Model Voting Agreement
This page previews the Model Voting Agreement and the fields it contains. NVCA provides the official Word document — download it from the source linked on this page, then fill it in.
NVCA model documents are freely downloadable but not redistributable. This field-selector contains only transformation instructions, not the source document.
Cover page fields
| Field | Description | Options |
|---|---|---|
| Company Name | Full legal name of the company | |
| Investor Name | Full name of the lead investor | |
| Key Holder Name | Name of the key holder (typically founder/CEO) | |
| Preferred Director Eligibility Basis | Select whether the preferred-director designation right continues based on a minimum share count or a minimum as-converted ownership percentage | |
| Preferred Director Minimum Shares | Minimum Preferred Stock shares required when preferred_director_eligibility_basis is minimum_shares (number only); otherwise leave empty | |
| Preferred Director Minimum Percentage | Minimum as-converted ownership percentage required when preferred_director_eligibility_basis is minimum_percentage (number only, for example, 5); otherwise leave empty | |
| Requisite Holders Standard | Select whether Requisite Holders is an exact percentage threshold or a simple majority | |
| Requisite Holders Percentage | Bare percentage number used when requisite_holders_standard is percentage (for example, 60; do not include the percent sign) | |
| Board Size | Authorized number of Board seats under the agreed post-closing board structure (number only) | |
| Vacant Board Seats At Closing | Number of authorized Board seats intentionally vacant at the Closing (number only) | |
| Common Director Designation | Select whether the Common Director is designated by the Qualified Key Holders or is a named director whose service is employment-contingent | |
| Preferred Director Name | Initial preferred director named in the selected board-composition provision | |
| Common Director Name | Initial common director, used in both the Qualified Key Holder designation and named-director alternatives | |
| Ceo Director Name | Chief Executive Officer serving as the initial CEO Director | |
| Mutual Director Name | Initial independent mutual director designated by the other seated directors | |
| Include Qualified Direct Listing Termination | Whether a Qualified Direct Listing terminates the agreement alongside an underwritten public offering | |
| Sale Section 3 Survives | Whether Section 3 survives a Sale of the Company to the extent needed to enforce that sale | |
| Termination Date Mode | Select whether the agreement has an additional fixed calendar termination date | |
| Fixed Termination Date | Additional calendar termination date; required only when termination_date_mode is fixed_date | |
| Effective Date | Effective date of the agreement ("is made as of <date>"). Accepts ISO YYYY-MM-DD (rendered as e.g. "March 15, 2026") or a display-ready date string. | |
| Has Prior Agreement | Whether this agreement amends and restates an expressly identified predecessor Voting Agreement | |
| Prior Agreement Date | Date of the predecessor Voting Agreement; used only when has_prior_agreement is true | |
| Company Counsel | Company counsel name and address | |
| Judicial District | Federal judicial district for disputes (e.g. District of Delaware) | |
| State Of Incorporation | State of incorporation (proper noun, e.g. Delaware); also names the state courts in the dispute-resolution clause | |
| Specify Percentage | Percentage threshold for drag-along and amendment provisions, as a number only (for example, 60) | |
| Amended Restated Upper | AMENDED AND RESTATED or empty string | |
| Amended Restated | Amended and Restated or empty string | |
| Signature Page Marker | Signature page marker text | |
| Series Designation | Series designation for preferred stock (e.g., A, B, C), matching the charter and stock purchase agreement | |
| Par Value | Par value per share of common and preferred stock (number only, e.g. 0.0001 — the document supplies the dollar sign) | |
| Qualified Key Holder Service Basis | Service qualification used in the Qualified Key Holder definition | |
| Common Director Amendment Consent Basis | Select whether the Common Director amendment protection is approved by Qualified Key Holders or a specified percentage of Common Stock holders | |
| Drag Approval Mode | Approvals required in addition to the Selling Investors for a drag-along | |
| Drag Selling Investor Basis | Securities used for the Selling Investor approval numerator | |
| Drag Include Certificate Amendment | Include related Restated Certificate amendments or restatements in the compelled vote | |
| Drag Include Definitive Agreements | Include related definitive transaction agreements in the compelled vote | |
| Drag Delay Uses Reasonable Expectation | Qualify competing proposals by whether they reasonably could be expected to delay or impair the Sale | |
| Drag Include Gross Negligence Exception | Include gross negligence in the Stockholder Representative liability exception | |
| Drag Include Company Representation Escrow | Permit Company-representation claims to be paid from the common escrow | |
| Drag Include Same Form Consideration | Include Section 3.2(g)'s same-form-of-consideration protection | |
| Stock Sale Notice Days | Advance notice period for a different allocation in a Stock Sale, number only | |
| Director Removal Other Than For Cause | Permit removal other than for cause when the selected contractual triggers apply | |
| Joinder Security Scope | Securities whose later issuance triggers a Voting Agreement joinder | |
| Joinder Minimum Ownership Percentage | Minimum post-issuance ownership triggering joinder, number only | |
| Key Holder Consent Percentage | Qualified Key Holder amendment-consent threshold, number only | |
| Key Holder Ownership Floor Percentage | Outstanding-capital ownership floor below which Key Holder consent is not required, number only | |
| Sanctions Scope | Sanctions authorities and lists included in the Voting Agreement | |
| Enforcement Costs Mode | Allocation of enforcement costs | |
| Company Signatory Name | Printed name of the Company's authorized signatory | |
| Company Signatory Title | Title of the Company's authorized signatory | |
| Company Notice Address | Company's notice address on its signature page | |
| Company Notice Email | Company's notice email on its signature page | |
| Investor Signatory Name | Printed name of the lead Investor's authorized signatory | |
| Investor Signatory Title | Title of the lead Investor's authorized signatory | |
| Investors | Investor notice and signature schedule rows | |
| Key Holders | Key Holder personal notice and signature schedule rows |
This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice.