VOTING AGREEMENT

VOTING AGREEMENT

This Voting Agreement (this "Agreement") is entered into as of [DATE], by and among:

1. [COMPANY NAME], a Delaware corporation (the "Company");
2. The investors listed on Exhibit A attached hereto (the "Investors"); and
3. The persons listed on Exhibit B attached hereto (the "Key Holders," and together with the Investors, the "Stockholders").

RECITALS

A. The Company and certain of the Investors are parties to that certain Series [A] Preferred Stock Purchase Agreement of even date herewith (the "Purchase Agreement").

B. As a condition to the closing of the transactions contemplated by the Purchase Agreement, the parties are entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

ARTICLE 1 - VOTING PROVISIONS

1.1 Size of the Board

Each Stockholder agrees to vote all shares of capital stock of the Company now or hereafter owned by such Stockholder (the "Shares") to set the size of the Board of Directors (the "Board") at [NUMBER] directors.

1.2 Board Composition

Each Stockholder agrees to vote all Shares to elect and maintain in office the following persons as members of the Board:

(a) Common Stock Directors: [NUMBER] director(s) designated by the holders of a majority of the shares of Common Stock (the "Common Directors"), which director(s) shall initially be:
- [FOUNDER NAME 1]
- [FOUNDER NAME 2]

(b) Series A Preferred Directors: [NUMBER] director(s) designated by the holders of a majority of the shares of Series A Preferred Stock (the "Series A Directors"), which director(s) shall initially be:
- [INVESTOR REPRESENTATIVE NAME]

(c) Independent Directors: [NUMBER] director(s) who is not employed by the Company or an Affiliate of any Investor (the "Independent Directors"), designated by the mutual consent of:
- (i) The holders of a majority of the shares of Common Stock; and
- (ii) The holders of a majority of the shares of Series A Preferred Stock.

The Independent Director(s) shall initially be:
- [INDEPENDENT DIRECTOR NAME]

1.3 Designation of Directors

(a) Designation Process: Each group of stockholders entitled to designate a director shall provide written notice to the Company of its designation.

(b) Failure to Designate: If a group fails to designate a director within [30] days of a written request by the Company, the seat shall remain vacant until filled in accordance with this Agreement.

(c) No Liability for Voting: No Stockholder shall have any liability as a result of voting in accordance with this Agreement, including if the voting results in the election of a director who breaches fiduciary duties.

1.4 Removal of Directors

Each Stockholder agrees to vote all Shares:

(a) To remove any director upon the written request of the group entitled to designate such director; and

(b) Not to remove any director unless requested by the group entitled to designate such director or for cause.

1.5 Vacancies

In the event of any vacancy on the Board, whether due to death, disability, resignation, removal, or otherwise, each Stockholder agrees to vote all Shares to elect a replacement director designated by the group entitled to designate the director whose departure created such vacancy.

1.6 Committees

The Board shall have the following committees:

(a) Compensation Committee: Consisting of at least one Common Director and one Series A Director;

(b) Audit Committee (following an IPO): As required by applicable law and stock exchange rules.

1.7 Board Observer Rights

As long as [INVESTOR NAME] holds at least [THRESHOLD] shares of Preferred Stock:
- (a) [INVESTOR NAME] shall be entitled to designate one representative to attend all Board meetings as a non-voting observer;
- (b) The observer shall receive Board materials and notice of meetings;
- (c) The observer may be excluded from matters involving conflicts of interest, attorney-client privilege, or competitive harm.

ARTICLE 2 - DRAG-ALONG RIGHTS

2.1 Definitions

"Drag-Along Sale" means a transaction or series of related transactions in which:
- (a) A third party (or group of related parties) acquires more than fifty percent (50%) of the outstanding voting power of the Company; or
- (b) The Company sells all or substantially all of its assets.

"Requisite Approval" means the approval of:
- (a) Holders of a majority of the outstanding shares of Common Stock; and
- (b) Holders of a majority of the outstanding shares of Series A Preferred Stock.

2.2 Drag-Along Obligation

If a Drag-Along Sale is approved by the Requisite Approval, each Stockholder agrees:

(a) To Vote in Favor: To vote all Shares in favor of the Drag-Along Sale at any stockholder meeting and to execute any written consent necessary to approve such transaction;

(b) Not to Exercise Dissenter's Rights: To waive any appraisal rights or dissenters' rights in connection with such transaction;

(c) To Execute Documents: To execute and deliver all agreements and documents required by the acquirer, including:
- (i) The definitive agreement for the Drag-Along Sale;
- (ii) Any escrow agreement;
- (iii) Any documents relating to representations, warranties, indemnities, and other provisions required of the stockholders;

(d) To Deliver Shares: To deliver to the acquirer all certificates representing Shares, properly endorsed for transfer.

2.3 Conditions to Drag-Along Obligation

The drag-along obligation under Section 2.2 shall be subject to the following conditions:

(a) Same Consideration: All Stockholders shall receive the same form and amount of consideration per share (adjusted to reflect liquidation preferences of Preferred Stock);

(b) Fair Treatment of Preferred: The holders of Series A Preferred Stock shall receive no less than the greater of:
- (i) Their liquidation preference; or
- (ii) The amount they would receive if all Preferred Stock were converted to Common Stock;

(c) Limited Representations: The Stockholder shall not be required to make representations and warranties other than:
- (i) Ownership of shares, free and clear of liens;
- (ii) Authority to enter into the agreement;
- (iii) Non-contravention of other agreements;

(d) Escrow and Indemnification Limits: The Stockholder shall not be obligated to agree to:
- (i) Indemnification exceeding the net proceeds received by such Stockholder;
- (ii) Escrow holdback exceeding [10-15]% of proceeds;
- (iii) Escrow period exceeding [12-18] months;

(e) No Non-Competition: The Stockholder shall not be required to agree to any non-competition covenant (unless the Stockholder is an employee of the Company);

(f) Release of Liability: Upon consummation of the Drag-Along Sale, the Stockholder shall be released from all liability under this Agreement (other than liability for breach of representations made in connection with the sale).

2.4 Notice of Drag-Along Sale

The Company shall provide written notice of a proposed Drag-Along Sale to all Stockholders at least [20] days prior to the anticipated closing, including:
- (a) The material terms of the transaction;
- (b) The per-share consideration to be received;
- (c) The date of the anticipated closing.

2.5 Expenses

The Company shall bear all costs and expenses incurred in connection with a Drag-Along Sale.

ARTICLE 3 - COVENANTS

3.1 Voting Agreement

Each Stockholder agrees not to grant any proxy or enter into any voting agreement, voting trust, or similar arrangement inconsistent with this Agreement.

3.2 No Impediments

Each Stockholder agrees not to take any action that would frustrate or impede the purposes of this Agreement.

3.3 Irrevocable Proxy

Each Stockholder hereby grants to the Company (or any officer designated by the Board) an irrevocable proxy, coupled with an interest, to vote such Stockholder's Shares in accordance with this Agreement if such Stockholder fails to vote as required. This proxy shall terminate upon the termination of this Agreement.

3.4 Legend

Each certificate representing Shares shall bear a legend substantially as follows:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF SUCH VOTING AGREEMENT."

ARTICLE 4 - REMEDIES

4.1 Specific Performance

The parties acknowledge that damages would be an inadequate remedy for breach of this Agreement and that the obligations of the parties are enforceable by specific performance. Each party hereby waives any requirement for the posting of any bond in connection with any action for specific performance or injunctive relief.

4.2 Cumulative Remedies

All rights and remedies are cumulative and not exclusive of any other rights or remedies.

ARTICLE 5 - GENERAL PROVISIONS

5.1 Term

This Agreement shall be effective as of the date hereof and shall continue until the earliest of:
- (a) The closing of an IPO;
- (b) The closing of a Drag-Along Sale;
- (c) The written consent of:
- (i) The Company;
- (ii) Holders of a majority of the Shares held by Investors; and
- (iii) Holders of a majority of the Shares held by Key Holders.

5.2 Additional Parties

Any person who acquires Shares from a Stockholder shall, as a condition to such acquisition, agree in writing to be bound by this Agreement by executing a joinder agreement.

5.3 Stock Splits, Stock Dividends, Etc.

In the event of any stock split, stock dividend, recapitalization, or similar event, all references to numbers of shares shall be appropriately adjusted.

5.4 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

5.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

5.6 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks jurisdiction, any state or federal court in Delaware) for any action arising out of or relating to this Agreement.

5.7 Waiver of Jury Trial

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

5.8 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

5.9 Notices

All notices shall be in writing and delivered personally, by email, by overnight courier, or by registered mail to the addresses set forth on Exhibit A or Exhibit B.

5.10 Amendments and Waivers

This Agreement may be amended or any provision waived only with the written consent of:
- (a) The Company;
- (b) Holders of a majority of the Shares held by Investors; and
- (c) Holders of a majority of the Shares held by Key Holders.

5.11 Severability

If any provision is held invalid, the remaining provisions shall remain in full force and effect.

5.12 Entire Agreement

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

5.13 Spousal Consent

Each Key Holder who is married shall cause his or her spouse to execute a spousal consent substantially in the form of Exhibit C.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.

COMPANY:

[COMPANY NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

INVESTORS:

[Signature pages for each Investor]

KEY HOLDERS:

[Signature pages for each Key Holder]

EXHIBIT A - INVESTORS

EXHIBIT B - KEY HOLDERS

EXHIBIT C - SPOUSAL CONSENT

I, [SPOUSE NAME], am the spouse of [KEY HOLDER NAME], a party to the Voting Agreement dated [DATE] (the "Agreement"), by and among [COMPANY NAME], certain Investors, and certain Key Holders.

I have read the Agreement and understand its contents. I am aware that the Agreement imposes certain restrictions on the transfer of, and grants certain rights regarding, shares of capital stock of [COMPANY NAME], including shares in which I may have a community property interest.

I hereby agree that my interest, if any, in the shares subject to the Agreement shall be irrevocably bound by the Agreement and that my community property interest shall be subject to the terms of the Agreement.

I hereby appoint my spouse as my attorney-in-fact with respect to any amendment of the Agreement or any waiver of rights under the Agreement.

SPOUSE:

_________________________________

Name: [SPOUSE NAME]

Date: _________________________________

This Voting Agreement is based on the NVCA Model Voting Agreement. This document should be reviewed by qualified legal counsel familiar with corporate law and venture capital transactions.