NVCA Voting Agreement Reviewer Checklist

NVCA Voting Agreement § 1.1 includes subsequently acquired voting securities in Shares.

“Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for members of the Board, including, without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

See § 1.1, Shares

NVCA Voting Agreement recommends checking class and series voting rights against the charter.

Careful consideration should be given to ensure that the voting agreement does not contradict class or series votes created by the Certificate of Incorporation.

See editorial note 4

NVCA Voting Agreement § 1.1 defines a company sale by the stated stock-control or Deemed Liquidation Event tests.

“Sale of the Company” means either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than 50% of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event,” as defined in the Restated Certificate.

See § 1.1, Sale of the Company

NVCA Voting Agreement Stockholders definition specifies that the definition includes other common holders and places them on Schedule C.

“Stockholders” means the Investors, the Key Holders, and each other holder of Common Stock of the Company that becomes party to this Agreement that is not an Investor or Key Holder (which other stockholders shall be set forth on Schedule C to this Agreement).

See Stockholders definition

NVCA Voting Agreement § 1.1 defines Qualified Key Holder through selected service and entity-control conditions.

A “Qualified Key Holder” is a Key Holder and (i) if an individual, is providing services to the Company or its subsidiaries as a [full-time] employee [or consultant (excluding service solely as member of the Board)] and (ii) if an entity, is owned or controlled by an individual providing services to the Company or its subsidiaries as a [full-time] employee [or consultant (excluding service solely as member of the Board)].

See § 1.1, Qualified Key Holder

NVCA Voting Agreement § 1.1 leaves the Requisite Holders preferred-stock threshold for selection.

“Requisite Holders” means the holders of [at least [___]%/a majority] of the then-outstanding shares of Preferred Stock, calculated together as a single class and on an as-converted basis.

See § 1.1, Requisite Holders

NVCA Voting Agreement’s alternative preferred-seat provisions use either a minimum share count or an as-converted ownership percentage, together with a sanctions condition.

[As a Preferred Director, [Example 1: one person designated from time to time by [Name of Investor], for so long as [Name of Investor] and its Affiliates (i) continue to beneficially own an aggregate of at least [______] shares of Preferred Stock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like and (ii) are not Sanctioned Parties, which individual as of the date of this Agreement is [_____________];][[Example 2: As a Preferred Director, one person designated from time to time by [Name of Investor], for so long as [Name of Investor] and its Affiliates (i) continue to beneficially own an aggregate of at least [_____]% of the outstanding capital stock of the Company on an as-converted basis, and (ii) are not Sanctioned Parties, which individual as of the date of this Agreement is[___________];]

See NVCA Model Voting Agreement (June 2026), § 1.2(a), alternatives.

NVCA Voting Agreement offers a common-seat designation by Qualified Key Holders or a named director with selected service conditions.

[As a Common Director, [Example 1: one individual who is designated by Qualified Key Holders holding a majority of the shares of Common Stock held by Qualified Key Holders, for so long as any Qualified Key Holder holds any shares of Common Stock, which individual as of the date of this Agreement is [___________];] [Example 2: [name of a Common Director], for so long as such director [remains a [full-time] employee [or consultant (excluding service solely as member of the Board)] of the Company][, except that if such director resigns or is unable to serve, then one individual who is designated by Qualified Key Holders holding a majority of the shares of Common Stock held by Qualified Key Holders for so long as any Qualified Key Holder holds any shares of Common Stock];]

See NVCA Model Voting Agreement (June 2026), § 1.2(b), alternatives.

NVCA Voting Agreement’s optional CEO-seat provision calls for replacing the former CEO with the current CEO.

[As the [other] Common Director, the Company’s Chief Executive Officer (the “CEO Director”), who as of the date of this Agreement is [_____], provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned from the position of CEO Director; and (ii) to elect the then-current Chief Executive Officer of the Company to serve as the new CEO Director; and]

See NVCA Model Voting Agreement (June 2026), § 1.2(c), optional CEO seat.

NVCA Voting Agreement § 1.2 offers an optional Mutual Director who is not affiliated with the company or any investor and is designated by mutual agreement of the other then-seated directors, with a charter-electorate fallback when a designation does not apply or would violate applicable sanctions.

[As [each/the] Mutual Director, [one individual who is not otherwise an Affiliate of the Company or of any Investor and who is designated by mutual agreement of the other then-seated members of the Board (the “Mutual Director”), which individual as of the date of this Agreement is [___________]]. For clarity, to the extent that the election of a director pursuant to any of foregoing clauses (a) through [(d)] above shall not be applicable, or shall cause the Company to violate applicable Sanctions, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate.

See NVCA Model Voting Agreement (June 2026), § 1.2(d) and concluding paragraph.

NVCA Voting Agreement § 1.3 fills board vacancies through Section 1.2.

Vacancies. Any vacancies in the Board shall be filled only pursuant to the provisions of Section 1.2.

See § 1.3

NVCA Voting Agreement § 1.5 separates stockholder consents from the company’s meeting-efforts undertaking.

Stockholder Action. All Stockholders agree to execute any written consents required to perform the obligations of this Section 1, and the Company agrees to use commercially reasonable efforts to cause to be called a special meeting of stockholders for the purpose of electing, removing or replacing directors upon the written request of (i) any Person entitled to designate a director or (ii) the holders of the requisite number of shares of capital stock entitled to approve a director candidate pursuant to Section 1.2.

See § 1.5

NVCA Voting Agreement recommends coordinating vacancy provisions with the charter and bylaws.

For flexibility, it may be useful to permit the Board to fill the vacancy in addition to the right of the stockholders to do so, in which case (i) this sentence should be deleted, and (ii) the drafter should add language that the vacancy can be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected in compliance with Section 223 of the DGCL. The drafter should also take care that the provision is in accord with the Certificate of Incorporation and the bylaws.

See editorial note 13

NVCA Voting Agreement combines selected removal triggers with a restriction on removal outside that mechanism.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: a director elected or serving pursuant to Section 1.2, or reelected pursuant to Section 1.3, shall be promptly removed from office upon the occurrence of any of the following: [(i) written request of any Person(s) who would be entitled to designate a replacement for such director pursuant to Section 1.2 to remove such director; (ii) written request of stockholders that hold the requisite votes to approve a replacement for such director pursuant to Section 1.2 to remove such director; (iii) if such director is the Mutual Director, upon the affirmative vote of a majority of the Person(s) entitled to designate such director; (iv) if such director is no longer entitled or eligible to occupy such Board seat pursuant to the applicable conditions of Section 1.2; or (v) either the director or the Person(s) entitled to designate the director is a Sanctioned Party]; no director elected or serving pursuant to Section 1.2, or reelected pursuant to Section 1.3, may be removed from office [other than for cause] unless (i) such removal is made in accordance with Section 1.4(a); or (ii) the applicable subsection of Section 1.2 is no longer in effect pursuant to its terms.

See NVCA Model Voting Agreement (June 2026), § 1.4.

NVCA Voting Agreement’s June 2026 text separately addresses designation, voting for a designee and the designee’s conduct as a director.

No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of (a) designating a person for election as a director, (b) voting for a person designated for election as a director, or (c) any act or omission by such designated person in such designated person’s capacity as a director of the Company.

See NVCA Model Voting Agreement (June 2026), § 1.6.

NVCA Voting Agreement § 2 calls for voting to maintain enough authorized common shares for preferred conversion.

Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

See § 2

NVCA Voting Agreement § 4.1 specifies that the company promises a conversion-capacity meeting on a preferred holder’s written request.

In addition to its obligations pursuant to Section 1.5 above, the Company covenants and agrees to call a special meeting of stockholders for the purposes of [(a)] increasing the number of authorized shares of Common Stock as contemplated by Section 2, upon the written request of any holder of Preferred Stock[, and (b) approving a Sale of the Company, upon the written request of the Selling Investors in accordance with Section 3.1].

See § 4.1

NVCA Voting Agreement conditions its drag-along on the selected approvals, an express invocation of Section 3 and satisfaction of Section 3.2.

Actions to be Taken. In the event that [(i)] the holders of at least [specify percentage]% of [the shares of Common Stock then issued or issuable upon conversion of] the then-outstanding shares of Preferred Stock (the “Selling Investors”); [[and] (ii) the holders of [a majority] of the then outstanding shares of Common Stock [(other than those issued or issuable upon conversion of the shares of Preferred Stock)]] held by Qualified Key Holders voting as a separate class; [and [(iii)] the Board;] approve a Sale of the Company (which approval of the Selling Investors [and the holders described in clause (ii)] must be in writing), which approval specifies that this Section 3 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Section 3.2 below, each Stockholder and the Company hereby agree:

See NVCA Model Voting Agreement (June 2026), § 3.1, opening condition.

NVCA Voting Agreement limits dragged holders’ representations to several obligations concerning authority, ownership and ability to convey title.

any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are made severally and not jointly and are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by the Stockholder in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement (including the Company’s or such Stockholder’s organizational documents) to which the Stockholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Stockholder;

See NVCA Model Voting Agreement (June 2026), § 3.2(a).

NVCA Voting Agreement separately limits restrictive covenants, releases and changes to other contractual relationships, with stated exceptions.

such Stockholder is not required to agree (unless such Stockholder is a Company officer, director, or employee) to any restrictive covenant in connection with the Proposed Sale (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale) or any release of claims other than a release in customary form of claims arising solely in such Stockholder’s capacity as a stockholder of the Company; such Stockholder and its Affiliates are not required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective Affiliates, except that the Stockholder may be required to agree to terminate the investment-related documents between or among such Stockholder, the Company and/or other stockholders of the Company;

See NVCA Model Voting Agreement (June 2026), § 3.2(b)–(c).

NVCA Voting Agreement separates a holder’s liability from other persons’ breaches, with company and optional escrow qualifications.

the Stockholder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the Proposed Sale, other than the Company [(except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders)];

See NVCA Model Voting Agreement (June 2026), § 3.2(d).

NVCA Voting Agreement limits a holder’s allocated indemnity exposure to its proceeds, except for that holder’s fraud.

liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale in such person’s capacity as a stockholder of the Company, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; [and]

See NVCA Model Voting Agreement (June 2026), § 3.2(e).

NVCA Voting Agreement specifies within-class consideration and charter-based allocation, with a cash-substitution qualification for certain securities recipients.

upon the consummation of the Proposed Sale (i) each holder of each class or series of the capital stock of the Company will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless waived pursuant to the terms of the Restated Certificate or as may be required by law, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Section 3.2(f), if the consideration to be paid in exchange for the Shares held by the Stockholder pursuant to this Section 3.2(f) includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares held by the Stockholder, which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares held by the Stockholder[; and][.]

See NVCA Model Voting Agreement (June 2026), § 3.2(f).

NVCA Voting Agreement’s optional election provision offers the same consideration choice subject to generally applicable eligibility limits.

[subject to Section 3.2(f) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that nothing in this Section 3.2(g) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders.]

See NVCA Model Voting Agreement (June 2026), § 3.2(g), optional.

*Trados* supplies a conflict-review flag based on the board composition in that case.

Because a board majority comprised of disinterested and independent directors did not approve the Merger, the defendants had to prove that the transaction was entirely fair.

See In re Trados Inc. Shareholder Litigation (Del. Ch. 2013), introductory standard-of-review discussion.

NVCA Voting Agreement § 3.1(a) addresses approval votes and proportionate Stock Sale participation, subject to its sale conditions.

if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and approve, such Sale of the Company [(together with any related amendment or restatement to the Restated Certificate required to implement such Sale of the Company)][and the related definitive agreement(s) pursuant to which the Sale of the Company is to be consummated] and to vote in opposition to any and all other proposals that could [reasonably be expected to] delay or impair the ability of the Company to consummate such Sale of the Company; if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Section 3.2 below, on the same terms and conditions as the other stockholders of the Company;

See § 3.1(a)–(b)

Manti held that sophisticated and informed parties, represented by counsel and with bargaining power, could freely agree in advance to waive appraisal rights for valuable consideration.

Thus, this case is about whether sophisticated and informed parties, represented by counsel and with the benefit of bargaining power, can freely agree to alienate their appraisal rights ex ante in exchange for valuable consideration. The answer to that question is yes.

See Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021), p. 46, majority opinion.

NEA did not permit its covenant to relieve liability for intentional harm.

The Covenant is not unreasonable on the facts of this case. Sophisticated repeat players consented explicitly to a clear provision in a stockholder-level agreement that applies only to a specific transaction. Nevertheless, the Covenant cannot relieve the defendants of tort liability for intentional harm.

See New Enterprise Associates 14, L.P. v. Rich (Del. Ch. 2023), concluding covenant analysis

NEA warns that a broad fiduciary-claim waiver is unacceptable.

A broad waiver of any ability to assert claims for breach of fiduciary duty would be a non-starter.

See New Enterprise Associates 14, L.P. v. Rich (Del. Ch. 2023), introductory covenant analysis

NVCA Voting Agreement § 3.1(g) addresses representative appointment, funds, expenses and a claim restriction with misconduct exceptions.

in the event that the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative, within the scope of the Stockholder Representative’s authority, in connection with its service as the Stockholder Representative, absent fraud, bad faith, [gross negligence] or willful misconduct.

See § 3.1(g), claim restriction

NVCA Voting Agreement § 3.1(c) requires reasonably requested sale-support documents and specified filing information.

to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 3, including, without limitation, (i) executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, any reasonably customary release agreement in the capacity of a securityholder, termination of investment related documents, accredited investor forms, documents evidencing the removal of board designees as power of attorneys or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents and (ii) providing any information reasonably necessary for any public filings with the Securities and Exchange Commission in connection with the Sale of the Company;

See NVCA Model Voting Agreement (June 2026), § 3.1(c).

NVCA Voting Agreement § 3.1(d)–(e) addresses conflicting voting arrangements and appraisal or transaction claims.

not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company; to refrain from (i) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, or (ii) asserting any claim or commencing, joining or participating in any way (including, without limitation, as a member of a class) in any action, suit or proceeding challenging the Sale of the Company, this Agreement, consummation of the transactions contemplated in connection with the Sale of the Company or this Agreement, including, without limitation, (x) challenging the validity of, or seeking to enjoin the operation of, the definitive agreement(s) with respect to such Sale of the Company or (y) alleging a breach of any fiduciary duty (including, without limitation, aiding and abetting a breach of any fiduciary duty) by the Selling Investors or any Affiliate or associate thereof, the directors of the Company or the acquirer(s) in connection with the Sale of the Company or any action taken thereby with respect to such Sale of the Company;

See NVCA Model Voting Agreement (June 2026), § 3.1(d)–(e).

NVCA Voting Agreement § 3.1(f) permits board-valued cash in place of securities in the stated registration or information circumstances.

if the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and

See NVCA Model Voting Agreement (June 2026), § 3.1(f).

NVCA Voting Agreement § 3.3 conditions a Stock Sale on participation and allocation, subject to its written-election exception.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless (a) all holders of Preferred Stock are allowed to participate in such transaction(s) and (b) the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Restated Certificate in effect immediately prior to the Stock Sale (as if such transaction(s) were a Deemed Liquidation Event), unless the holders of at least the requisite percentage required to waive treatment of the transaction(s) as a Deemed Liquidation Event pursuant to the terms of the Restated Certificate, elect to allocate the consideration differently by written notice given to the Company at least [__] days prior to the effective date of any such transaction or series of related transactions.

See § 3.3

NVCA Voting Agreement § 3.5 specifies that its notice waiver is tied to a sale subject to Section 3.1.

Waiver of Statutory Notices. Each Stockholder hereby waives the right to receive any notices that would otherwise be required to be given to it under Sections 228 and/or 262 of the DGCL in connection with a Sale of the Company in which the Stockholder is required to comply with the provisions of Section 3.1.

See § 3.5

NVCA Voting Agreement § 3.4 limits action and benefits by sanctions compliance and excludes sanctioned holdings from voting thresholds.

Effect of Sanctioned Party Status. For clarity, if any Stockholder is a Sanctioned Party, such Stockholder will not be required to take any action described in Section 3.1, and will not be entitled to receive any benefit described in Section 3.2, if such action would cause the Company or any other party to violate applicable Sanctions. The Shares held by such Stockholders shall be disregarded for the purpose of calculating any voting threshold set forth in this Agreement.]

See § 3.4

NVCA Voting Agreement distinguishes targeted restrictions from complete prohibitions.

Model language is to account for the fact that some listed parties may not be fully prohibited, but rather subject to more targeted restrictions.

See editorial note 9

NVCA Voting Agreement § 1.1 qualifies Sanctioned Party status by prohibited dealings under applicable Sanctions.

“Sanctioned Party” means any Person: (i) organized under the laws of, ordinarily resident in, or located in a country or territory that is the subject of comprehensive Sanctions (“Restricted Countries”); (ii) 50% or more owned or controlled by the government of a Restricted Country; or (iii) (A) designated on a sanctioned parties list administered by the United States[, European Union, or United Kingdom], including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, [and ]Sectoral Sanctions Identification List[, the Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, and the UK’s Consolidated Sanctions List] (collectively, “Designated Parties”); or (B) 50% or more owned or, where relevant under applicable Sanctions, controlled, individually or in the aggregate, by one or more Designated Party, in each case only to the extent that dealings with such Person is are prohibited pursuant to applicable Sanctions.

See § 1.1, Sanctioned Party

NVCA Voting Agreement § 1.1 defines Sanctions by applicable law and selected jurisdictions.

“Sanctions” means applicable laws and regulations pertaining to trade and economic sanctions administered by the United States[, European Union, or United Kingdom].

See § 1.1, Sanctions

NVCA Voting Agreement § 4.2 authorizes documentation through the power of attorney after its five-business-day request period.

The power of attorney granted hereunder shall authorize each Proxyholder to execute and deliver any documentation required by this Agreement on behalf of any party failing to do so within five business days after request by the Company.

See § 4.2, documentation sentence

8 Del. C. § 212(e) requires an irrevocable proxy to have its stated irrevocability and a sufficient legal interest.

(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

See 8 Del. C. § 212(e)

NVCA Voting Agreement § 4.3 requires commercially reasonable cooperation on expedited enforcement litigation.

Each party to this Agreement agrees to use commercially reasonable efforts to cooperate in seeking and agreeing to an expedited schedule in any litigation seeking an injunction or order of specific performance.

See § 4.3, final sentence

NVCA Voting Agreement § 4.4 describes remedies as cumulative.

Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

See § 4.4

NVCA Voting Agreement § 4.2 specifies that the proxy grant identifies proxyholders, covered actions and three voting triggers.

Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the [President of the Company and the Chairperson of the Board] and a designee of the Requisite Holders (each, a “Proxyholder”), and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes regarding the composition of the Board, [and ]votes to increase authorized shares [and votes, waivers, and other actions required to be taken pursuant to Section 3 of this Agreement in connection with a Sale of the Company, ]and hereby authorizes each of them to represent and vote [and take such other actions], if and only if the party (i) fails to vote [and take such other actions] within five business days after request by the Company, (ii) is prohibited from voting due to Sanctions or other applicable laws, or (iii) attempts to vote (whether by proxy, in person or by written consent) [or take actions] in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election or removal of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares [or approval of any Sale of the Company ]pursuant to and in accordance with the terms and provisions of this Agreement or to take any action reasonably necessary to effect this Agreement.

See § 4.2, first sentence

NVCA Voting Agreement § 4.3 specifies that the enforcement promise preserves the bank-holding-company limitation.

Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction; provided that no party that is regulated as a bank holding company under the Bank Holding Company Act of 1956, as amended, shall have the right to enforce against any Stockholder any provisions of this Agreement that (a) requires a Stockholder to vote for or against any matter or (b) restricts or conditions the ability of a Stockholder to transfer its Shares.

See § 4.3, enforcement sentence

NVCA Voting Agreement § 4.1 specifies that the company promises a conversion-capacity meeting on a preferred holder’s written request.

In addition to its obligations pursuant to Section 1.5 above, the Company covenants and agrees to call a special meeting of stockholders for the purposes of [(a)] increasing the number of authorized shares of Common Stock as contemplated by Section 2, upon the written request of any holder of Preferred Stock[, and (b) approving a Sale of the Company, upon the written request of the Selling Investors in accordance with Section 3.1].

See § 4.1

17 C.F.R. § 230.506(d)(2)(iv), instruction specifies that the reasonable-care exception requires a factual inquiry appropriate to the circumstances.

An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist. The nature and scope of the factual inquiry will vary based on the facts and circumstances concerning, among other things, the issuer and the other offering participants.

See 17 C.F.R. § 230.506(d)(2)(iv), instruction

NVCA Voting Agreement § 5.2(b) specifies that the company representation includes knowledge qualifications and specified rule exceptions.

The Company hereby represents and warrants to the Investors that no Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) is applicable.

See § 5.2(b)

Rule 506(e) addresses written disclosure of qualifying pre-September 23, 2013 matters.

The issuer shall furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters that would have triggered disqualification under paragraph (d)(1) of this section but occurred before September 23, 2013. The failure to furnish such information timely shall not prevent an issuer from relying on this section if the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known of the existence of the undisclosed matter or matters.

See 17 C.F.R. § 230.506(e)

NVCA Voting Agreement § 5.1 specifies that the defined event includes specified bad-actor events and becoming a Sanctioned Party.

“Disqualification Event” means a “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act or any event which results in a director designee becoming a Sanctioned Party.

See § 5.1, Disqualification Event definition

NVCA Voting Agreement § 5.2(a) specifies that the designator representation retains reasonable-care, knowledge and related-party qualifications.

Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents that (i) such Person has exercised reasonable care to determine whether any Disqualification Event is applicable to such Person, any director designee designated by such Person pursuant to this Agreement or any of such Person’s Rule 506(d) Related Parties and (ii) no Disqualification Event is applicable to such Person, any Board member designated by such Person pursuant to this Agreement or, to such Person’s knowledge, any of such Person’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Notwithstanding anything to the contrary in this Agreement, each Investor makes no representation regarding any Person that may be deemed to be a beneficial owner of the Company’s voting equity securities held by such Investor solely by virtue of that Person being or becoming a party to (x) this Agreement, as may be subsequently amended, or (y) any other contract or written agreement to which the Company and such Investor are parties regarding (1) the voting power, which includes the power to vote or to direct the voting of, such security; and/or (2) the investment power, which includes the power to dispose, or to direct the disposition of, such security.

See § 5.2(a)

NVCA Voting Agreement § 5.3 specifies that the covenants address selection inquiry, removal, replacement and qualified notification duties.

Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement covenants and agrees (i) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee, (ii) to exercise reasonable care to determine whether any director designee designated by such person is a Disqualified Designee, (iii) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee, and (iv) to notify the Company promptly in writing in the event a Disqualification Event becomes applicable to such Person or any of its Rule 506(d) Related Parties, or, to such Person’s knowledge, to such Person’s initial designee named in Section 1.2, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

See § 5.3

NVCA Voting Agreement’s term provision includes offering, sale and agreed-termination triggers and bracketed additional choices.

Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the consummation of the Company’s first underwritten public offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction)[, or Qualified Direct Listing (as defined in the Restated Certificate)]; (b) the consummation of a Sale of the Company and, if applicable, distribution of proceeds to or escrow for the benefit of the Stockholders in accordance with the Restated Certificate[, provided that the provisions of Section 3 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 3 with respect to such Sale of the Company]; [and] (c) termination of this Agreement in accordance with Section 7.8 below[; and (d) _____ __, 20__].

See NVCA Model Voting Agreement (June 2026), § 6.

NVCA Voting Agreement recommends coordinating termination across the financing agreements, with a registration-rights exception.

The termination provision should conform to that in the Right of First Refusal and Co-sale Agreement and the Investors’ Rights Agreement (other than the registration rights termination provision).

See NVCA Model Voting Agreement (June 2026), editorial note 29.

NVCA Voting Agreement conditions later preferred issuances on the purchaser joining as an Investor and Stockholder.

Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, the Person acquiring such shares of Preferred Stock, as a condition to the issuance of such shares by the Company, shall become a party to this Agreement by executing and delivering a counterpart signature page to this Agreement agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder.

See NVCA Model Voting Agreement (June 2026), § 7.1(a), first sentence.

NVCA Voting Agreement’s other-accession provision includes optional securities and ownership-threshold language.

In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock [or options or warrants to purchase shares of capital stock] to such Person (other than to a purchaser of Preferred Stock described in Section 7.1(a) above), [following which such Person shall hold Shares constituting 1% or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged)], then such Person, as a condition precedent to entering into such agreement or acquiring such shares[, options, or warrants] shall become a party to this Agreement by executing and delivering a counterpart signature page to this Agreement agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and, if applicable, a Key Holder.

See NVCA Model Voting Agreement (June 2026), § 7.1(b), first sentence.

NVCA Voting Agreement requires a transferee’s written joinder in the transferor’s capacity before company recognition of the transfer.

Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering a counterpart signature page in this Agreement, agreeing to be bound by and subject to the terms of this Agreement in the same capacity as the transferor.

See NVCA Model Voting Agreement (June 2026), § 7.2, first sentence.

NVCA Voting Agreement § 7.3 makes selected designation rights nontransferable except through an amendment.

Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties; provided, however, that the rights to designate members of the Board in Section[s] [1.2(a)-(b)] are nontransferable (and shall not be binding upon or inure to the benefit of successors and assigns) other than pursuant to an amendment effected in accordance with Section 7.8 below.

See NVCA Model Voting Agreement (June 2026), § 7.3, first sentence.

NVCA Voting Agreement § 7.1(b) specifies that an incoming holder is solely a Stockholder unless the selected Key Holder approval is obtained.

A Person who becomes party to this Agreement pursuant to this Section 7.1(b) shall solely be a “Stockholder”, unless such Person being designated a “Key Holder” is approved by [the Company in its sole discretion].

See NVCA Model Voting Agreement (June 2026), § 7.1(b), final sentence.

NVCA Voting Agreement § 7.4 selects Delaware internal law.

Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

See NVCA Model Voting Agreement (June 2026), § 7.4.

NVCA Voting Agreement § 7.7(b) treats returned or undeliverable email notice as ineffective.

To the extent that any notice given by means of electronic mail is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given.

See NVCA Model Voting Agreement (June 2026), § 7.7(b), second sentence.

NVCA Voting Agreement § 7.7(a) locates holder contacts in schedules and company contacts on its signature page.

All communications shall be sent to the respective parties at their address as set forth on the Schedules to this Agreement, or (as to the Company) to the address set forth on the signature page hereto, or, in any case, to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 7.7.

See NVCA Model Voting Agreement (June 2026), § 7.7(a), address sentence.

NVCA Voting Agreement Stockholders definition specifies that other common holders who join are recorded on Schedule C.

“Stockholders” means the Investors, the Key Holders, and each other holder of Common Stock of the Company that becomes party to this Agreement that is not an Investor or Key Holder (which other stockholders shall be set forth on Schedule C to this Agreement).

See Stockholders definition

NVCA Voting Agreement § 7.7(a) states that the specified copy communications do not constitute notice.

If notice is given to the Company, a copy (which copy shall not constitute notice) shall also be sent to [Company counsel name and address], and if notice is given to any Investor, a copy (which copy shall not constitute notice) shall also be given to any “cc” address noted on Schedule A for such Investor.

See § 7.7(a), copy-recipient sentence

NVCA Voting Agreement uses a written instrument, selected holder approvals and a sanctions exclusion for amendments and waivers.

This Agreement may be amended, modified or terminated (other than pursuant to Section 6) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (i) the Company; (ii) the [Qualified] Key Holders holding [specify percentage]% of the Shares then held by the [Qualified] Key Holders [provided that such consent shall not be required if the [Qualified] Key Holders do not then own Shares representing at least [specify percentage]% of the outstanding capital stock of the Company]; and (iii) the Requisite Holders; provided that Shares held by a Sanctioned Party shall be disregarded for the purpose of calculating the percentages set forth in this section (including determination of Requisite Holders).

See NVCA Model Voting Agreement (June 2026), § 7.8(a).

NVCA Voting Agreement qualifies amendments with affected-party protections, optional seat consents and specified exceptions.

Notwithstanding the foregoing: this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion; [the provisions of Section 1.2(a) and this Section 7.8(b)(ii) may not be amended, modified, terminated or waived without the written consent of [Name of Investor 1] for so long as [Name of Investor 1] continues to have rights pursuant to Section 1.2(a);] [the provisions of Section 1.2(a) and this Section 7.8(b)(iii) may not be amended, modified, terminated or waived without the written consent of [Name of Investor 2] for so long as [Name of Investor 2] continues to have rights pursuant to Section 1.2(a);] [the provisions of Section 1.2(b) and this Section 7.8(b)(iv) may not be amended, modified, terminated or waived without the written consent of [the [Qualified] Key Holders][the holders of [specify percentage] of shares of Common Stock];] the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination, or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; the Schedules to this Agreement may be amended by the Company from time to time in accordance with Sections 7.1 and 7.2 without the consent of the other parties hereto; and any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party.

See NVCA Model Voting Agreement (June 2026), § 7.8(b).

NVCA Voting Agreement § 7.8(c) requires notice to affected nonconsenting parties but does not invalidate an otherwise compliant change for missing notice.

The Company shall give prompt written notice of any amendment, modification, termination, or waiver hereunder to any party whose rights and/or obligations were affected by such amendment, modification, termination, or waiver and that did not consent in writing to such amendment, modification, termination, or waiver; provided that the failure to provide such notice shall not invalidate any amendment, modification, termination, or waiver in accordance with this Section 7.8.

See NVCA Model Voting Agreement (June 2026), § 7.8(c).

NVCA Voting Agreement § 7.8(e) permits its written-instrument requirement to be satisfied by the specified circulated stockholder consent.

For purposes of this Section 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

See NVCA Model Voting Agreement (June 2026), § 7.8(e).

NVCA Voting Agreement § 7.11 specifies that its entire-agreement provision includes transaction documents and side letters.

Entire Agreement. [Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect.] This Agreement (including the Exhibits and Schedules hereto) together with the Restated Certificate and other Transaction Agreements (as defined in the Purchase Agreement) and any Side Letters constitute the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between or among any of the parties are expressly canceled.

See NVCA Model Voting Agreement (June 2026), § 7.11.

NVCA Voting Agreement § 7.9 requires waivers to be written and limited to the stated scope.

Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.

See NVCA Model Voting Agreement (June 2026), § 7.9, waiver sentence.

NVCA Voting Agreement § 7.18 aggregates affiliate holdings for availability of agreement rights.

Aggregation of Stock. All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliates may apportion such rights as among themselves in any manner they deem appropriate.

See NVCA Model Voting Agreement (June 2026), § 7.18.

NVCA Voting Agreement § 7.12 specifies that the company promises legends and copies of the agreement, with a stated failure-to-perform qualification.

The Company, by its execution of this Agreement, agrees that it will cause the certificates, instruments, or book entry evidencing the Shares issued after the date hereof to be notated with the legend required by this Section 7.12 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Section 7.12 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

See § 7.12, company undertaking

NVCA Voting Agreement § 7.13 specifies that later-issued shares become subject to the agreement and its legend requirement.

In the event of any issuance of Shares or the voting securities of the Company hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Section 7.12.

See § 7.13

NVCA Voting Agreement § 7.15 requires cooperation and reasonably requested further actions to carry out the parties’ intent.

At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to carry out the intent of the parties hereunder.

See § 7.15

NVCA Voting Agreement § 7.6 denies interpretive significance to its titles and subtitles.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

See § 7.6

NVCA Voting Agreement § 7.10 separates the validity of other provisions from an invalid or unenforceable provision.

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

See § 7.10

NVCA Voting Agreement § 7.14 permits the stated voting methods without requiring express reference to the agreement.

The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

See § 7.14

NVCA Voting Agreement § 7.16(b) includes a separate equitable-relief jurisdiction provision with blanks.

Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of [_____] or any state court of [state] having subject matter jurisdiction.

See NVCA Model Voting Agreement (June 2026), § 7.16(b).

NVCA Voting Agreement § 7.17 offers own-cost and prevailing-party fee alternatives.

Costs of Enforcement. [Each party will bear its own costs in respect of any disputes arising under this Agreement.] [The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.]

See NVCA Model Voting Agreement (June 2026), § 7.17, alternatives.

NVCA Voting Agreement § 7.16(a) specifies that the arbitration alternative defines the disputes covered and retains its stated exceptions.

[Alternative 1: Except as (i) otherwise provided in this Agreement, or (ii) any disputes, controversies, or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, any unresolved dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by arbitration before a single arbitrator.

See § 7.16(a), Alternative 1, first sentence

NVCA Voting Agreement § 7.16(a) specifies that the court alternative requires selection of state and federal forums and includes jurisdiction and venue waivers.

The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of [state] and to the jurisdiction of the United States District Court for the District of [judicial district] for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of [state] or the United States District Court for the District of [judicial district], and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.]

See § 7.16(a), Alternative 2

NVCA Voting Agreement § 7.16(c) includes an express jury-trial waiver for the listed transaction-related claims.

(c) Waiver of Jury Trial: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF.

See § 7.16(c), first sentence