This Voting Agreement ("Agreement") is entered into on June 4, 2025 among the shareholders of [COMPANY NAME], a [STATE] corporation (the "Company"), listed on Schedule A attached hereto (individually a "Shareholder" and collectively the "Shareholders").

1. RECITALS

WHEREAS, the Shareholders are the record and beneficial owners of shares of common stock of the Company as set forth on Schedule A;

WHEREAS, the Shareholders desire to enter into this Agreement to provide for unified voting of their shares on certain matters relating to the Company;

WHEREAS, the Shareholders believe that coordinated voting will promote stability and effective governance of the Company;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

2. VOTING COMMITMENTS

2.1 Board of Directors: Each Shareholder agrees to vote all of their shares in favor of the election of the following individuals to the Board of Directors:

[LIST OF DIRECTOR NOMINEES]

2.2 Corporate Actions: Each Shareholder agrees to vote all of their shares in accordance with the majority decision of the Shareholders party to this Agreement on the following matters:

a) Any merger, consolidation, or reorganization of the Company;

b) Any sale of substantially all assets of the Company;

c) Any dissolution or liquidation of the Company;

d) Any amendment to the Articles of Incorporation or Bylaws;

e) Any issuance of new shares or securities;

f) [ADDITIONAL VOTING MATTERS];

2.3 Decision Process: For matters covered by Section 2.2, the Shareholders shall meet or confer to determine the collective voting position. The decision of Shareholders holding a majority of the shares subject to this Agreement shall be binding on all Shareholders.

3. IRREVOCABLE PROXY

3.1 Proxy Grant: Each Shareholder hereby grants to [PROXY HOLDER NAME] (the "Proxy Holder") an irrevocable proxy to vote the Shareholder's shares in accordance with this Agreement.

3.2 Proxy Authority: The Proxy Holder is authorized to vote the shares only in accordance with the terms of this Agreement and the collective decisions of the Shareholders.

3.3 Proxy Limitations: The proxy granted herein is coupled with an interest and shall be irrevocable during the term of this Agreement.

4. TRANSFER RESTRICTIONS

4.1 Binding Effect: This Agreement shall be binding upon any transferee of shares held by a Shareholder.

4.2 Legend Requirement: All share certificates shall bear a legend referencing this Agreement and the voting restrictions contained herein.

4.3 Transfer Notice: Any Shareholder transferring shares must provide written notice to all other Shareholders and ensure the transferee agrees to be bound by this Agreement.

5. DRAG-ALONG RIGHTS

5.1 Drag-Along Obligation: If Shareholders holding [PERCENTAGE]% of the shares subject to this Agreement receive a bona fide offer to purchase their shares, they may require all other Shareholders to participate in the sale on the same terms.

5.2 Notice Requirements: The dragging Shareholders must provide [NOTICE PERIOD] days written notice of the proposed sale, including all material terms.

5.3 Conditions: Drag-along rights may be exercised only if:

a) The sale involves all or substantially all of the Company's shares;

b) The purchaser agrees to acquire shares from all participating Shareholders;

c) [ADDITIONAL CONDITIONS];

6. TAG-ALONG RIGHTS

6.1 Tag-Along Rights: If any Shareholder proposes to transfer shares to a third party, the other Shareholders shall have the right to participate in the sale on a pro rata basis.

6.2 Notice and Procedure: The selling Shareholder must provide [NOTICE PERIOD] days written notice of the proposed transfer, and other Shareholders have [RESPONSE PERIOD] days to exercise their tag-along rights.

7. INFORMATION RIGHTS

7.1 Meeting Notice: All Shareholders shall receive notice of shareholder meetings at least [NOTICE PERIOD] days in advance.

7.2 Information Sharing: The Shareholders agree to share information relevant to voting decisions, including:

a) Material information about proposed corporate actions;

b) Financial statements and reports;

c) Management recommendations;

d) [ADDITIONAL INFORMATION REQUIREMENTS];

8. COORDINATED VOTING PROCEDURES

8.1 Voting Meetings: The Shareholders shall meet or confer prior to any shareholder meeting to determine their collective voting position.

8.2 Decision Making: Voting decisions shall be made by majority vote of the shares represented by the Shareholders party to this Agreement.

8.3 Deadlock Resolution: In the event of a deadlock in voting decisions, the matter shall be [DEADLOCK RESOLUTION MECHANISM].

9. DIRECTOR NOMINATION RIGHTS

9.1 Nomination Process: The Shareholders collectively shall have the right to nominate [NUMBER] directors to the Company's Board of Directors.

9.2 Selection Process: Director nominees shall be selected by majority vote of the shares represented by the Shareholders.

9.3 Removal Rights: The Shareholders may remove any director nominated under this Agreement by majority vote.

10. TERM AND TERMINATION

10.1 Term: This Agreement shall remain in effect for [TERM LENGTH] years from the date hereof, unless earlier terminated.

10.2 Termination Events: This Agreement shall terminate upon:

a) Mutual written consent of all Shareholders;

b) Sale of substantially all Company assets;

c) Merger or consolidation resulting in change of control;

d) Dissolution or liquidation of the Company;

e) [ADDITIONAL TERMINATION EVENTS];

10.3 Survival: Certain provisions may survive termination as specified herein.

11. ENFORCEMENT AND REMEDIES

11.1 Specific Performance: The parties acknowledge that monetary damages would be inadequate to remedy a breach of this Agreement and agree that specific performance may be sought.

11.2 Injunctive Relief: Any party may seek injunctive relief to prevent violations of this Agreement.

11.3 Cumulative Remedies: All remedies available hereunder shall be cumulative and not exclusive.

12. DISPUTE RESOLUTION

12.1 Mediation: Any dispute arising under this Agreement shall first be submitted to mediation.

12.2 Arbitration: If mediation fails, disputes shall be resolved through binding arbitration under [ARBITRATION RULES].

12.3 Governing Law: This Agreement shall be governed by the laws of [GOVERNING LAW STATE].

13. MISCELLANEOUS PROVISIONS

13.1 Amendment: This Agreement may be amended only by written consent of Shareholders holding [PERCENTAGE]% of the shares subject hereto.

13.2 Entire Agreement: This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof.

13.3 Severability: If any provision is invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

13.4 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

13.5 Notices: All notices shall be in writing and delivered to the addresses set forth on Schedule A.