Common use of Voting Commitment Clause in Contracts

Voting Commitment. Until the Expiration Date, BJ’s Act III and each other of the Act III Parties that is at any time a record or beneficial owner of shares of Common Stock shall, and shall cause their respective Representatives to, (a) appear in person or by proxy at each of the Company’s shareholder meetings (a “Shareholder Meeting”) and (b) vote, or deliver consents or consent revocations with respect to, all shares of Common Stock beneficially owned by such Act III Parties in accordance with the recommendation of the Company’s Board of Directors (the “Board”) with respect to all proposals submitted to shareholders at such Shareholder Meeting, in each case as the Board’s recommendation is set forth in the definitive proxy statement, consent solicitation statement, or revocation solicitation statement filed by the Company in respect of such Shareholder Meeting. Notwithstanding the foregoing, (i) in the event that Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) issue voting recommendations that differ from the Board’s recommendation with respect to any proposals (other than a proposal with respect to director elections or removal), the Act III Parties shall be permitted to vote, or deliver consents or consent revocations with respect to any shares beneficially owned by such Act III Parties in accordance with such ISS or Glass Lewis recommendation and (ii) the Act III Parties shall be permitted to vote in its sole discretion on any proposal with respect to any Extraordinary Transaction. The Act III Parties shall use commercially reasonable efforts (including by calling back loaned out shares, if any) to ensure that the applicable Act III Parties have voting power for each share beneficially owned by it on the record date for each Shareholder Meeting.

Voting Commitment. (a) Until the Expiration Termination Date, BJ’s Act III and each other of the Act III Donerail Parties that is at any time a record or beneficial owner of shares of Common Stock shall, and or shall cause their respective Representatives to, to (ai) appear in person or by proxy at each of the Company’s shareholder meetings (a “Shareholder Meeting”) Stockholder Meeting and (bii) vote, or deliver consents or consent revocations with respect to, all shares of Common Stock beneficially owned by such Act III the Donerail Parties in accordance with the recommendation of the CompanyBoard’s Board of Directors (the “Board”) recommendations with respect to all proposals submitted to shareholders stockholders at such Shareholder MeetingStockholder Meeting other than proposals with respect to an Extraordinary Transaction, which the Donerail Parties may vote on in their sole discretion, in each case as the Board’s recommendation is set forth in the definitive proxy statement, consent solicitation statement, or revocation solicitation statement filed by the Company in respect of such Shareholder Stockholder Meeting. Notwithstanding the foregoing; provided, (i) however, that in the event that either Institutional Shareholder Services Stockholder Services, Inc. (“ISS”) or Glass Lewis & Co., LLC Co. (“Glass Lewis”) issue ), or any successor thereto, publishes a voting recommendations recommendation that differ differs from the Board’s recommendation with respect to any proposals proposal (other than a proposal with respect proposals related to director elections elections, removals or removal)replacements) submitted to stockholders at any Stockholder Meeting, the Act III Donerail Parties shall will be permitted to vote, or deliver consents or consent revocations with respect to to, any shares beneficially owned by such Act III Parties Donerail Party in accordance with such ISS or Glass Lewis recommendation and (ii) the Act III Parties recommendation. Each Donerail Party shall be permitted to vote in its sole discretion on any proposal with respect to any Extraordinary Transaction. The Act III Parties shall use commercially reasonable efforts take all actions necessary (including by calling back loaned out shares, if any) to ensure that the applicable Act III Parties have such Donerail Party has voting power for each share beneficially owned by it on the record date for each Shareholder Stockholder Meeting, excluding any options or derivatives held by any Donerail Party as of any such record date. (b) Upon the Company’s written request, each Donerail Party shall provide the Company with written confirmation and evidence of its compliance with this Section 2 no later than two (2) Business Days prior to the applicable Stockholder Meeting.

Voting Commitment. (a) Until the Expiration date this Agreement terminates or is terminated pursuant to the terms hereof (the “Termination Date”), BJ’s Act III and each other of the Act III Investor Parties that is at any time a record or beneficial owner of shares of Common Stock shall, and or shall cause their respective Representatives to, to (ai) appear in person or by proxy at each Stockholder Meeting, whether such meeting is held at a physical location or virtually by means of the Company’s shareholder meetings (a “Shareholder Meeting”) remote communications, and (bii) vote, or deliver consents or consent revocations with respect to, all shares of Common Stock beneficially owned by such Act III the Investor Parties or their Affiliates in accordance with the recommendation of the CompanyBoard’s Board of Directors (the “Board”) recommendations with respect to any and all proposals, including, but not limited to, proposals related to director elections, removals or replacements, or the issuance of equity in connection with employee compensation, submitted to shareholders stockholders at such Shareholder Stockholder Meeting; provided, in each case as the Board’s recommendation is set forth in the definitive proxy statementhowever, consent solicitation statement, or revocation solicitation statement filed by the Company in respect of such Shareholder Meeting. Notwithstanding the foregoing, (i) that in the event that either Institutional Shareholder Services Stockholder Services, Inc. (“ISS”) or Glass Lewis ▇▇▇▇▇, ▇▇▇▇▇ & Co., LLC Co. (“Glass Lewis”) issue publishes a voting recommendations recommendation that differ differs from the Board’s recommendation with respect to any proposals proposal (other than a proposal with respect proposals related to director elections elections, removals or removal)replacements, or the issuance of equity in connection with employee compensation) submitted to stockholders at any Stockholder Meeting, the Act III Investor Parties shall will be permitted to vote, or deliver consents or consent revocations with respect to to, any shares beneficially owned by such Act III Parties Investor Party or its Affiliates in accordance with such ISS or Glass Lewis recommendation and (ii) recommendation; provided, further, that the Act III Investor Parties shall be permitted to may vote in its sole their discretion on any proposal with respect to any involving an Extraordinary TransactionTransaction or the implementation of takeover defenses not in existence as of the Effective Date. The Act III Parties Each Investor Party shall use commercially reasonable efforts take all actions necessary (including including, but not limited to, by calling back loaned out shares, if any) to ensure that the applicable Act III Parties have such Investor Party and its Affiliates has voting power for each share beneficially owned by it or its Affiliates on the record date for each Shareholder Stockholder Meeting, excluding any options or derivatives held by any Investor Party or its Affiliates as of any such record date. (b) Upon the Company’s written request, each Investor Party shall provide the Company with written confirmation and evidence of its compliance with this Section 2 no later than two (2) Business Days prior to the applicable Stockholder Meeting.

Voting Commitment. Until the Expiration Termination Date, BJ’s Act III and each other of the Act III Parties that is at any time a record or beneficial owner of shares of Common Stock Blackwells shall, and shall cause their respective its Representatives to, (a) to appear in person or by proxy at each of Shareholder Meeting (including the Company’s shareholder meetings (a “Shareholder 2024 Annual Meeting”) and (b) to vote, or deliver consents or consent revocations with respect to, all shares of the Company’s common shares, par value $0.001 per share (the “Common Stock Shares”), beneficially owned by such Act III Parties Blackwells and over which Blackwells has voting power, in accordance with the recommendation of the CompanyBoard’s Board of Directors (the “Board”) recommendations with respect to all proposals submitted to shareholders at each such Shareholder Meeting, in each case as the Board’s recommendation is set forth in the applicable definitive proxy statement, consent solicitation statement, statement or revocation solicitation statement filed by the Company in respect of such Shareholder Meeting. Notwithstanding the foregoing, (i) in the event that Institutional Shareholder Services Services, Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) issue issues voting recommendations that differ from the Board’s voting recommendation of the Board with respect to any proposals proposal submitted to the shareholders at any Shareholder Meeting (other than a proposal with respect proposals to director elections elect or removalremove directors), the Act III Parties Blackwells shall be permitted to vote, or deliver consents or consent revocations with respect to any shares to, all or a portion of the Common Shares it beneficially owned by owns and over which Blackwells has voting power, respectively, at such Act III Parties Shareholder Meeting in accordance with such ISS or Glass Lewis recommendation recommendations; and (ii) the Act III Parties Blackwells shall be permitted to vote in its sole discretion on any proposal with of the Company in respect to of any Extraordinary TransactionTransaction that is subject to a vote of the Company’s shareholders. The Act III Parties Blackwells shall use commercially reasonable efforts (including by calling back any loaned out shares, if any) to ensure that the applicable Act III Parties have Blackwells has voting power for each share beneficially owned by it on the record date for and through each Shareholder Meeting. For the avoidance of doubt, if ISS is silent regarding any Company proposal, Blackwells shall vote only in accordance with the Board’s recommendation.