board_hashed_designee_controller_ownership_threshold_sunset_common_stock_source_applicability │ └── v_field_board_hashed_designee_controller_ownership_threshold_sunset_common_stock_source_disjunctive_list ├── v_field_end ├── v_field_board_hashed_designee_controller_ownership_threshold_sunset_preferred_stock_source_exclusion_applicability ├── v_field_end ├── v_field_board_hashed_designee_controller_ownership_threshold_sunset_applicability └── v_field_end v_field_end  v_field_no_director_removal_cause_exception_applicability v_field_end v_field_cumulative_voting_applicability v_field_end v_field_drag_applicability  ├── v_field_drag_board_vote_applicability ├── v_field_end ├── v_field_drag_vote_hashes_each │ ├── v_field_ordinal_romanette │ ├── v_field_drag_vote_hashed_custom_control_group_applicability │ │ └── v_field_drag_vote_hashed_custom_control_group │ ├── v_field_else │ │ ├── v_field_drag_vote_hashed_perc_threshold │ │ ├── v_field_drag_vote_hashed_names_conjunctive_list │ │ ├── v_field_drag_vote_hashed_preferred_stock_source_exclusion_applicability │ │ ├── v_field_end │ │ ├── v_field_drag_vote_hashed_as_single_class_applicability │ │ ├── v_field_end │ │ ├── v_field_drag_vote_hashed_as_separate_class_applicability │ │ ├── v_field_end │ │ ├── v_field_drag_vote_hashed_continued_services_sunset_applicability │ │ ├── v_field_end │ │ ├── v_field_drag_vote_hashed_ownership_threshold_sunset_applicability │ │ │ └── v_field_drag_vote_hashed_ownership_threshold_sunset_shares │ │ └── v_field_end │ ├── v_field_end │ └── v_field_comma_serial_conjunctive ├── v_field_end ├── v_field_drag_vote_against_reasonableness_applicability ├── v_field_end ├── v_field_drag_deemed_liq_event_waiver_days_notice ├── v_field_drag_deemed_liq_event_waiver_days_notice ├── v_field_sale_process_applicability  ├── v_field_else  └── v_field_end  v_field_else  v_field_end  v_field_proxy_applicability  ├── v_field_drag_applicability ├── v_field_end ├── v_field_drag_applicability ├── v_field_end ├── v_field_drag_applicability ├── v_field_end ├── v_field_drag_applicability ├── v_field_end ├── v_field_drag_applicability └── v_field_end v_field_else  v_field_end  v_field_drag_applicability v_field_else v_field_end v_field_drag_applicability v_field_else v_field_end v_field_agmt_long_termination_date_applicability └── v_field_agmt_long_termination_date v_field_else v_field_end v_field_financing_security_name v_field_join_new_holders_applicability ├── v_field_join_new_holders_threshold_applicability │ ├── v_field_join_new_new_holders_threshold_perc_words │ └── v_field_join_new_new_holders_threshold_perc └── v_field_end v_field_else v_field_end v_field_governing_law_state v_field_company_counsel_name_and_address v_field_investor_counsel_name_and_address v_field_agmt_waiver_simple_vote_applicability ├── v_field_agmt_waiver_key_holder_perc_threshold ├── v_field_agmt_waiver_key_holder_waiver_ownership_threshold_sunset_applicability │ └── v_field_agmt_waiver_key_holder_waiver_ownership_threshold_sunset_perc_threshold ├── v_field_end └── v_field_agmt_waiver_investor_perc_threshold v_field_else ├── v_field_agmt_waiver_hashes_each │ ├── v_field_ordinal_romanette │ ├── v_field_agmt_waiver_hashed_custom_control_group_applicability │ │ └── v_field_agmt_waiver_hashed_custom_control_group │ ├── v_field_else │ │ ├── v_field_agmt_waiver_hashed_perc_threshold │ │ ├── v_field_agmt_waiver_hashed_names │ │ ├── v_field_agmt_waiver_hashed_preferred_stock_source_exclusion_applicability │ │ ├── v_field_end │ │ ├── v_field_agmt_waiver_hashed_as_single_class_applicability │ │ ├── v_field_end │ │ ├── v_field_agmt_waiver_hashed_as_separate_class_applicability │ │ ├── v_field_end │ │ ├── v_field_agmt_waiver_hashed_continued_services_sunset_applicability │ │ │ ├── v_field_agmt_waiver_hashed_ownership_threshold_sunset_applicability │ │ │ │ └── v_field_agmt_waiver_hashed_ownership_threshold_sunset_shares │ │ │ └── v_field_end │ │ ├── v_field_else │ │ │ ├── v_field_agmt_waiver_hashed_ownership_threshold_sunset_applicability │ │ │ │ └── v_field_agmt_waiver_hashed_ownership_threshold_sunset_shares │ │ │ └── v_field_end │ │ └── v_field_end │ ├── v_field_end │ └── v_field_comma_serial_conjunctive └── v_field_end v_field_end v_field_agmt_ar_applicability v_field_end v_field_agmt_arbitration_applicability ├── v_field_agmt_arbitration_place └── v_field_agmt_arbitration_procedure_state v_field_else ├── v_field_agmt_jurisdiction_submission_state ├── v_field_agmt_jurisdiction_submission_federal_district ├── v_field_agmt_jurisdiction_submission_state ├── v_field_agmt_jurisdiction_submission_federal_district ├── v_field_agmt_jurisdiction_submission_federal_district └── v_field_agmt_jurisdiction_submission_state v_field_end v_field_agmt_legal_disputes_bear_own_applicability  v_field_else  ├── v_field_agmt_legal_disputes_fee_entitlement_applicability  ├── v_field_else  └── v_field_end  v_field_end  v_field_agmt_spousal_consent_applicability  v_field_else  v_field_end  v_field_agmt_name v_field_company_name_upcase v_sig_company_chained_titled  v_field_else  v_field_end  v_field_company_street_address v_field_company_city_state_zip v_sigs_key_holders  ├── v_field_agmt_name ├── v_sigs_key_holders_hashed_name_upcase ├── v_sig_key_holder_chained_titled_addressed  ├── v_field_else  │ ├── v_sigs_key_holders_hashed_street_address │ └── v_sigs_key_holders_hashed_city_state_zip └── v_field_end  v_sigs_end  v_sigs_investors  ├── v_field_agmt_name ├── v_sigs_investors_hashed_name_upcase ├── v_sig_investor_chained_titled_addressed  ├── v_field_else  │ ├── v_sigs_investors_hashed_street_address │ └── v_sigs_investors_hashed_city_state_zip └── v_field_end  v_sigs_end  v_field_investor_hashes_each └── v_field_investor_hashed_name v_field_table_row_end v_field_key_holder_hashes_each └── v_field_key_holder_hashed_name v_field_table_row_end v_field_agmt_name v_field_agmt_date v_field_company_name v_field_join_new_holders_applicability  v_field_end  v_field_company_name_upcase v_field_agmt_spousal_consent_applicability  ├── v_sigs_spouses  │ ├── v_sigs_spouses_hashed_name │ ├── v_sigs_spouses_hashed_spouse_name │ ├── v_field_agmt_name │ ├── v_field_agmt_date │ ├── v_field_company_name │ ├── v_field_org_state │ ├── v_field_entity_type │ ├── v_sigs_spouses_hashed_name_upcase │ ├── v_sig_spouse_chained_titled_dated  │ ├── v_field_else  │ └── v_field_end  └── v_sigs_end  v_field_else  v_field_end 

Value for Agmt Name

Agmt date

Value for Company Name

State where Company incorporated / organized

Entity Type

Preferred Stock Series Hashes
 
 

Is Join New Holders applicable?

Is Agmt Ar applicable?

Value for Spa Name

Value for Financing Security Name

Value for Prior Agmt Name

Prior Agmt date

Value for Charter Name

Director Rights Hashes
 
 

Board Total Seats

Board Hashes
 
 

Is No Director Removal Cause Exception applicable?

Is Cumulative Voting applicable?

Is Drag applicable?

Is Drag Board Vote applicable?
Drag Vote Hashes
 
 

Is Drag Vote Against Reasonableness applicable?

Value for Drag Deemed Liq Event Waiver Days Notice


Is Sale Process applicable?

Is Proxy applicable?

Is Agmt Long Termination Date applicable?

Agmt Long Termination date


Is Join New Holders Threshold applicable?

Join New New Holders percent

Governing Law State

Value for Company Counsel Name And Address

Value for Investor Counsel Name And Address


Is Agmt Waiver Simple Vote applicable?

Agmt Waiver Key Holder (percent threshold). 50 is interpreted as "a majority"


Is Agmt Waiver Key Holder Waiver Ownership Threshold Sunset applicable?

Agmt Waiver Key Holder Waiver Ownership Threshold Sunset (percent threshold). 50 is interpreted as "a majority"

Agmt Waiver Investor (percent threshold). 50 is interpreted as "a majority"

Agmt Waiver Hashes
 
 

Is Agmt Arbitration applicable?

Agmt Arbitration Place

Agmt Arbitration Procedure State

Agmt Jurisdiction Submission State

Agmt Jurisdiction Submission Federal District


Is Agmt Legal Disputes Bear Own applicable?

Is Agmt Legal Disputes Fee Entitlement applicable?

Is Agmt Spousal Consent applicable?

Value for Company Street Address

Value for Company City State Zip

Investor Hashes
 
 
Key Holder Hashes
 
 

INSTRUCTIONS:

1. Please consult your attorney.