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Stockholders Voting Agreement
1. Parties. The undersigned are all of the stockholders of
[name of corporation], a [state] corporation (Corporation).
2. Election of Directors. The Board of Directors of Corporation shall consist of [number] members. [Name of shareholder] shall nominate [number] Directors; [name of shareholder] shall nominate [number] Directors; and [name of
shareholder] shall nominate [number] Directors. Each of the parties to this Agreement will vote all of the party's shares of Corporation at all regular or special meetings for the nominees for Director made by each other in accordance with this Agreement and for no other person.
3. Election of Officers. For the best interests of Corporation, each of the parties agrees that the following persons shall be designated as officers of Corporation:
These persons are to serve as officers of Corporation as long as they are reasonably able to perform such duties [or, these persons are to serve as officers of Corporation as long as they own stock in Corporation, are reasonably able to perform such duties, and conduct the business of Corporation as their principal occupation].
4. Proxy. If any party to this Agreement is unable to attend any regular or special meetings of the shareholders of Corporation at which Directors of Corporation are to be elected, such party shall appoint another party to this Agreement as attorney-in-fact to vote as his proxy on any question that may be brought before such meeting, including the election of Directors, in accordance with this Agreement.
5. Amendment or Termination. This Agreement cannot be amended or terminated except with the unanimous written consent of the parties.
5. Amendment or Termination. This Agreement cannot be amended or terminated except with the written consent of [requirement, e.g., two thirds of the individual shareholders who are parties to this Agreement].
6. Heirs and Assigns. This Agreement is binding on the heirs, executors, administrators, and assigns of the undersigned.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____