Version 1.1

SHAREHOLDER’S VOTING AGREEMENT AND REVOCABLE PROXY

This SHAREHOLDER VOTING AGREEMENT AND REVOCABLE PROXY (the “Voting Agreement”) is made as of _______________ (the “Execution Date”), by and among _______________ (the “Investor”) and _______________ (the “Organizer”).

RECITALS

WHEREAS, Investor intends to acquire shares (the “Shares”) of the issued and outstanding common stock of _______________ (“Company”); and

WHEREAS, Investor seeks to designate Organizer as its proxy, for the purpose of representing its interests as shareholder of the Company, including but not limited to voting the Shares and any shares Investor subsequently acquires of the Company in any matter brought before the shareholders for voting; and

WHEREAS, Investor seeks to utilize software offered by Iconik Securities, Inc. in order to effectuate their designation of Organizer as its proxy;

NOW, THEREFORE, in consideration of the recitals set forth hereinabove and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, each of the parties hereto, intending legally to be bound, hereby agrees as follows:

AGREEMENT

  1. Incorporation of Recitals.

    The parties to this Agreement hereby agree and acknowledge that all of the Recitals set forth hereinabove are true, complete and correct in every respect and hereby incorporate said Recitals into this Agreement by this reference.

  2. Representations of Investor.

    Investor hereby represents and warrants to the Organizer that he/she: (a) has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement and (b) will not take any action inconsistent with the purposes and provisions of this Agreement.

  3. Scope of Agreement.

    This Agreement shall govern the vote of the Shares by the Organizer with respect to any and all matters concerning a shareholder vote in respect of the Shares, whether at a meeting or pursuant to written consent or otherwise, including, but not limited to the election of the Company’s Board of Directors. This Agreement pertains to voting rights with respect to the Shares and does not confer on the Organizer cash or stock dividends, distributions, disposition of Shares or proceeds from the sale or other disposition of Shares. Nothing in this agreement shall be construed to give Organizer any right to purchase or sell shares on behalf of Investor, or impose any limitation on Investor’s unrestricted right to purchase or sell shares.

  4. Changes in Capital Stock.

    In the event that subsequent to the date of this Agreement any shares of capital stock or other securities the Company are issued on, or in exchange for, any of the Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification, exchange, merger or consolidation or otherwise involving the Company, such shares of capital stock or other securities shall be deemed to be Shares for purposes of this Agreement.

  5. Voting of Shares.

    Investor agrees and covenants that at any meeting of the shareholders of the Company and/or in connection with any corporate action by the shareholders of the Company, all of their respective shares of the Shares shall be voted by the Organizer in the manner and to the effect determined by said Organizer in their sole and absolute discretion. Accordingly, during the term of this Agreement, Investor shall not vote or attempt to vote any of their respective shares of the Shares, or otherwise exercise or attempt to exercise any voting or other approval rights of any of their respective shares of the Shares, and any such prohibited exercise by Investor shall be void and of no force or effect.

  6. Revocable Proxy.

    1. Investor hereby revocably constitutes and appoints Organizer as proxy for Investor, as the case may be, with full power of substitution, for and in the name and on behalf of Investor to vote any and all of their respective shares of Shares with regard to any question, action, resolution, election or other matter presented to the shareholders of the Company for vote or approval. Organizer shall vote said Shares in such manner and to such effect as he may determine in his sole and absolute discretion. The proxy granted hereby shall remain in effect for so long as and at all times that this Agreement shall remain in effect.
    2. The proxy granted hereby may be revoked by Investor at their discretion, at any time and without prior notice, by utilizing the software made available for that purpose by Iconik Securities, Inc.
    3. Organizer hereby accepts their appointment as proxy of Investor, pursuant to Subsection 6(a) of this Agreement. Other than as specifically set forth herein, the Organizer shall have no other rights with respect to the Shares.

  7. Limitation of Organizer’s Liability.

    Organizer shall not incur any liability or responsibility by reason of any error of judgment, mistake of law or other mistake, or for any act or omission of any agent or attorney, or for any misconstruction of this Agreement, or for any action of any kind taken or omitted hereunder or believed by him to be in accordance with the provisions and intents hereof.

  8. Termination.

    1. the termination of this Agreement by the Investor
    2. the termination of this Agreement by the Organizer.

  9. Governing Law; Jurisdiction and Venue.

    This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to rules regarding choice of law. Each party hereto agrees to submit to the personal jurisdiction and venue of the state and/or federal courts located in Oakland, California for resolution of all disputes arising out of, in connection with, or by reason of the interpretation, construction, and enforcement of this Agreement, and hereby waives the claim or defense therein that such courts constitute an inconvenient forum.

  10. Benefits; Binding Effect.

    This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors, assigns and transferees.

  11. Counterparts.

    This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatories to the original or same counterpart.

  12. Amendment or Modification.

    This Agreement may be altered, modified or amended only by the unanimous consent, in writing, of the parties subject hereto, either now or hereafter. Any such modification must be signed by each party to this Agreement and each signature must be acknowledged and notarized in order for the modification to take effect.

  13. Entire Agreement.

    This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written, among the parties hereto with respect to such subject matter.

  14. Enforceability.

    The parties expressly agree that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against each of the parties hereto. If any provision of this Agreement shall be declared void or unenforceable by any court or administrative board of competent jurisdiction, such provision shall be deemed to have been severed from the remainder of this Agreement and this Agreement shall continue in all respects to be valid and enforceable and shall be construed so as to best give effect to the purposes and intents hereof.

  15. References.

    Whenever required by the context, and is used in this Agreement, the singular number shall include the plural and pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identification the person may require.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

© 2022 by Iconik Securities, Inc. ("iconik")

iconik is not a registered broker-dealer. The information provided by iconik does not constitute advice or a recommendation to buy, sell, or hold securities. All investments involve risk; the past performance of a security or financial product does not guarantee future results or returns. With any investment in securities or financial products, there is always a risk of losing money. Investors should be aware that system response, execution price, speed, liquidity, market data, and account access times are affected by many factors, including market volatility, size and type of order, market conditions, system performance, and other factors. These risks are to be assumed by the customer.

Iconik Securities, Inc. and Alpaca Securities LLC ("Alpaca") are not affiliated and neither are responsible for the liabilities of the other.

Technology is offered by Iconik Securities, Inc.

Brokerage services are provided by Alpaca Securities LLC ("Alpaca"), member FINRA, a wholly-owned subsidiary of AlpacaDB, Inc. Clearing services are provided by Velox Clearing LLC (Velox) and Vision Financial Markets LLC (Vision). All three are members of the Securities Investor Protection Corporation (SIPC), which protects securities customers of its members up to $500,000 (including $250,000 for claims for cash) per customer. Explanatory brochure available upon request or at www.sipc.org.

This is not an offer, solicitation of an offer, or advice to buy or sell securities, or open a brokerage account in any jurisdiction where Alpaca is not registered (Alpaca is registered only in the United States).


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