# Reviewing the NVCA Voting Agreement[^about] Board seats, director removal, drag-along safeguards, termination and holder consents in the June 2026 NVCA Voting Agreement. ## Whose shares and votes does the NVCA Voting Agreement cover? {#parties-and-definitions} **Short answer.** The June 2026 NVCA Voting Agreement defines Shares to include securities entitled to vote for board members that a stockholder owns or acquires later, including through splits, dividends, reclassification or similar events. [^nvca-voting-shares-definition] Its Stockholders definition also includes other common holders who join and are listed on Schedule C. [^nvca-voting-stockholder-definition] NVCA’s editorial note calls for comparison of the recitals with the charter’s actual class and series voting rights. [^nvca-voting-charter-alignment] The Qualified Key Holder definition uses selected service conditions, including for an individual who owns or controls an entity holder. [^nvca-voting-qualified-holder] The Requisite Holders definition uses a selected preferred-stock threshold, calculated as a single class on an as-converted basis. [^nvca-voting-requisite-holders] Sale of the Company separately includes the specified stock-control sale or a charter-defined Deemed Liquidation Event. [^nvca-voting-sale-definition] ## Can an investor or founder choose a director under the NVCA Voting Agreement? {#board-seats} **Short answer.** The June 2026 NVCA Voting Agreement offers director-designation rights subject to the selected ownership, service and eligibility conditions; an inapplicable designation or one that would violate applicable sanctions falls back to the stockholders entitled to vote under the charter. [^nvca-voting-preferred-designation] [^nvca-voting-common-designation] [^nvca-voting-designation-fallback] This guide follows the [June 2026 NVCA model](https://nvca.org/wp-content/uploads/2026/06/Voting-Agreement-Updated-June-2026.docx). The [reviewer checklist](/checklists/venture-financing/nvca-voting-agreement) applies the same baseline to a draft. Model wording and selected alternatives are contractual terms, not measurements of market practice. [Not legal advice](/disclaimer). Delaware Section 218(c) permits two or more stockholders to agree in a signed writing how their shares will be voted. [^dgcl-stockholder-voting-agreement] The preferred-seat alternatives use either a specified number of preferred shares or a percentage of outstanding capital on an as-converted basis. Both also contain a sanctions condition. A blank supplies no threshold, and the two examples do not select an ownership test for the parties. [^nvca-voting-preferred-designation] For a founder or other Key Holder, the common-seat alternatives distinguish a designation by Qualified Key Holders from a named director whose continuing service satisfies the chosen conditions. The separate optional CEO seat follows the office: the model calls for removing a former CEO who has not resigned and electing the current CEO. [^nvca-voting-common-designation] [^nvca-voting-ceo-seat] The optional Mutual Director provision uses a non-affiliation condition and designation by mutual agreement of the other seated directors. That designation mechanism is distinct from the selected removal mechanism described in the [director-removal section](#director-removal). [^nvca-voting-designation-fallback] ## Who fills a vacant board seat under the NVCA Voting Agreement? {#vacancies-and-action} **Short answer.** Section 1.3 of the June 2026 NVCA Voting Agreement fills board vacancies through the Section 1.2 selection process. [^nvca-voting-vacancy] Section 1.5 separately requires stockholder consents and commercially reasonable company efforts to call a requested meeting for director changes. [^nvca-voting-board-action] For the company, the model separates director-selection rights from the consents and meeting efforts used to implement a change. For the designating holder, a vacancy returns to the agreed selection mechanism. [^nvca-voting-vacancy] [^nvca-voting-board-action] NVCA’s note offers board filling as an alternative requiring coordination with the charter, bylaws and DGCL Section 223; it is not the printed vacancy default. [^nvca-voting-vacancy-guidance] ## Can stockholders remove a designated director under the NVCA Voting Agreement? {#director-removal} **Short answer.** Stockholders commit to vote for a designated director’s removal when the selected Section 1.4 triggers in the June 2026 NVCA Voting Agreement apply, subject to its restriction on removal outside the agreed mechanism and the stated exceptions. [^nvca-voting-removal-triggers] This describes the contractual voting commitment, not the validity of a particular removal. The listed triggers address requests from the relevant designators or voting holders, the Mutual Director’s constituency, loss of seat eligibility, and sanctions. The separate restriction offers a for-cause exception and also recognizes that the relevant designation provision may have ceased to apply. These are contractual provisions to compare with the draft, rather than a conclusion about the validity of a particular removal. [^nvca-voting-removal-triggers] ## What does the June 2026 NVCA Voting Agreement say about liability for a designated director? {#designation-liability} **Short answer.** Section 1.6 of the June 2026 NVCA Voting Agreement states that a stockholder or affiliate has no liability resulting from designating a director, voting for a designee, or the designee’s acts or omissions as a director. [^nvca-voting-designation-liability] This describes the model’s contractual protection; it does not establish that every claim against a designating holder is barred. The [linked template](/templates/nvca-voting-agreement) identifies an October 1, 2025 source. That template version differs from the June 2026 baseline discussed here; the Section 1.6 wording quoted above is from June 2026. ## Do stockholders have to approve more common shares under the NVCA Voting Agreement? {#conversion-capacity} **Short answer.** Section 2 of the June 2026 NVCA Voting Agreement commits holders to vote for enough authorized common shares to cover conversion of all outstanding preferred shares. [^nvca-voting-conversion-vote] Section 4.1 separately requires a meeting on a preferred holder’s written request for that purpose. [^nvca-voting-conversion-meeting] This is a commitment to take voting action. The voting commitment and the meeting-request mechanism are steps toward an authorization change; signing the agreement is distinct from taking the contemplated vote. [^nvca-voting-conversion-vote] [^nvca-voting-conversion-meeting] ## When can the NVCA Voting Agreement require a holder to join a company sale? {#required-sale} **Short answer.** The June 2026 NVCA Voting Agreement’s drag-along applies only after the selected constituencies approve the sale, the approval specifies that Section 3 applies, and each Section 3.2 condition is satisfied. [^nvca-voting-drag-approval] The draft’s selected thresholds matter; the blank percentage is not a majority default. The model distinguishes the Selling Investors from the optional Qualified Key Holder and board approvals. An investor’s ability to initiate the drag therefore depends on the selected approval package. A holder being dragged has a separate interest in the conditions limiting what the sale can require. [^nvca-voting-drag-approval] Those conditions limit the holder’s representations to several obligations concerning authority, ownership and ability to convey title. They protect a holder who is not a company officer, director or employee from required restrictive covenants and limit the release to claims arising solely as a stockholder. They also protect other contractual relationships, while permitting termination of investment-related documents. [^nvca-voting-sale-representations] [^nvca-voting-sale-restrictions] The liability provisions distinguish another person’s breach from company breaches and an optional shared escrow. The holder’s allocated indemnity amount is capped by its sale consideration in its stockholder capacity, with an exception for that holder’s fraud. [^nvca-voting-sale-other-breaches] [^nvca-voting-sale-liability-cap] The consideration condition compares holders within the relevant class or series and allocates aggregate proceeds under the charter’s liquidation preferences, subject to its stated waiver and legal qualifications. It also permits board-valued cash in place of securities where receiving the securities would trigger the specified registration or information requirements. The optional same-choice provision retains generally applicable eligibility conditions. [^nvca-voting-sale-consideration] [^nvca-voting-sale-choice] Divergent preferred and common interests can make board conflicts relevant alongside sale-approval arithmetic. *Trados* supplies a fact-specific conflict-review flag; it does not establish that selecting a board drag trigger itself creates liability. [^trados-conflict-review] ## What sale actions and claim restrictions does the NVCA Voting Agreement impose on a dragged holder? {#sale-actions-and-waivers} **Short answer.** Under the June 2026 NVCA Voting Agreement, stockholders must vote for a Sale of the Company when their approval is required and sell the same proportion of shares as the Selling Investors in a Stock Sale, provided the approving preferred-stockholders (the Selling Investors) meet the selected threshold on the selected preferred-share or as-converted common-share basis, any selected separate-class approval of common shares held by Qualified Key Holders meets its selected threshold and share exclusions, any selected board approval is obtained, the required written approval invokes Section 3, and all Section 3.2 conditions are satisfied. [^nvca-voting-sale-actions-trigger] [^nvca-voting-sale-participation] It also includes an appraisal waiver and covenant not to sue. Their enforceability requires separate review; the cited decisions do not establish a universal waiver rule. [^nvca-voting-sale-voting-and-claims] [^manti-appraisal-limits] [^nea-intentional-harm] Section 3.1(c) calls for reasonably requested sale documents and filing information; Section 3.1(d) restricts conflicting voting arrangements, with an acquirer-request exception. [^nvca-voting-sale-documents] [^nvca-voting-sale-voting-and-claims] Section 3.1(e)’s appraisal waiver and covenant not to sue require separate review. [^nvca-voting-sale-voting-and-claims] In *Manti*, the Delaware Supreme Court 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. That is not a ruling that every holder’s waiver works. [^manti-appraisal-limits] *NEA* treated a clear, transaction-specific covenant among sophisticated repeat players as reasonable on its facts, but excluded intentional harm and warned against broad fiduciary waivers. Those qualified decisions do not establish a blanket surrender of fiduciary claims through an appraisal waiver. [^nea-intentional-harm] [^nea-broad-waiver-limit] Section 3.1(f) provides for board-valued cash substitution under its registration or information conditions. [^nvca-voting-sale-cash-substitution] For a selling investor, the model’s requested-document obligation addresses sale deliverables. [^nvca-voting-sale-documents] For a dragged holder, Section 3.1(g) addresses representative authority, escrow contributions and representative protections, with fraud, bad-faith, optional gross-negligence and willful-misconduct exceptions. [^nvca-voting-representative-exceptions] ## How does the NVCA Voting Agreement allocate proceeds in a control sale outside the drag-along? {#control-sale-and-notices} **Short answer.** Section 3.3 of the June 2026 NVCA Voting Agreement model separately conditions a Stock Sale on preferred-holder participation and charter-based allocation, unless the specified charter-waiver constituency elects a different allocation by timely written notice. [^nvca-voting-control-sale] The blank notice period supplies no agreed deadline. The participation and allocation conditions operate unless the specified constituency elects a different allocation; the preferred holder’s participation and the selling holder’s proposed split are therefore connected under this model clause. [^nvca-voting-control-sale] Section 3.5 also contains a waiver of DGCL Sections 228 and 262 notices for a sale in which the holder must comply with Section 3.1. That contractual waiver needs transaction-specific notice review; the model text alone does not establish that every statutory notice can be omitted. [^nvca-voting-statutory-notice-waiver] ## How does the NVCA Voting Agreement treat sanctioned parties in a sale or holder vote? {#sanctions-and-sale} **Short answer.** Section 3.4 of the June 2026 NVCA Voting Agreement excuses a Sanctioned Party’s Section 3.1 action and removes its Section 3.2 benefits if the action would cause the company or another party to violate applicable sanctions. [^nvca-voting-sanctioned-sale] The clause also disregards that holder’s shares in the agreement’s voting thresholds. [^nvca-voting-sanctioned-sale] The Sanctions definition uses applicable laws and regulations and bracketed jurisdiction choices. [^nvca-voting-sanctions-definition] The Sanctioned Party definition retains its prohibited-dealings qualification. [^nvca-voting-sanctioned-definition] NVCA’s editorial note distinguishes targeted restrictions from full prohibitions. [^nvca-voting-sanctions-guidance] ## When does the NVCA Voting Agreement let a proxyholder sign or vote for another holder? {#proxy-and-remedies} **Short answer.** Section 4.2 of the June 2026 NVCA Voting Agreement authorizes proxy voting for its specified matters only when a party fails to act within five business days after a company request, is legally prohibited from voting, or attempts inconsistent voting or action. [^nvca-voting-proxy-triggers] Its separate documentation power follows failure to deliver required documentation within five business days after a company request. [^nvca-voting-signing-power] The proxy’s selected officeholders, designee and covered matters define its contractual scope. [^nvca-voting-proxy-triggers] Delaware Section 212(e) requires both stated irrevocability and a legally sufficient supporting interest; the label alone does not settle the question. [^dgcl-irrevocable-proxy] Section 4.1 requires the company to call the described conversion-capacity meeting on a preferred holder’s written request, with a bracketed sale-approval meeting provision. [^nvca-voting-remedies-meeting] Section 4.3 provides for injunctions and specific enforcement, with a bank-holding-company enforcement limitation and cooperation on expedited litigation. Section 4.4 treats remedies as cumulative. These are the model’s remedial terms, not a prediction of relief in a particular dispute. [^nvca-voting-remedy-cooperation] [^nvca-voting-enforcement-limits] [^nvca-voting-cumulative-remedies] ## Does the NVCA Voting Agreement’s bad-actor representation settle Rule 506 diligence? {#disqualification-inquiry} **Short answer.** A representation in the June 2026 NVCA Voting Agreement does not replace the factual inquiry appropriate to the circumstances required by Rule 506’s reasonable-care provision. [^rule506-factual-inquiry] The model adds designator representations and selection, replacement and notification duties; those contractual promises do not by themselves establish offering eligibility. [^nvca-voting-designator-representation] [^nvca-voting-designee-covenants] The company representation uses Company Covered Persons and stated event exceptions. The designator representation includes designee and Related Party definitions, knowledge qualifiers and an exception for the specified deemed beneficial ownership arising solely from voting or investment arrangements. [^nvca-voting-company-disqualification] [^nvca-voting-designator-representation] The model’s disqualification definition also includes sanctions status. Its covenants address removing and replacing a disqualified designee and notifying the company. Rule 506(e) separately addresses qualifying events before September 23, 2013 through written disclosure; that timing distinction is separate from the model’s representation. The cited regulation was verified as of September 8, 2026. [^rule506-earlier-events] [^nvca-voting-disqualification-definition] [^nvca-voting-designee-covenants] ## When do the NVCA Voting Agreement’s voting commitments end? {#termination} **Short answer.** Section 6 of the June 2026 NVCA Voting Agreement ends the agreement at the earliest applicable trigger: the specified first underwritten offering, a company sale with the stated proceeds treatment, or termination under Section 7.8, with bracketed choices for direct listing, continued sale enforcement and a fixed end date. [^nvca-voting-termination] The offering trigger excludes the stated employee-plan and Rule 145 registrations. The sale trigger includes distribution to, or escrow for, stockholders where applicable. If the continuation language is selected, Section 3 survives closing to the extent necessary to enforce that sale’s provisions; a blank fixed date supplies no agreed sunset. [^nvca-voting-termination] NVCA’s editorial note recommends coordinating the termination trigger with the ROFR/co-sale and Investors’ Rights Agreements, except for the latter’s registration-rights termination. A change to one agreement’s sunset can therefore depart from that editorial coordination recommendation. [^nvca-voting-termination-alignment] ## How does a new investor or share transferee join the NVCA Voting Agreement? {#new-holders} **Short answer.** Under the June 2026 NVCA Voting Agreement, later preferred purchasers join as Investors and Stockholders by signing and delivering a counterpart as a condition to issuance, while transferees sign and deliver a counterpart in the transferor’s capacity before company recognition of the transfer. [^nvca-voting-new-preferred] [^nvca-voting-transferee-joinder] The other-new-holder provision contains choices about options, warrants and an ownership threshold. Those brackets do not make every option recipient a party or select a threshold automatically. The company and the incoming holder need the accession provision that matches the transaction being documented. [^nvca-voting-other-accessions] A transferee’s joinder does not itself transfer the selected board-designation rights: Section 7.3 requires an amendment for that change. For other incoming holders, the final sentence of Section 7.1(b) makes Stockholder status the starting point unless the selected approval for Key Holder status is obtained. [^nvca-voting-designation-transfer] [^nvca-voting-key-holder-accession] Section 7.1(b) requires the applicable Schedule B or C update but says an omitted update does not negate the incoming holder’s rights and obligations. [^nvca-voting-schedule-savings] ## Which law and notice provisions does the NVCA Voting Agreement use? {#governing-law-and-notices} **Short answer.** Section 7.4 of the June 2026 NVCA Voting Agreement selects Delaware internal law. [^nvca-voting-governing-law] Its notices clause directs communications to holder schedules and separate company coordinates, and its electronic-notice clause addresses failed delivery. [^nvca-voting-notice-addresses] [^nvca-voting-email-failure] Email delivery needs a working address: the model treats a returned or undeliverable notice as ineffective until corrected contact details are provided. [^nvca-voting-email-failure] The specified company-counsel and investor copy communications do not themselves constitute notice. [^nvca-voting-notice-copies] The notice clause locates holder contacts in the schedules and company contacts on its signature page. [^nvca-voting-notice-addresses] The Stockholders definition also refers to Schedule C for other holders [^nvca-voting-other-holder-schedule]. The definition’s Schedule C reference identifies the location for those additional holders. ## Can a majority amend an investor’s or founder’s rights under the NVCA Voting Agreement? {#amendment-consents} **Short answer.** Section 7.8 of the June 2026 NVCA Voting Agreement requires a written instrument with the selected company and holder approvals, subject to affected-party protections and specified exceptions, rather than a single generic majority rule. [^nvca-voting-amendment-vote] [^nvca-voting-equal-treatment] The main clause requires the company, Requisite Holders and the selected Key Holder constituency, with an optional ownership-based limit on the Key Holder consent. It excludes sanctioned holdings from the stated percentage calculations. The separate equal-treatment provision requires the affected Investor’s or Key Holder’s consent unless the change applies to all members of that category in the same fashion. [^nvca-voting-amendment-vote] [^nvca-voting-equal-treatment] The Key Holder exception removes their consent requirement for a change that is not directly applicable to their rights or does not adversely affect those rights differently from other parties. That exception and the selected constituency need to be read together before treating a holder as having a veto. [^nvca-voting-equal-treatment] The remaining Section 7.8(b) choices can protect named investors’ preferred-seat provisions and the selected common-seat constituency. It separately permits schedule updates under Sections 7.1 and 7.2 and a party’s waiver on its own behalf. These exceptions concern different acts and do not reduce to a single approval rule. [^nvca-voting-equal-treatment] The company owes prompt written notice to affected parties who did not consent, although the model says a missed notice does not invalidate a compliant change. A properly circulated and executed stockholder consent may satisfy the written-instrument requirement even without explicitly naming the agreement. [^nvca-voting-amendment-notice] [^nvca-voting-consent-instrument] ## How does the NVCA Voting Agreement address prior agreements, new shares and waivers? {#continuing-document-controls} **Short answer.** The June 2026 NVCA Voting Agreement includes an entire-agreement clause, requires written waivers limited to their stated scope, subjects later-issued shares to the agreement and its legend requirement, and aggregates affiliate holdings for determining rights. [^nvca-voting-entire-agreement] [^nvca-voting-written-waiver] [^nvca-voting-new-share-treatment] [^nvca-voting-aggregate-shares] The optional amendment-and-restatement sentence identifies the prior agreement being replaced; the entire-agreement clause also identifies Transaction Agreements and Side Letters as part of the parties’ agreement. [^nvca-voting-entire-agreement] The model requires written waivers effective only to their stated extent. [^nvca-voting-written-waiver] It also includes severability and treats headings as conveniences. [^nvca-voting-severability] [^nvca-voting-headings] The company’s legend undertaking covers certificates, instruments and book entries, while later-issued shares become subject to the agreement and its legend requirement. [^nvca-voting-legend-duty] [^nvca-voting-new-share-treatment] Sections 7.14 and 7.15 address permitted voting methods and cooperation on further documents; Section 7.18 aggregates affiliate holdings for determining rights. [^nvca-voting-voting-method] [^nvca-voting-further-assurances] [^nvca-voting-aggregate-shares] ## Which dispute and cost-allocation choices does the NVCA Voting Agreement offer? {#dispute-choices} **Short answer.** Section 7.16 of the June 2026 NVCA Voting Agreement offers arbitration and court-forum alternatives, followed by equitable-relief jurisdiction and jury-waiver language. [^nvca-voting-arbitration-choice] [^nvca-voting-court-choice] [^nvca-voting-equitable-forum] [^nvca-voting-jury-waiver] Section 7.17 separately offers own-cost or prevailing-party recovery alternatives. [^nvca-voting-enforcement-costs] The court alternative leaves state and federal forum blanks, while the separate equitable-relief provision addresses personal jurisdiction for equitable actions. [^nvca-voting-court-choice] [^nvca-voting-equitable-forum] The jury-waiver clause addresses the listed transaction-related claims; its presence in the model is not a conclusion about enforceability in a particular forum. [^nvca-voting-jury-waiver] The arbitration and court alternatives and the separate cost choices describe contractual arrangements; this guide does not predict a particular dispute’s outcome or costs. [^nvca-voting-enforcement-costs] [^nvca-voting-arbitration-choice] [^nvca-voting-court-choice] [^nvca-voting-jury-waiver] Original explanation: CC BY 4.0. Quoted excerpts and linked NVCA materials retain their original rights. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-09-16. License: CC BY 4.0. Steven Obiajulu, J.D. edits this topic article for June 2026 NVCA model for a Delaware corporation; transaction-specific choices and legal limits coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. Source excerpts and linked materials belong to their owners. CC BY 4.0. Cite as Steven Obiajulu, *Reviewing the NVCA Voting Agreement*, OpenAgreements (last updated September 16, 2026), https://openagreements.org/practice-guides/startup-financing/nvca-voting-agreement. [^nvca-voting-shares-definition]: **NVCA Voting Agreement — operative model text, § 1.1, 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." *§ 1.1, Shares* [^nvca-voting-stockholder-definition]: **NVCA Voting Agreement — operative model text, Stockholders definition** — "‘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)." *Stockholders definition* [^nvca-voting-charter-alignment]: **NVCA Voting Agreement — editorial note 4** — "Careful consideration should be given to ensure that the voting agreement does not contradict class or series votes created by the Certificate of Incorporation." *editorial note 4* [^nvca-voting-qualified-holder]: **NVCA Voting Agreement — operative model text, § 1.1, Qualified Key Holder** — "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)]." *§ 1.1, Qualified Key Holder* [^nvca-voting-requisite-holders]: **NVCA Voting Agreement — operative model text, § 1.1, Requisite Holders** — "‘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." *§ 1.1, Requisite Holders* [^nvca-voting-sale-definition]: **NVCA Voting Agreement — operative model text, § 1.1, Sale of the Company** — "‘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." *§ 1.1, Sale of the Company* [^nvca-voting-preferred-designation]: **NVCA Voting Agreement — operative model text, § 1.2(a), alternatives** — "[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[___________];]" *NVCA Model Voting Agreement (June 2026), § 1.2(a), alternatives.* [^nvca-voting-common-designation]: **NVCA Voting Agreement — operative model text, § 1.2(b), alternatives** — "[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];]" *NVCA Model Voting Agreement (June 2026), § 1.2(b), alternatives.* [^nvca-voting-designation-fallback]: **NVCA Voting Agreement — operative model text, § 1.2(d) and concluding paragraph** — "[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." *NVCA Model Voting Agreement (June 2026), § 1.2(d) and concluding paragraph.* [^dgcl-stockholder-voting-agreement]: **8 Del. C. § 218(c)** — "(c) An agreement between 2 or more stockholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided by the agreement, or as the parties may agree, or as determined in accordance with a procedure agreed upon by them." *8 Del. C. § 218(c).* [^nvca-voting-ceo-seat]: **NVCA Voting Agreement — operative model text, § 1.2(c), optional CEO seat** — "[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]" *NVCA Model Voting Agreement (June 2026), § 1.2(c), optional CEO seat.* [^nvca-voting-vacancy]: **NVCA Voting Agreement — operative model text, § 1.3** — "Vacancies. Any vacancies in the Board shall be filled only pursuant to the provisions of Section 1.2." *§ 1.3* [^nvca-voting-board-action]: **NVCA Voting Agreement — operative model text, § 1.5** — "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." *§ 1.5* [^nvca-voting-vacancy-guidance]: **NVCA Voting Agreement — editorial note 13** — "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." *editorial note 13* [^nvca-voting-removal-triggers]: **NVCA Voting Agreement — operative model text, § 1.4** — "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." *NVCA Model Voting Agreement (June 2026), § 1.4.* [^nvca-voting-designation-liability]: **NVCA Voting Agreement — operative model text, § 1.6** — "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." *NVCA Model Voting Agreement (June 2026), § 1.6.* [^nvca-voting-conversion-vote]: **NVCA Voting Agreement — operative model text, § 2** — "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." *§ 2* [^nvca-voting-conversion-meeting]: **NVCA Voting Agreement — operative model text, § 4.1** — "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]." *§ 4.1* [^nvca-voting-drag-approval]: **NVCA Voting Agreement — operative model text, § 3.1, opening condition** — "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:" *NVCA Model Voting Agreement (June 2026), § 3.1, opening condition.* [^nvca-voting-sale-representations]: **NVCA Voting Agreement — operative model text, § 3.2(a)** — "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;" *NVCA Model Voting Agreement (June 2026), § 3.2(a).* [^nvca-voting-sale-restrictions]: **NVCA Voting Agreement — operative model text, § 3.2(b)–(c)** — "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;" *NVCA Model Voting Agreement (June 2026), § 3.2(b)–(c).* [^nvca-voting-sale-other-breaches]: **NVCA Voting Agreement — operative model text, § 3.2(d)** — "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)];" *NVCA Model Voting Agreement (June 2026), § 3.2(d).* [^nvca-voting-sale-liability-cap]: **NVCA Voting Agreement — operative model text, § 3.2(e)** — "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]" *NVCA Model Voting Agreement (June 2026), § 3.2(e).* [^nvca-voting-sale-consideration]: **NVCA Voting Agreement — operative model text, § 3.2(f)** — "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][.]" *NVCA Model Voting Agreement (June 2026), § 3.2(f).* [^nvca-voting-sale-choice]: **NVCA Voting Agreement — operative model text, § 3.2(g), optional** — "[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.]" *NVCA Model Voting Agreement (June 2026), § 3.2(g), optional.* [^trados-conflict-review]: **In re Trados — conflict-review flag** — "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." *In re Trados Inc. Shareholder Litigation (Del. Ch. 2013), introductory standard-of-review discussion.* [^nvca-voting-sale-actions-trigger]: **NVCA Voting Agreement — operative model text, § 3.1, opening condition** — "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:" *NVCA Model Voting Agreement (June 2026), § 3.1, opening condition.* [^nvca-voting-sale-participation]: **NVCA Voting Agreement — operative model text, § 3.1(a)–(b)** — "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;" *§ 3.1(a)–(b)* [^nvca-voting-sale-voting-and-claims]: **NVCA Voting Agreement — operative model text, § 3.1(d)–(e)** — "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;" *NVCA Model Voting Agreement (June 2026), § 3.1(d)–(e).* [^manti-appraisal-limits]: **Manti — qualified appraisal-waiver holding** — "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." *Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021), p. 46, majority opinion.* [^nea-intentional-harm]: **New Enterprise Associates v. Rich — intentional-harm limit** — "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." *New Enterprise Associates 14, L.P. v. Rich (Del. Ch. 2023), concluding covenant analysis* [^nvca-voting-sale-documents]: **NVCA Voting Agreement — operative model text, § 3.1(c)** — "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;" *NVCA Model Voting Agreement (June 2026), § 3.1(c).* [^nea-broad-waiver-limit]: **New Enterprise Associates v. Rich — broad-waiver warning** — "A broad waiver of any ability to assert claims for breach of fiduciary duty would be a non-starter." *New Enterprise Associates 14, L.P. v. Rich (Del. Ch. 2023), introductory covenant analysis* [^nvca-voting-sale-cash-substitution]: **NVCA Voting Agreement — operative model text, § 3.1(f)** — "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" *NVCA Model Voting Agreement (June 2026), § 3.1(f).* [^nvca-voting-representative-exceptions]: **NVCA Voting Agreement — operative model text, § 3.1(g), claim restriction** — "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." *§ 3.1(g), claim restriction* [^nvca-voting-control-sale]: **NVCA Voting Agreement — operative model text, § 3.3** — "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." *§ 3.3* [^nvca-voting-statutory-notice-waiver]: **NVCA Voting Agreement — operative model text, § 3.5** — "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." *§ 3.5* [^nvca-voting-sanctioned-sale]: **NVCA Voting Agreement — operative model text, § 3.4** — "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.]" *§ 3.4* [^nvca-voting-sanctions-definition]: **NVCA Voting Agreement — operative model text, § 1.1, Sanctions** — "‘Sanctions’ means applicable laws and regulations pertaining to trade and economic sanctions administered by the United States[, European Union, or United Kingdom]." *§ 1.1, Sanctions* [^nvca-voting-sanctioned-definition]: **NVCA Voting Agreement — operative model text, § 1.1, Sanctioned Party** — "‘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." *§ 1.1, Sanctioned Party* [^nvca-voting-sanctions-guidance]: **NVCA Voting Agreement — editorial note 9** — "Model language is to account for the fact that some listed parties may not be fully prohibited, but rather subject to more targeted restrictions." *editorial note 9* [^nvca-voting-proxy-triggers]: **NVCA Voting Agreement — operative model text, § 4.2, first sentence** — "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." *§ 4.2, first sentence* [^nvca-voting-signing-power]: **NVCA Voting Agreement — operative model text, § 4.2, documentation sentence** — "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." *§ 4.2, documentation sentence* [^dgcl-irrevocable-proxy]: **8 Del. C. § 212(e)** — "(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." *8 Del. C. § 212(e)* [^nvca-voting-remedies-meeting]: **NVCA Voting Agreement — operative model text, § 4.1** — "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]." *§ 4.1* [^nvca-voting-remedy-cooperation]: **NVCA Voting Agreement — operative model text, § 4.3, final sentence** — "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." *§ 4.3, final sentence* [^nvca-voting-enforcement-limits]: **NVCA Voting Agreement — operative model text, § 4.3, enforcement sentence** — "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." *§ 4.3, enforcement sentence* [^nvca-voting-cumulative-remedies]: **NVCA Voting Agreement — operative model text, § 4.4** — "Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative." *§ 4.4* [^rule506-factual-inquiry]: **Rule 506 — reasonable-care inquiry** — "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." *17 C.F.R. § 230.506(d)(2)(iv), instruction* [^nvca-voting-designator-representation]: **NVCA Voting Agreement — operative model text, § 5.2(a)** — "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." *§ 5.2(a)* [^nvca-voting-designee-covenants]: **NVCA Voting Agreement — operative model text, § 5.3** — "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." *§ 5.3* [^nvca-voting-company-disqualification]: **NVCA Voting Agreement — operative model text, § 5.2(b)** — "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." *§ 5.2(b)* [^rule506-earlier-events]: **Rule 506 — earlier events** — "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." *17 C.F.R. § 230.506(e)* [^nvca-voting-disqualification-definition]: **NVCA Voting Agreement — operative model text, § 5.1, Disqualification Event definition** — "‘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." *§ 5.1, Disqualification Event definition* [^nvca-voting-termination]: **NVCA Voting Agreement — operative model text, § 6** — "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__]." *NVCA Model Voting Agreement (June 2026), § 6.* [^nvca-voting-termination-alignment]: **NVCA Voting Agreement — editorial note 29** — "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)." *NVCA Model Voting Agreement (June 2026), editorial note 29.* [^nvca-voting-new-preferred]: **NVCA Voting Agreement — operative model text, § 7.1(a), first sentence** — "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." *NVCA Model Voting Agreement (June 2026), § 7.1(a), first sentence.* [^nvca-voting-transferee-joinder]: **NVCA Voting Agreement — operative model text, § 7.2, first sentence** — "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." *NVCA Model Voting Agreement (June 2026), § 7.2, first sentence.* [^nvca-voting-other-accessions]: **NVCA Voting Agreement — operative model text, § 7.1(b), first sentence** — "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." *NVCA Model Voting Agreement (June 2026), § 7.1(b), first sentence.* [^nvca-voting-designation-transfer]: **NVCA Voting Agreement — operative model text, § 7.3, first sentence** — "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." *NVCA Model Voting Agreement (June 2026), § 7.3, first sentence.* [^nvca-voting-key-holder-accession]: **NVCA Voting Agreement — operative model text, § 7.1(b), final sentence** — "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]." *NVCA Model Voting Agreement (June 2026), § 7.1(b), final sentence.* [^nvca-voting-schedule-savings]: **NVCA Voting Agreement — operative model text, § 7.1(b), schedule-update sentences** — "If such Person is not a Key Holder, then the Company shall amend Schedule C to include such purchaser as Stockholder. Alternatively, if such Person is a Key Holder, the Company shall amend Schedule B to include such Person as a Key Holder. Notwithstanding anything herein to the contrary, failure to update Schedule B or Schedule C, as applicable, shall not negate such Stockholder’s (and, if applicable, Key Holder’s) rights and obligations pursuant to this Agreement." *§ 7.1(b), schedule-update sentences* [^nvca-voting-governing-law]: **NVCA Voting Agreement — operative model text, § 7.4** — "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." *NVCA Model Voting Agreement (June 2026), § 7.4.* [^nvca-voting-notice-addresses]: **NVCA Voting Agreement — operative model text, § 7.7(a), address sentence** — "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." *NVCA Model Voting Agreement (June 2026), § 7.7(a), address sentence.* [^nvca-voting-email-failure]: **NVCA Voting Agreement — operative model text, § 7.7(b), second sentence** — "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." *NVCA Model Voting Agreement (June 2026), § 7.7(b), second sentence.* [^nvca-voting-notice-copies]: **NVCA Voting Agreement — operative model text, § 7.7(a), copy-recipient sentence** — "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." *§ 7.7(a), copy-recipient sentence* [^nvca-voting-other-holder-schedule]: **NVCA Voting Agreement — operative model text, Stockholders definition** — "‘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)." *Stockholders definition* [^nvca-voting-amendment-vote]: **NVCA Voting Agreement — operative model text, § 7.8(a)** — "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)." *NVCA Model Voting Agreement (June 2026), § 7.8(a).* [^nvca-voting-equal-treatment]: **NVCA Voting Agreement — operative model text, § 7.8(b)** — "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." *NVCA Model Voting Agreement (June 2026), § 7.8(b).* [^nvca-voting-amendment-notice]: **NVCA Voting Agreement — operative model text, § 7.8(c)** — "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." *NVCA Model Voting Agreement (June 2026), § 7.8(c).* [^nvca-voting-consent-instrument]: **NVCA Voting Agreement — operative model text, § 7.8(e)** — "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." *NVCA Model Voting Agreement (June 2026), § 7.8(e).* [^nvca-voting-entire-agreement]: **NVCA Voting Agreement — operative model text, § 7.11** — "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." *NVCA Model Voting Agreement (June 2026), § 7.11.* [^nvca-voting-written-waiver]: **NVCA Voting Agreement — operative model text, § 7.9, waiver sentence** — "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." *NVCA Model Voting Agreement (June 2026), § 7.9, waiver sentence.* [^nvca-voting-new-share-treatment]: **NVCA Voting Agreement — operative model text, § 7.13** — "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." *§ 7.13* [^nvca-voting-aggregate-shares]: **NVCA Voting Agreement — operative model text, § 7.18** — "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." *NVCA Model Voting Agreement (June 2026), § 7.18.* [^nvca-voting-severability]: **NVCA Voting Agreement — operative model text, § 7.10** — "The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision." *§ 7.10* [^nvca-voting-headings]: **NVCA Voting Agreement — operative model text, § 7.6** — "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." *§ 7.6* [^nvca-voting-legend-duty]: **NVCA Voting Agreement — operative model text, § 7.12, company undertaking** — "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." *§ 7.12, company undertaking* [^nvca-voting-voting-method]: **NVCA Voting Agreement — operative model text, § 7.14** — "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." *§ 7.14* [^nvca-voting-further-assurances]: **NVCA Voting Agreement — operative model text, § 7.15** — "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." *§ 7.15* [^nvca-voting-arbitration-choice]: **NVCA Voting Agreement — operative model text, § 7.16(a), Alternative 1, first sentence** — "[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." *§ 7.16(a), Alternative 1, first sentence* [^nvca-voting-court-choice]: **NVCA Voting Agreement — operative model text, § 7.16(a), Alternative 2** — "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.]" *§ 7.16(a), Alternative 2* [^nvca-voting-equitable-forum]: **NVCA Voting Agreement — operative model text, § 7.16(b)** — "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." *NVCA Model Voting Agreement (June 2026), § 7.16(b).* [^nvca-voting-jury-waiver]: **NVCA Voting Agreement — operative model text, § 7.16(c), first sentence** — "(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." *§ 7.16(c), first sentence* [^nvca-voting-enforcement-costs]: **NVCA Voting Agreement — operative model text, § 7.17, 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.]" *NVCA Model Voting Agreement (June 2026), § 7.17, alternatives.* For repeat use, install the skill: `npx skills add open-agreements/open-agreements` (lawyer-reviewed agreement templates + 50-state practice guides).