Form: Explanation:
Stockholder Voting Agreement This is a Stockholder Voting Agreement used in conjunction with a Preferred Stock Purchase Agreement between a startup company and venture capital investors.
Form 19.14
STOCKHOLDER VOTING AGREEMENT This Stockholder Voting Agreement is made by and among ________________________, a __________ corporation (the “Company”), the persons listed on the signature line hereof as the “Common Stockholders” (collectively, the “Common Stockholders”) and, the persons listed in the signature line hereof as the “Series A Stockholders” (collectively, the “Series A Stockholders”). WHEREAS, the Common Stockholders are the holders of a majority of the Company’s Common Stock and, the Series A Stockholders are acquiring shares of the Company’s Series A Preferred Stock pursuant to a Series A Preferred Stock Purchase Agreement of even date herewith (the “Series A Purchase Agreement”); and WHEREAS, the Bylaws of the Company have been amended on the date hereof to provide for a Board of Directors consisting of five (5) directors; WHEREAS, the Common Stockholders and the Series A Stockholders desire that the Board of Directors of the Company be comprised of designated representatives as provided in this Agreement; and NOW, THEREFORE, in consideration of the covenants set forth herein, the parties hereto agree as follows: SECTION 1. Definitions. For purposes of this Agreement the following terms shall have the meanings set forth below: “Common Stockholders’ Shares.” The shares of Common Stock issued and owned by the Common Stockholders as of the date hereof and any additional securities of the Company acquired by any of the Common Stockholders that are entitled to vote for the election of directors of the Company acquired during the term of this Agreement. “Series A Stockholders’ Shares.” The shares of Series A Preferred Stock issued and owned by the Series A Preferred Stockholders as of the date hereof, any Common Stock acquired upon conversion thereof, and any additional securities of the Company acquired by the Series A Stockholders that are entitled to vote for the election of directors acquired during the term of this Agreement. “Shares.” The Common Stockholders’ Shares and the Series A Stockholders’ Shares, collectively. SECTION 2. Agreement to Constitute Board.
(a) Each of the parties hereby agrees and covenants to vote all of the Shares then held, as is necessary at a meeting of stockholders or by written consent in lieu of meeting, to cause to be elected or appointed to the Board of Directors of the Company:
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(1) the Company’s Chief Executive Officer, who on the date hereof is ; (2) , so long as he continues to hold at least shares of Common Stock and who also shall serve as Chairman of the Board; Representative, which shall consist of one (1) designee selected by and its affiliates, which Representative on the date hereof is [ ];
(3) the
(4) the Series A Representative, which shall consist of one (1) designee selected by a majority in interest of the holders of Series A Shares, which Representative on the date hereof is ; and (5) a person with experience relevant to the Company’s business, chosen by a majority-in-interest of the other directors, which person on the date hereof is . (b) In the event of any vacancy on the Board of Directors, the Stockholders will vote their Shares to fill such vacancy with a nominee designated in the same manner as the person who held the directorship so vacated. The Stockholders agree that no director may be removed from office without the approval of the party(ies) who have the right to designate such director. (c) Each party hereto entitled to designate a director shall notify the Company, the Series A Stockholders, and the Common Stockholders of such designee within five (5) days of receipt from the Company of notice of any proposed stockholder meeting or the taking of any other action for the purpose of electing directors. If a designee is not specified as provided herein, the existing designee of such party shall be elected or appointed in accordance with this Agreement. (d) Should the provisions of this Agreement b