This Agreement is made between [CORPORATION'S NAME], a [STATE] corporation ("Corporation"), [SHAREHOLDER #1], [SHAREHOLDER #2], and [SHAREHOLDER #3] (collectively referred to herein as the "Shareholders").
WHEREAS, the Shareholders this day have cause the Corporation to be formed and desire to enter into this Agreement as a condition of purchasing the common stock of the Corporation and to provide for the voting of their shares, once acquired, in connection with the election of directors of the Corporation and certain other matters; and
WHEREAS, [SHAREHOLDER #1] will own [NUMBER] of shares of common stock in the Corporation; and
WHEREAS, [SHAREHOLDER #2] will own [NUMBER] of shares of common stock in the Corporation; and
WHEREAS, [SHAREHOLDER #3] will own [NUMBER] of shares of common stock in the Corporation.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Election of Directors. In the election of members of the board of directors, each Shareholder agrees to vote all of such Shareholder's shares of common stock of the Corporation entitled to vote which may now or hereafter be owned or held of record by such Shareholder, or as to which such Shareholder now or hereafter has voting power, for the following candidates:
1.1 A candidate designated by [NAME OF SHAREHOLDER #1].
1.2 A candidate designated by [NAME OF SHAREHOLDER #2].
1.3 A candidate designated by [NAME OF SHAREHOLDER #3].
Each Shareholder entitled to designate a candidate for the board of directors shall notify the other Shareholders of such Shareholder's candidate within [NUMBER] days of receiving notice of any meeting of shareholders at which directors are to be elected, if such meeting is one in which no specific notice is required, then not later than [NUMBER] days before such meeting is scheduled to begin. If no designation is received by a Shareholder from another Shareholder, such Shareholder shall be entitled to presume that the incumbent director, if any, designated by each such Shareholder shall continue to be the designee of such Shareholder.
Section 2. Removal of Directors. If at any time any a Shareholder who has designated a candidate who has been elected as a director notifies the other Shareholders of such Shareholder's desire and intention to remove or replace such Shareholder's designee or to fill a vacancy caused by the resignation of such Shareholder's designee, all Shareholders shall cooperate in causing the requested removal and/or replacement by voting in the appropriate manner.
Section 3. Amendment of Articles. Unless all Shareholders unanimously so agree, each Shareholder agrees to vote against any amendment or restatement of the Corporation's articles of incorporation and to vote against any amendment or restatement of the Corporation's bylaws.
Section 4. Irrevocable Proxies. Each Shareholder hereby grants to, and is deemed to have executed in favor of, all of the other Shareholders, an irrevocable proxy to vote, or to give written consent with respect to, all the voting equity securities owned by the grantor of the proxy (i) for the election to the board of directors of such individuals as the grantee of the proxy shall be entitled to designate pursuant to this Agreement, and (ii) against any amendment or restatement of the Corporation's articles of incorporation, and (iii) against any amendment or restatement of the Corporation's bylaws.
Section 5. Endorsement of Certificates. Each certificate representing shares now, or hereafter, held by any of the Shareholders shall be inscribed substantially as follows:
The transfer of the shares represented by this certificate is restricted under the terms of an Agreement dated [DATE], a copy of which is on file at the offices of the Corporation.
Section 6. Remedies. The parties acknowledge that any violation of this Agreement will cause irreparable harm to the parties hereto. As a consequence, the parties agree that if any party fails to abide by the terms of this Agreement, any other party will be entitled to specific performance, including the immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and to judgment for damages caused by such breach, and to any other remedies provided by applicable law.
Section 7. Term. This Agreement shall terminate upon the voluntary written agreement of all parties who are then bound by the terms of this Agreement, but in any event, this Agreement shall terminate ten years after the date hereof. Upon termination of this Agreement, the Shareholders shall surrender to the Corporation their certificates and the Corporation shall issue to them an equal number of shares without the endorsement set forth in Section 5.
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