Common use of Voting Commitment Clause in Contracts

Voting Commitment. Until the Termination Date, the Urvan Group shall, or shall cause its Representatives to, appear in person or by proxy at any Stockholder Meeting and to vote all shares of Common Stock beneficially owned by it and over which it has direct or indirect voting power (and shall, upon receiving at least 10 calendar days’ advance notice of the record date, call back from loan any such shares in time prior to the applicable record date to ensure such shares can be voted at such Stockholder Meeting) 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 and/or replacement of directors (a “Director Proposal”) and (b) any other proposal submitted to stockholders; provided, however, that in the event that Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to any proposals (other than a Director Proposal), the Urvan Group shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further that the Urvan Group shall be permitted to vote in its sole discretion with respect to any Extraordinary Transaction. Upon the Company’s written request, the Urvan Group shall provide the Company with written confirmation and evidence of its compliance with this Section 3 no later than two (2) Business Days prior to the applicable Stockholder Meeting.

Voting Commitment. Until the Termination Date, the Urvan Group Sachem Head shall, or shall cause its Representatives to, appear in person or by proxy at any Stockholder Meeting and to vote all shares of Common Stock beneficially owned by it and over which it has direct or indirect voting power (and shall, upon receiving at least 10 calendar days’ advance notice of the record date, call back from loan any such shares in time prior to the applicable record date to ensure such shares can be voted at such Stockholder Meeting) 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 and/or replacement of directors (a “Director Proposal”) and (b) any other proposal submitted to stockholders; provided, however, that in the event that Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends recommend otherwise with respect to any proposals (other than a Director Proposal), the Urvan Group Sachem Head shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further further, that the Urvan Group Sachem Head shall be permitted to vote in its sole discretion with respect to any Extraordinary Transaction. Upon the Company’s written request, the Urvan Group Sachem Head shall provide the Company with written confirmation and evidence of its compliance with this Section 3 2 no later than two (2) Business Days prior to the applicable Stockholder Meeting.