Common use of Voting Commitment Clause in Contracts

Voting Commitment. During the Restricted Period, at each annual or special meeting of the Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, the ▇▇▇▇▇▇/JEC Signatories shall cause all Voting Securities (as defined below) that are beneficially owned by the ▇▇▇▇▇▇/JEC Group (of which such Person (as defined below) has the right or ability to vote as of the applicable record date for such meeting or action by written consent) to be (a) present for quorum purposes and (b) voted or consented (i) in favor of the election of each person nominated by the Board for election as a director, (ii) against any stockholder nominations for directors that are not approved and recommended by the Board for election, (iii) against any proposals or resolutions to remove any member of the Board and (iv) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consent; provided, however, that if Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposals (other than as related to the election or removal of directors), each member of the ▇▇▇▇▇▇/JEC Group shall be permitted to vote in accordance such ISS and Glass Lewis recommendations; provided, further, that each member of the ▇▇▇▇▇▇/JEC Group shall be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined below).

Voting Commitment. During Until the Restricted PeriodTermination Date, each EC Party shall, or shall cause its Representatives to, appear in person or by proxy at each annual Stockholder Meeting and to vote or special meeting cause to be voted, as applicable, all shares of common stock, par value $0.0001 per share of the Company’s stockholders Company (including any adjournments, postponements or other delays thereof“Common Stock”) or action by written consent, the ▇▇▇▇▇▇/JEC Signatories shall cause all Voting Securities (as defined below) that are beneficially owned by the ▇▇▇▇▇▇/JEC Group (of it and over which such Person (as defined below) it has the right or ability to vote as of the applicable record date for such meeting or action by written consent) to be (a) present for quorum purposes and (b) voted or consented (i) in favor of the election of each person nominated by the Board for election as a director, (ii) against any stockholder nominations for directors that are not approved and recommended by the Board for election, (iii) against any proposals or resolutions to remove any member of the Board and (iv) voting power in accordance with the Board’s recommendations, as such recommendations of the Board are set forth in the applicable definitive proxy statement or definitive consent solicitation statement filed in respect thereof, with respect to (i) the election, removal and/or replacement of directors (a “Director Proposal”) and (ii) any other proposal submitted to the stockholders at a Stockholder Meeting (except for those related to Extraordinary Transactions), in each case as such recommendation of the Board on all other proposals is set forth in the applicable definitive proxy statement or business that may be the subject of stockholder action at such meeting or action by written consentdefinitive consent solicitation statement filed in respect thereof; provided, however, that if in the event both Institutional Shareholder Services Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise make a recommendation that differs from the recommendation of the Board with respect to any proposals proposal submitted to the stockholders at any Stockholder Meeting (other than as related to the election or removal of directorsDirector Proposals), each member of the ▇▇▇▇▇▇/JEC Group shall EC Party would 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 such with the ISS and Glass Lewis recommendations; provided, further, that each member of the ▇▇▇▇▇▇/JEC Group shall be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined below)recommendation.

Voting Commitment. During the Restricted Period, at each annual or special meeting of the Company’s stockholders (including any adjournments, postponements or other delays thereof) or ), and in connection with any purported action by written consentconsent in lieu of a meeting, the ▇▇▇▇▇▇/JEC Scalar Gauge Signatories shall will cause all Voting Securities (as defined below) that are beneficially owned by the ▇▇▇▇▇▇/JEC Group (of which such any Restricted Person (as defined below) has the right or ability to vote as of the applicable record date for such meeting or action by written consent) to be (a) present for quorum purposes purposes, if applicable; and (b) voted or consented (i) in favor of the election of each person nominated by the Board for election as a director, ; and (ii) against any stockholder nominations for directors that are not approved and recommended by the Board for election, (iii) against any proposals or resolutions to remove any member of the Board and (iv) in accordance with the Board’s recommendation of the Board on all other proposals any proposal or business resolutions that may be the subject of stockholder action at such meeting is not a proposal or action by written consentresolution to approve or adopt an Extraordinary Transaction (as defined below); provided, however, that if in the event that Institutional Shareholder Services Inc. (“ISS”) and or Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise (including any successors thereof) issue a voting recommendation that differs from the voting recommendation of the Board with respect to any proposals proposal submitted to shareholders at a shareholder meeting (other than as related with respect to the election or of directors to the Board, the removal of directorsdirectors from the Board, the size of the Board or the filling of vacancies on the Board), each member the members of the ▇▇▇▇▇▇/JEC Scalar Gauge Group shall be permitted to vote in accordance with any such recommendation of ISS and Glass Lewis recommendations; provided, further, that each member of the or ▇▇▇▇▇ ▇▇/JEC Group shall be permitted to vote in its sole discretion on ▇▇▇ (including any proposal with respect to an Extraordinary Transaction (as defined belowsuccessors thereof).

Voting Commitment. During Until the Restricted PeriodTermination Date, Engine shall, and shall cause its Representatives to, appear in person or by proxy at each annual Stockholder Meeting (including the 2025 Annual Meeting) and to vote, or special meeting deliver consents or consent revocations with respect to, all of the Company’s stockholders (including any adjournmentsshares of Common Stock, postponements or other delays thereof) or action by written consent, the ▇▇▇▇▇▇/JEC Signatories shall cause all Voting Securities (as defined below) that are beneficially owned by Engine and over which Engine has voting power in accordance with the ▇▇▇▇▇▇/JEC Group (of which Board’s recommendations as such Person (as defined below) has the right or ability to vote as recommendations of the Board are set forth in the applicable record date for definitive proxy or consent statement filed by the Company in respect of such meeting or action by written consent) Stockholder Meeting with respect to be (a) present for quorum purposes the election, removal and/or replacement of directors and (b) voted or consented (i) in favor of any other proposal submitted to the election of each person nominated by the Board for election as stockholders at a director, (ii) against any stockholder nominations for directors that are not approved and recommended by the Board for election, (iii) against any proposals or resolutions to remove any member of the Board and (iv) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consentStockholder Meeting; provided, however, that if Engine 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 that is subject to a vote of the Company’s stockholders; provided further, that to the extent Institutional Shareholder Services Services, Inc. (“ISS”) and or Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise recommends otherwise, Engine may vote their shares of Common Stock in accordance with respect to any proposals the ISS or Glass Lewis recommendation on such matter (other than as related the election, removal and/or replacement of directors to the election or removal of directors), each member of the ▇▇▇▇▇▇/JEC Group which this proviso shall be permitted to vote in accordance such ISS and Glass Lewis recommendations; provided, further, that each member of the ▇▇▇▇▇▇/JEC Group shall be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined belownot apply).

Voting Commitment. During Until the Restricted PeriodTermination Date, the Reporting Persons shall appear in person or by proxy at each annual or special meeting Stockholder Meeting for quorum purposes and to vote all shares of the Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, the ▇▇▇▇▇▇/JEC Signatories shall cause all Voting Securities (as defined below) Common Stock that are owned of record or beneficially owned by the ▇▇▇▇▇▇/JEC Group (of which such Person (as defined below) has the right or ability to vote owned, as of the applicable record date for such meeting Stockholder Meeting, by it or action by written consent) to be its controlling or controlled Affiliates and over which it has voting power on the Company’s proxy card or consent card (a) present for quorum purposes and (b) voted or consented (i) in favor of the election of each person nominated by the Board for election as a director, ; (iib) against the election as director of any stockholder nominations for directors person that are is not approved and recommended by the Board for election, election at any such Stockholder Meeting; (iiic) against any proposals or resolutions to remove any member of the Board Board; and (ivd) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consentStockholder Meeting; provided, however, that if the Reporting Persons shall each be permitted to vote all or some of the shares of Common Stock that it beneficially owns and over which it has voting power at such Stockholder Meeting in its sole discretion with respect to an Extraordinary Transaction; provided further, that to the extent Institutional Shareholder Services Inc. (“ISS”) and Glass or Glass, Lewis & Co., LLC (“Glass Lewis”) recommend otherwise recommends otherwise, the Reporting Persons may vote their shares of Common Stock in accordance with respect to any proposals the ISS or Glass Lewis recommendation on such matter (other than as related to the election or removal of directors), each member of the ▇▇▇▇▇▇/JEC Group directors to which this proviso shall be permitted to vote in accordance such ISS and Glass Lewis recommendations; provided, further, that each member of the ▇▇▇▇▇▇/JEC Group shall be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined belownot apply).