This Voting Agreement (the “Agreement”) is made as of by and among Galaxy Holdings, a TX LLC (the “Company”), the holders of Preferred Stock listed on Schedule A (the “Investors”), and the holders of Common Stock listed on Schedule B (the “Founders”). The Investors and the Founders are collectively the “Stockholders.”
Each Stockholder agrees to vote, or cause to be voted, all shares of the Company’s capital stock now or hereafter owned or controlled by such Stockholder (the “Shares”), and to take all other necessary action, so that the Board of Directors consists of directors elected as follows:
| Seat | Designating Party | Initial Designee |
|---|---|---|
| Investor Director | The holders of a majority of the Preferred Stock | |
| Founder Director | The holders of a majority of the Common Stock held by Founders | |
| Independent Director | Mutual agreement of the Investor Director and the Founder Director |
If a designating party requests the removal of its designee (with or without cause), or to fill a vacancy in a seat it is entitled to designate, each Stockholder will vote its Shares to effect such removal or fill such vacancy with the new designee named by that party. No party may be removed from a seat it is entitled to designate except at the request of that designating party.
If (a) the holders of a majority of the outstanding Preferred Stock and (b) the holders of a majority of the outstanding Common Stock held by the Founders (together, the “Approving Parties”) approve a Sale of the Company, then each Stockholder agrees to: (i) vote all of its Shares in favor of, and raise no objections to, the Sale of the Company; (ii) if structured as a merger or consolidation, waive any dissenters’ or appraisal rights; (iii) if structured as a sale of stock, sell its Shares on the same terms and conditions approved by the Approving Parties; and (iv) execute the definitive agreements and take all reasonably necessary actions to consummate the transaction.
A “Sale of the Company” means a bona fide, arm’s-length transaction or series of related transactions resulting in (x) a transfer of more than fifty percent (50%) of the Company’s outstanding voting power, or (y) a sale of all or substantially all of the Company’s assets. The drag-along obligations are conditioned on the consideration being allocated in accordance with the Company’s charter, customary indemnification being several (not joint) and capped at each Stockholder’s proceeds, and no Stockholder being required to make non-customary representations beyond title to its own Shares.
To secure each Stockholder’s obligations under Sections 1 and 2, each Stockholder hereby grants the Secretary of the Company an irrevocable proxy, coupled with an interest, to vote such Stockholder’s Shares in accordance with this Agreement if such Stockholder fails to do so within five (5) business days of a written request.
This Agreement becomes effective on the date first written above and terminates upon the earliest of (a) the closing of a Sale of the Company, (b) the closing of a qualified initial public offering, or (c) years from the date of this Agreement, unless extended by the written consent of the parties.
This Agreement may be amended or waived only with the written consent of the Company, the holders of a majority of the Preferred Stock, and the holders of a majority of the Common Stock held by the Founders. The parties acknowledge that monetary damages would be inadequate and that the parties are entitled to specific performance. This Agreement is governed by the laws of the State of TX and may be executed in counterparts, including by electronic signature.
By: Michael Yuan
Title: General Manager
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