Voting Agreement (Updated October 2024) (NVCA)
This agreement outlines how shareholders of a company will vote on key corporate matters, including the election and removal of board members, and potentially the sale of the company. It includes provisions for a drag-along right, ensuring all shareholders participate in an approved sale, and addresses compliance with "bad actor" and sanctions regulations. Its primary goal is to standardize shareholder voting behavior in venture-backed companies.
This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.
For convenience of review, for those who will redline this against prior NVCA versions, the drafters specifically labeled both footnotes that are new, and those that contain substantive revisions to the prior footnote.
[AMENDED AND RESTATED] VOTING AGREEMENT
THIS [AMENDED AND RESTATED] VOTING AGREEMENT (this “Agreement”) is made as of [________], 20[__], by and among [____________], a Delaware corporation (the “Company”), the Investors (as defined below), the Key Holders¹ (as defined below), and other Stockholders (as defined below).
¹ In most cases, investors will want the term “Key Holders” to include holders of a significant number of common stock, or options to purchase a significant number of shares, in addition to the individuals who actually founded the Company.
RECITALS²
² Recitals have been further simplified and conformed across documents; update as required to reflect the specific terms of the particular transaction.
³
³ Section 706(a) of the California General Corporation Law and Section 218(c) of the Delaware General Corporation Law (the “DGCL”) specifically allow voting agreements between stockholders, provided such agreements are in writing and signed by the parties thereto. The powers created by these sections are not limited to board matters.
[WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of [Series [_]] Preferred Stock and/or shares of Common Stock issued upon conversion thereof, and certain holders of Common Stock and/or options to purchase Common Stock (the “Existing Key Holders”) previously agreed to certain voting arrangements pursuant to that certain [Amended and Restated] Voting Agreement dated as of [_________ , 20], by and among the Company, such Existing Investors (the “Prior Agreement”);
WHEREAS, the undersigned Existing Investors and Existing Key Holders are holders of a sufficient number of the securities of the Company as are required to amend the Prior Agreement, and desire to amend and restate the Prior Agreement in its entirety and to accept the rights and obligations created pursuant to this Agreement in lieu of the rights and obligations applicable to them under the Prior Agreement;]
WHEREAS, the Company and [certain of] the Investors are parties to that certain Series [_] Preferred Stock Purchase Agreement of even date herewith by and among the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’ obligations are conditioned upon the execution and delivery of this Agreement by the undersigned parties;
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California note
This version is drafted for California. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
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