Voting Agreement among Stockholders to Elect Directors by pellcity27

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									             Voting Agreement among Stockholders to Elect Directors

Voting agreement made (date) between (Name of Shareholder One) of (street address,
city, state, zip code), referred to herein as Shareholder One, (Name of Shareholder
Two) of (street address, city, state, zip code), referred to herein as Shareholder Two,
(Name of Shareholder Three) of (street address, city, state, zip code), referred to herein
as Shareholder Three, and (Name of Shareholder Four) of (street address, city, state,
zip code), referred to herein as Shareholder Four, and the Corporation organized and
existing under the laws of the state of (name of state), with its principal office located at
(street address, city, state, zip code), referred to herein as the Corporation.

Whereas, the undersigned Stockholders are the owners of a total of (number) shares of
the common capital stock of the Corporation; and

Whereas, the parties desire to combine their votes, as such stockholders, in the
election of members of the Board of Directors of the Corporation; and

Whereas, the parties desire to establish their mutual rights and obligations in the
premises;

Now, therefore, for and in consideration of the matters described above, and of the
mutual benefits and obligations set forth in this agreement, the parties agree as follows:

I.     VOTING. All the aforementioned shares of stock owned by the parties, together
with any additional shares acquired in any manner by any one or more of them, shall be
voted as one block in the election of the Directors of the Corporation.

II.     MANNER OF VOTING. The manner in which such shares of stock shall be voted
shall be determined by the vote of the majority of the shares, as determined in a written
ballot on each matter to be voted upon, such balloting to take place in advance of the
stockholders' meeting at which an election of directors shall take place.

III.   LIMITATION ON VOTING. This Agreement shall not extend to voting on other
questions and matters on which stockholders shall have the right to vote under
the Articles of Incorporation, the Bylaws, or the laws of (name of state).

IV.    CONDITION ON STOCK CERTIFICATE. Each stock certificate now or later issued
to the parties to this Agreement, their heirs, personal representatives, successors, and
assigns, shall be endorsed with the following statement:

       The right to vote the shares represented by this certificate is limited
       by the provisions of a certain agreement among certain of the
       stockholders of the Corporation, a copy of which is on file with the
       secretary of the Corporation at its principal office at (street address,
       city, state, zip code),

V.      TERMINATION OF AGREEMENT. This Agreement may be terminated by the vote
of the owners of (e.g., three-fourths) of the shares covered by the Agreement. Any party
to this Agreement may call for a vote on the termination of this Agreement at any time.

VI.     Waiver or Modification Ineffective Unless in Writing. It is agreed that no
waiver or modification of this agreement or of any covenant, condition, or limitation
contained in it shall be valid unless it is in writing and duly executed by the party to be
charged with it, and that no evidence of any waiver or modification shall be offered or
received in evidence in any proceeding, arbitration, or litigation between the parties
arising out of or affecting this agreement, or the rights or obligations of any party under
it, unless such waiver or modification is in writing, duly executed by the parties. The
parties agree that the provisions of this paragraph may not be waived except by a duly
executed writing.

VII. Severability. The invalidity of any portion of this Agreement will not and shall not
be deemed to affect the validity of any other provision. If any provi
								
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