1. Voting Provisions Regarding Board of Directors 2[1.1 Size of the Board] 21.2 Board Composition 21.3 Failure to Designate a Board Member 41.4 Removal of Board Members 41.5 No Liability for Election of Recommended Directors 5[2. Vote to Increase Authorized Common Stock] 5[3. Drag-Along Right] 53.1 Definitions 53.2 Actions to be Taken 53.3 Exceptions 63.4 Restrictions on Sales of Control of the Company 84. Remedies 84.1 Covenants of the Company 8[4.2 Irrevocable Proxy] 84.3 Specific Performance 94.4 Remedies Cumulative 95. Term 96. Miscellaneous 106.1 Additional Investors 106.2 Transfers 106.3 Successors and Assigns 116.4 Governing Law 116.5 Counterparts; Facsimile 116.6 Titles and Subtitles 116.7 Notices 116.8 Consent Required to Amend, Terminate or Waive 116.9 Delays or Omissions 126.10 Severability 126.11 Entire Agreement 136.12 Legend on Share Certificates 136.13 Stock Splits, Stock Dividends, etc. 136.14 Manner of Voting 136.15 Further Assurances 136.16 Dispute Resolution 14[6.17 Cost of Enforcement] 14[6.18 Spousal Consent] 15Schedule A - InvestorsSchedule B - Key HoldersExhibit A - Adoption Agreement[Exhibit B - Consent of Spouse]RECITALS1. 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 [five (5)] directors.] 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, Series A Preferred Stock[, and Series B 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:(a) At each election of directors in which the holders of the Series A Preferred Stock, voting as a separate class, are entitled to elect [two] directors of the Company, (i) one individual designated by [Investor 1] [so long as such Investor holds not fewer than [___] shares of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like)], which individual shall initially be [__________], and (ii) one individual designated by [Investor 2] [so long as such Investor holds not fewer than [___] shares of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like)], which individual shall initially be [__________];(b) [Alternative 1: For so long as the Key Holders hold at least [____] shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), one individual designated by the holders of a majority of the Shares of Common Stock [held by the Key Holders], which individual shall initially be [___________];[Alternative 2: [name of Key Holder], for so long as [name of Key Holder] [remains an [officer] [employee] of the Company] [holds at least [_____] Shares (as adjusted for stock splits, stock dividends, recapitalizations or the like)] [holds at least [_____]% of the outstanding capital stock of the Company on an as-converted-to-Common Stock basis] [, except that if [name of Key Holder] declines or is unable to serve, his or her successor shall be designated by [name of alternate Key Holder] [the holders of a majority of the shares of Common Stock of the Company];(c) The Company’s Chief Executive Officer, who shall initially be [_____] (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; and(d) One individual not otherwise an Affiliate (defined below) of the Company or of any Investor who is [mutually acceptable to (i) the holders of a majority of the Shares held by the Key Holders who are then providing services to the Company as officers, employees or consultants and (ii) the holders of a majority of the Shares held by the Investors][mutually acceptable to the other members of the Board]; and(e) To the extent that any of clauses (a) through (d) above 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 partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners 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
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