This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice. An attorney-client relationship is not formed by downloading or using this template. Consult a licensed attorney before using this document in any transaction.

Download Word Template

Founder M&A Stockholder Support and Voting Agreement

Matter Completion Sheet — Not Part of the Agreement

A. Transaction and holder coverage

B. Obligation and remedy controls

STOCKHOLDER SUPPORT AND VOTING AGREEMENT

This Stockholder Support and Voting Agreement (this “Agreement”) is entered into as of [DATE] by [HOLDER] (“Holder”) in favor of [BUYER] (“Buyer”) and acknowledged by [TARGET COMPANY] (the “Company”). Buyer, [MERGER SUB / OTHER ACQUISITION ENTITY], and the Company are entering into [ACQUISITION AGREEMENT] of the same date (the “Acquisition Agreement”), providing for [TRANSACTION] (the “Transaction”).

Recitals

A. Holder beneficially or of record owns the securities listed on Schedule A.

B. Buyer requires the support described here as an inducement to enter the Acquisition Agreement.

C. Holder signs only in Holder’s capacity as an equityholder, except where this Agreement expressly states another capacity.

The parties agree as follows.

1. Definitions and Interpretation

“Alternative Transaction” has the meaning in the Acquisition Agreement, except that a broader definition applies here only if reproduced on Schedule B.

“Covered Shares” means the voting and nonvoting Company securities listed on Schedule A and any Company securities Holder acquires after signing through exercise, conversion, dividend, split, recapitalization, transfer, or otherwise. It excludes securities disposed of in a Permitted Transfer after the transferee becomes bound here.

“Expiration Time” means the earliest of: the effective time of the Transaction; valid termination of the Acquisition Agreement; an amendment that reduces or changes the form of Holder’s consideration, increases Holder’s obligations, or disproportionately and adversely affects Holder without Holder’s consent; mutual written termination; or [OUTSIDE DATE], subject to any narrowly stated extension.

Capitalized terms not defined here have the meanings in the Acquisition Agreement. The Acquisition Agreement controls transaction structure, consideration, representations, remedies, and Closing obligations; this Agreement controls Holder’s support duties. No reference incorporates a later amendment that materially increases Holder’s obligations without Holder’s consent.

2. Ownership and Authority

2.1 Schedule A

Schedule A accurately states Holder’s record and beneficial ownership, class, series, number, certificate or book-entry identifier, options or other rights, voting power, liens, spouse, trust or entity capacity, and existing agreements. Holder will promptly notify Buyer of a change. A ministerial Schedule A correction does not change economic rights.

2.2 Holder representations

Holder represents, severally and only as to Holder, that: Holder has capacity and authority to execute and perform; this Agreement is binding subject to enforceability limitations; Holder owns the Covered Shares as scheduled; except as scheduled, no lien, proxy, voting agreement, transfer right, option, or restriction prevents performance; required spouse, trust, board, manager, or other approval is obtained; and no broker is entitled to a fee from Buyer based on Holder’s arrangement. Holder makes no Company-level representation and no representation about the sufficiency of Transaction consideration.

2.3 Buyer representations

Buyer represents that it has authority to enter this Agreement and that it is binding subject to enforceability limitations. Buyer’s board or authorized body has approved this Agreement and the Acquisition Agreement, subject only to expressly stated approvals.

3. Voting and Consent

3.1 Agreement to vote

Until the Expiration Time, at each meeting, adjournment, postponement, or written-consent solicitation where Covered Shares may vote, Holder will cause the Covered Shares to be voted: in favor of approval and adoption of the Acquisition Agreement and Transaction; in favor of actions reasonably necessary to implement them; against an Alternative Transaction; and against an action primarily intended or reasonably expected to materially delay, prevent, or impair the Transaction. Holder has no duty to vote for an amendment requiring Holder consent under the definition of Expiration Time.

3.2 Written consent and record date

If the Company seeks approval by written consent, Holder will execute the agreed form no earlier than the time and subject to the release conditions on Schedule C. Counsel must verify the record date, voting power, class and series votes, governing-document thresholds, drag-along mechanics, information statement, appraisal notice, and delivery requirements. This Agreement itself is not the corporate consent unless expressly designated and compliant.

3.3 No inconsistent action

Holder will not grant a proxy, enter a voting arrangement, or take an action with the primary purpose of preventing performance. This restriction does not limit Holder’s rights under the Acquisition Agreement, appraisal statute, governing documents, or nonwaivable law except to the extent a knowing, enforceable waiver is expressly selected after counsel review.

4. Transfer Restrictions

4.1 Prohibited transfers

Before the Expiration Time, Holder will not sell, assign, pledge, tender, lend, gift, encumber, or otherwise transfer a Covered Share or an economic or voting interest in it, or agree to do so, except a Permitted Transfer. A purported transfer in violation is void only to the extent permitted by applicable law and the Company’s governing documents.

4.2 Permitted transfers

A “Permitted Transfer” is a transfer to a controlled Affiliate, family trust, estate-planning vehicle, or upon death or incapacity, if lawful and if the transferee signs a joinder before transfer. Holder remains liable for obligations arising before transfer and for a transferee controlled by Holder. Schedule D must address securities law, Tax, marital property, estate planning, lien, and governing-document restrictions.

4.3 Stop-transfer instruction

Holder authorizes the Company to note this Agreement in its transfer records and decline an unapproved transfer during the term. The notation must be removed promptly after the Expiration Time. Buyer will not direct a broader freeze or interfere with ordinary distributions unrelated to voting or transfer.

5. Proxy Alternative

[[SELECT AND COMPLETE OR DELETE.]] To secure Holder’s obligations in Section 3, Holder grants Buyer and its designees a proxy to vote the Covered Shares solely as stated there if Holder fails to do so after [one] Business Day’s notice. The parties intend the proxy to be coupled with an interest to the extent recognized by governing law. It is limited, nondelegable except among named designees, and automatically terminates at the Expiration Time. It does not authorize amendments, waivers, releases, appraisal decisions, sale of securities, or action outside Section 3. Counsel must confirm validity under the Company’s jurisdiction, governing documents, securities ownership, and applicable statute before retaining this Section.

6. Alternative Transactions and Communications

Holder will not, in Holder’s equityholder capacity, knowingly solicit or participate in an Alternative Transaction contrary to the Acquisition Agreement’s exclusivity covenant. Holder may refer an unsolicited contact to the Company without substantive discussion. Holder’s representatives may act for the Company only as the Acquisition Agreement permits. Holder will coordinate public statements about this Agreement and the Transaction, but may make legally required disclosure after consultation where practicable.

7. Director Officer and Fiduciary Capacity

Nothing here restricts Holder or Holder’s representative from acting in a director, officer, committee, trustee, investment-manager, or other fiduciary capacity in compliance with law and the Acquisition Agreement. No action or omission in that capacity breaches this Agreement. This carveout does not permit Holder to evade a personal equityholder obligation through another controlled capacity. Counsel must address controlling-stockholder, interested-director, committee, and disclosure rules separately; this Agreement is not a cleansing or fairness mechanism.

8. Acquisition Agreement Relationship

8.1 No expansion of transaction liability

Holder’s purchase-price, indemnity, escrow, representative, rollover, release, restrictive-covenant, and Closing obligations arise only under documents Holder separately signs or is lawfully bound by. This Agreement does not make Holder a seller representation maker, guarantor, or indemnitor, and does not increase recourse under the Acquisition Agreement.

8.2 Consideration and amendments

Holder receives the same per-security Transaction consideration and rights applicable to Holder’s class, except separately disclosed and approved arrangements. Buyer and the Company will promptly provide Holder any amendment materially affecting Holder. Holder’s obligations end before the amendment becomes effective if it triggers the Expiration Time definition.

8.3 Appraisal and release

[[SELECT AFTER COUNSEL REVIEW: Holder waives appraisal rights for Covered Shares upon valid approval and consummation / no appraisal waiver is given here.]] No release of claims is given in this Agreement unless a separate section states released claims, excluded claims, consideration, authority, and effectiveness. Surrender, tax, and payment instructions may not be used to add an unbargained-for release.

9. Cooperation

Holder will execute ministerial documents reasonably necessary to evidence the vote and transfer already agreed, provide Tax forms and accurate payment information, surrender certificates or complete lost-certificate procedures, and supply ownership evidence. Holder need not incur material unreimbursed expense, make an additional representation, accept changed economics, waive a claim, or assume liability not expressly stated. Buyer will provide reasonable advance drafts and reimburse agreed external costs.

10. Remedies and Liability

The parties acknowledge breach may cause irreparable harm and equitable relief may be available without proof of actual damages or bond except as law requires. Holder’s monetary liability is limited to direct damages caused by Holder’s knowing material breach and will not exceed [CAP], except Holder’s Fraud. Neither party may recover punitive, consequential, speculative, or lost-opportunity damages except amounts payable to a third party. There is no recourse against Holder’s Affiliates, family members, representatives, or financing sources absent their express agreement or own Fraud.

11. Termination and Survival

All voting, proxy, transfer, and support obligations terminate automatically at the Expiration Time without action or notice. Accrued claims for prior binding breaches and Sections concerning confidentiality, remedies, governing law, and miscellaneous terms survive for [PERIOD]. On termination, Buyer and the Company will promptly release stop-transfer instructions and return or destroy Holder confidential information as required.

12. Miscellaneous

This Agreement is governed by [DELAWARE] law. Exclusive jurisdiction lies in [COURTS], and each party waives jury trial to the extent lawful. Notices must follow Schedule E. Holder may not assign except in a Permitted Transfer with joinder; Buyer may assign only with the Acquisition Agreement if it remains liable. Amendments require Holder, Buyer, and Company signatures. Waiver is written and limited. The Agreement and identified provisions of the Acquisition Agreement are the entire agreement on its subject. Invalid provisions are narrowed or severed without expanding obligations. Holder is an express third-party beneficiary of Sections 8 and 11. Counterparts and electronic signatures are effective.

Signature Page

HOLDER: [HOLDER] By: ______________________________
Name: [NAME, IF ENTITY]
Title or capacity: [TITLE / INDIVIDUAL]

BUYER: [BUYER] By: ______________________________
Name: [NAME]
Title: [TITLE]

ACKNOWLEDGED: [TARGET COMPANY] By: ______________________________
Name: [NAME]
Title: [TITLE]

SPOUSAL OR TRUST ACKNOWLEDGMENT, IF REQUIRED: [NAME / CAPACITY] By: ______________________________

Schedules and Exhibits

Schedule A Covered Shares and Ownership

Schedule B Alternative Transaction Definition Differences

State whether the Acquisition Agreement definition is incorporated exactly. If not, reproduce the complete agreed definition and explain scope differences for financing, commercial licenses, minority issuances, asset sales, and ordinary-course arrangements.

Schedule C Consent and Release Protocol

Exhibit A Transferee Joinder

The transferee identifies the transfer, Covered Shares, authority, ownership, governing-document compliance, and agreement to be bound as Holder from transfer, without expanding the original Holder’s obligations.

---