Common use of Voting Commitment Clause in Contracts

Voting Commitment. From the Effective Date until the Termination Date (the “Standstill Period”), each of the Investor Parties agrees that it will appear in person or by proxy at each annual or special meeting of shareholders of the Company (including, without limitation, any adjournments or postponements thereof and any meetings which may be called in lieu thereof), whether such meeting is held at a physical location or virtually by means of remote communications or a hybrid combination thereof, and will vote (or execute a consent with respect to) all Voting Securities beneficially owned by it in accordance with the Board’s recommendations with respect to (a) the election, removal or replacement of any director, (b) the ratification of the appointment of the Company’s independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, (d) the Reincorporation and (e) any other proposal to be submitted to the shareholders of the Company by either the Company or any shareholder of the Company; provided, however, that if Institutional Shareholder Services Inc. (“ISS”) and ▇▇▇▇▇, ▇▇▇▇▇ & Co. LLC (“Glass Lewis”) (including, without limitation, any successor thereto) issue a voting recommendation that differs from the Board’s recommendation with respect to any proposal submitted to shareholders (other than as related to the election, removal or replacement of any director, or the Reincorporation), the Investor Parties shall be permitted to vote in accordance with ISS’s and Glass ▇▇▇▇▇’▇ recommendation; provided, further, that the Investor Parties shall be permitted to vote in their sole discretion on any proposal of the Company in respect of any Extraordinary Transaction.

Voting Commitment. From the Effective Date until (a) Until the Termination Date (the “Standstill Period”)Date, each of the Investor Parties agrees that it will Piton shall, or shall cause its applicable Representatives to, appear in person or by proxy at each annual or special meeting of shareholders of the Company (including, without limitation, any adjournments or postponements thereof Stockholder Meeting and any meetings which may be called in lieu thereof), whether such meeting is held at a physical location or virtually by means of remote communications or a hybrid combination thereof, and will to vote (or execute a consent with respect to) all Voting Securities shares of Common Stock beneficially owned by it and over which it has voting power in accordance with the Board’s recommendations with respect to (ai) the election, removal or and/or replacement of any directordirectors (a “Director Proposal”), (b) the ratification of the appointment of the Company’s independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, (d) the Reincorporation and (eii) any other proposal to be submitted to the shareholders stockholders at a Stockholder Meeting (except for those related to Extraordinary Transactions); in each case as such recommendation of the Company by either Board is set forth in the Company or any shareholder of the Companyapplicable definitive proxy statement filed in respect thereof; provided, however, that if Institutional Shareholder Services Inc. (“ISS”) and ▇▇▇▇▇in the event that both Glass, ▇▇▇▇▇ Lewis & Co. Co., LLC (“Glass Lewis”) and Institutional Shareholder Services, Inc. (including“ISS” and, without limitationtogether with Glass Lewis, any successor theretothe “Proxy Firms”) issue a voting make the same recommendation that differs from and such recommendation is not consistent with the Board’s recommendation of the Board with respect to any proposal (except for those related to a Director Proposal) submitted to shareholders (other than as related to the electionstockholders at any Stockholder Meeting, removal or replacement of any director, or the Reincorporation), the Investor Parties shall Piton will be permitted to vote all or some shares of Common Stock beneficially owned by it and over which it has voting power at such Stockholder Meeting in accordance with ISS’s and Glass ▇▇▇▇▇’▇ recommendation; providedthe recommendation of the Proxy Firms. (b) Until the Termination Date, further, Piton agrees that the Investor Parties it shall be permitted not confer any proxy or consent with respect to vote in their sole discretion on any proposal voting securities of the Company in sold or transferred by Piton to any Third Party after the record date set by the Board with respect to any Stockholder Meeting or consent solicitation until the final tabulation of voting results for any Extraordinary Transactionsuch Stockholder Meeting or consent solicitation are released.

Voting Commitment. From the Effective Date until Until the Termination Date (the “Standstill Period”)Date, each of the Investor Parties agrees that it will shall, or shall cause its Representatives to, appear in person or by proxy at each annual or special meeting Stockholder Meeting and to vote all shares of shareholders common stock of the Company Company, par value $0.01 per share (including, without limitation, any adjournments or postponements thereof and any meetings which may be called in lieu thereofthe “Common Stock”), whether such meeting is held at a physical location or virtually by means of remote communications or a hybrid combination thereof, and will vote (or execute a consent with respect to) all Voting Securities beneficially owned by such Investor and over which it has voting power in accordance with the Board’s recommendations as such recommendations of the Board are set forth in the applicable definitive proxy statement filed in respect thereof with respect to (a) the electionall proposals put to stockholders at such meeting, removal or replacement of any director, (b) the ratification in each case as such recommendation of the appointment of Board is set forth in the Company’s independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, (d) the Reincorporation and (e) any other proposal to be submitted to the shareholders of the Company by either the Company or any shareholder of the Companyapplicable definitive proxy statement filed in respect thereof; provided, however, that if in the event both Institutional Shareholder Services Services, Inc. (“ISS”) and ▇▇▇▇▇Glass Lewis & Co., ▇▇▇▇▇ & Co. LLC (“Glass Lewis”) (including, without limitation, any successor thereto) issue a make voting recommendations that differ from the voting recommendation that differs from of the Board’s recommendation Board with respect to any Company proposal submitted to shareholders (other than as related proposals to elect or remove directors) submitted to the election, removal or replacement of stockholders at any director, or the Reincorporation)Stockholder Meeting, the members of the Investor Parties Group shall be permitted to vote all or a portion of shares of Common Stock they beneficially own and over which they have voting power, respectively, at such Stockholder Meeting in accordance with ISS’s ISS and Glass ▇▇▇▇▇’▇ recommendationLewis recommendations; and provided, further, that the Investor Parties Group shall be permitted to vote in their sole discretion on any proposal of the Company in respect of any Extraordinary Transaction. For the avoidance of doubt, if either ISS or ▇▇▇▇▇ ▇▇▇▇▇ is silent regarding any Company proposal, each Investor shall be permitted to vote in accordance with whichever proxy advisory firm made a recommendation.

Voting Commitment. From the Effective Date until Until the Termination Date (the “Standstill Period”)Date, each member of the Investor Parties agrees that it will Group shall, or shall cause its respective Affiliates and Associates to, appear in person or by proxy at each annual Stockholder Meeting so that all shares of Common Stock owned of record or special meeting of shareholders beneficially by each member of the Company (including, without limitation, any adjournments Investor Group are counted present for quorum purposes and to vote all shares of Common Stock that are owned of record or postponements thereof and any meetings which may be called in lieu thereof), whether such meeting is held at a physical location or virtually by means of remote communications or a hybrid combination thereof, and will vote (or execute a consent with respect to) all Voting Securities beneficially owned by it or its respective Affiliates and Associates, including shares hereafter acquired, solely on the Company’s proxy card, voting instruction form, or consent card and in accordance with the Board’s recommendations as such recommendations of the Board are set forth in the applicable definitive proxy or consent statement of the Company filed in respect of such Stockholder Meeting with respect to (a) the election, removal or removal, and/or replacement of any directordirectors, and (b) the ratification of the appointment of the Company’s independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, (d) the Reincorporation and (e) any other proposal to be submitted to the shareholders of the Company by either the Company or any shareholder of the Companystockholders at a Stockholder Meeting; provided, however, that if the members of the Investor Group shall be permitted to vote all or some of the shares of Common Stock that they beneficially own and over which they have voting power at such Stockholder Meeting in their sole discretion with respect to an Extraordinary Transaction; provided further, that to the extent Institutional Shareholder Services Inc. (“ISS”) and ▇▇▇▇▇or Glass, ▇▇▇▇▇ Lewis & Co. Co., LLC (“Glass Lewis”) recommends otherwise, the member of the Investor Group may vote their shares of Common Stock in accordance with the ISS or Glass Lewis recommendation on such matter (includingother than the election, without limitationremoval, and/or replacement of directors to which this proviso shall not apply). The Investor Group will use commercially reasonable efforts (including by calling back loaned out shares) to ensure that the Investor Group has voting power for any successor theretoand all Common Stock owned by the Investor Group on the record date for each Stockholder Meeting. No later than three (3) issue a voting recommendation Business Days prior to each Stockholder Meeting held prior to the Termination Date, each member of the Investor Group shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors in accordance with this Section 2. Each member of the Investor Group represents and warrants to the Company that differs from such member of the Board’s recommendation Investor Group, and any Affiliate or Associate thereof, has not, prior to or on the date of this Agreement, with respect to any proposal submitted to shareholders (other than as related shares of the Common Stock, executed or delivered any proxy, consent card, or voting instruction form or entered into any voting agreement, commitment, or similar arrangement with any person with respect to the election, removal 2024 Annual Meeting or replacement of any director, or the Reincorporation), the Investor Parties shall be permitted to vote in accordance with ISS’s and Glass ▇▇▇▇▇’▇ recommendation; provided, further, that the Investor Parties shall be permitted to vote in their sole discretion on any proposal of the Company in respect of any Extraordinary Transactionsubsequent Stockholder Meeting.

Voting Commitment. From the Effective Date date hereof until the “Termination Date Date” (as defined below) (the “Standstill Period”), each of the Investor Parties agrees that it will appear in person or by proxy at each annual or special meeting of shareholders of the Company (including, without limitation, including any adjournments or postponements thereof and any meetings which may be called in lieu thereof), whether such meeting is held at a physical location or virtually by means of remote communications or a hybrid combination thereofcommunications, and will vote (or execute a consent with respect to) all Voting Securities Common Stock beneficially owned by it in accordance with the recommendations of the Company’s Board of Directors (the “Board’s recommendations ”) with respect to (a) the election, removal or replacement of any director, (b) the ratification of the appointment of the Company’s independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, proposal and (d) the Reincorporation and (e) any other proposal to be submitted to the shareholders of the Company by either the Company or any shareholder of the Company; provided, however, that if Institutional Shareholder Services Inc. (“ISS”) and ▇▇▇▇▇, ▇▇▇▇▇ & Co. LLC (“Glass LewisGL”) (including, without limitation, any successor thereto) issue a voting recommendation that differs from the Board’s recommendation recommend otherwise with respect to any proposal submitted to shareholders proposals (other than as related to the election, removal or replacement of any director, or the Reincorporation), the Investor Parties shall be permitted to vote in accordance with ISS’s and Glass ▇▇▇▇▇’▇ GL’s recommendation; provided, further, however, that the Investor Parties shall be permitted to vote in their its sole discretion on any proposal of the Company in respect of any Extraordinary Transaction.

Voting Commitment. From During the Effective Date until the Termination Date (the “Standstill Restricted Period”), each of the Investor Parties agrees that it will appear in person or by proxy at each annual or special meeting of shareholders of the Company Company’s stockholders (includingincluding any adjournments, without limitation, any adjournments postponements or postponements thereof and any meetings which may be called in lieu other delays or reschedulings thereof), whether such meeting is held at a physical location or virtually by means of remote communications or a hybrid combination thereof, and the Investor Group will vote (or execute a consent with respect to) cause all Voting Securities that are beneficially owned by it the Investor Group, and that the Investor Group has the right to vote, to be (a) present for quorum purposes (if applicable) and (b) voted in accordance with the recommendation of the Company’s board of directors (the “Board’s recommendations ”) with respect to (ai) the electioneach election of directors, any removal or of directors and any replacement of any director, (b) the ratification of the appointment of the Company’s independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, (d) the Reincorporation directors and (eii) any other proposal to proposals or business that may be submitted to the shareholders stockholders of the Company by either the Company or any shareholder stockholder of the Company; provided, however, that if Institutional Shareholder Services Inc. (“ISS”) and ▇▇▇▇▇, ▇▇▇▇▇ & Co. LLC (“Glass Lewis”) (including, without limitation, any successor thereto) issue a voting recommendation that differs from the Board’s recommendation recommend otherwise with respect to any proposal submitted to shareholders proposals (other than as related to (w) the election, removal or replacement of directors, (x) the implementation, ratification, modification or approval of any directortakeover defenses (including, for the avoidance of doubt, with respect to the Rights Agreement, dated as of November 7, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”)), (y) the Company’s “say-on-pay” proposal and/or (z) any equity compensation proposal approved by the Board or the Reincorporationany committee thereof), the Investor Parties shall be permitted to vote in accordance with ISS’s and Glass ▇▇▇▇▇’▇ recommendation; provided, further, that the Investor Parties shall be permitted to may vote in their sole its discretion on any proposal of the Company in respect of any Extraordinary TransactionTransaction (as defined below). The Investor Group will use commercially reasonable efforts (including by calling back or otherwise reclaiming loaned out shares) to ensure that the Investor Group has voting power over any Voting Securities owned by the Investor Group on the applicable record date for each annual or special meeting of the Company’s stockholders (including any adjournments, postponements or other delays or reschedulings thereof).

Voting Commitment. From (a) Until the Effective Date until the Termination Date (the “Standstill Period”), each conclusion of the Investor Parties agrees that it will 2025 Annual Stockholder Meeting, ▇▇. ▇▇▇▇▇▇▇▇▇ shall appear in person or by proxy at each annual or special meeting of shareholders any Stockholder Meeting and vote all shares of the Company Company’s common stock, par value $0.10 per share (including, without limitation, any adjournments or postponements thereof and any meetings which may be called in lieu thereof), whether such meeting is held at a physical location or virtually by means of remote communications or a hybrid combination thereof, and will vote (or execute a consent with respect to“Common Stock”) all Voting Securities beneficially owned by it him and over which he has direct or indirect voting power in accordance with the Board’s recommendations, as such recommendations of the Board are set forth in the applicable definitive proxy statement filed in respect thereof with respect to (a) the election, removal or and/or replacement of any director, directors and (b) the ratification of the appointment of the Company’s independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, (d) the Reincorporation and (e) any other proposal to be submitted to the shareholders of the Company by either the Company or any shareholder of the Companystockholders; provided, however, that if in the event Institutional Shareholder Services Inc. (“ISS”) and ▇▇▇▇▇Glass, ▇▇▇▇▇ Lewis & Co. Co., LLC (“Glass Lewis”) (including, without limitation, any successor thereto) issue a voting recommendation that differs from the Board’s recommendation recommends otherwise with respect to any proposal submitted to shareholders proposals (other than as related to the election, removal or replacement election of any director, or the Reincorporationdirectors), the Investor Parties ▇▇. ▇▇▇▇▇▇▇▇▇ shall be permitted to vote in accordance with ISS’s and the ISS or Glass ▇▇▇▇▇’▇ Lewis recommendation; provided, further, that the Investor Parties ▇▇. ▇▇▇▇▇▇▇▇▇ shall be permitted to vote in their his sole discretion on any proposal of the Company in with respect of to any Extraordinary Transaction. (b) From the conclusion of the 2025 Annual Stockholder Meeting until the Termination Date, ▇▇. ▇▇▇▇▇▇▇▇▇ shall appear in person or by proxy at any Stockholder Meeting and agrees not to vote any of the shares of Common Stock beneficially owned by him and over which he has direct or indirect voting power against the Board’s recommendations, as such recommendations of the Board are set forth in the applicable definitive proxy statement filed in respect thereof with respect to (a) the election, removal and/or replacement of directors and (b) any other proposal submitted to stockholders; provided, however, that in the event ISS and ▇▇▇▇▇ ▇▇▇▇▇ recommends otherwise with respect to any proposals (other than the election of directors), ▇▇. ▇▇▇▇▇▇▇▇▇ shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, that ▇▇. ▇▇▇▇▇▇▇▇▇ shall be permitted to vote in his sole discretion with respect to any Extraordinary Transaction.