Common use of Voting Commitment Clause in Contracts

Voting Commitment. Until the Termination Date, Engine shall, and shall cause its Representatives to, appear in person or by proxy at each Stockholder Meeting (including the 2025 Annual Meeting) and to vote, or deliver consents or consent revocations with respect to, all of the shares of Common Stock, beneficially owned by Engine and over which Engine has voting power in accordance with the Board’s recommendations as such recommendations of the Board are set forth in the applicable definitive proxy or consent statement filed by the Company in respect of such Stockholder Meeting with respect to (a) the election, removal and/or replacement of directors and (b) any other proposal submitted to the stockholders at a Stockholder Meeting; provided, however, that 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, Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise, Engine may vote their shares of Common Stock in accordance with the ISS or Glass Lewis recommendation on such matter (other than the election, removal and/or replacement of directors to which this proviso shall not apply).

Voting Commitment. Until the Termination Date, Engine shall, and the Reporting Persons shall cause its Representatives to, appear in person or by proxy at each Stockholder Meeting (including the 2025 Annual Meeting) for quorum purposes and to vote, or deliver consents or consent revocations with respect to, vote all of the shares of Common StockStock that are owned of record or beneficially owned, beneficially owned as of the record date for such Stockholder Meeting, by Engine it or its controlling or controlled Affiliates and over which Engine it has voting power on the Company’s proxy card or consent card (a) in favor of the election of each person nominated by the Board for election as a director; (b) against the election as director of any person that is not approved and recommended by the Board for election at any such Stockholder Meeting; (c) against any proposals or resolutions to remove any member of the Board; and (d) in accordance with the Board’s recommendations as such recommendations recommendation of the Board are set forth in on all other proposals or business that may be the applicable definitive proxy or consent statement filed by the Company in respect subject of stockholder action at such Stockholder Meeting with respect to (a) the election, removal and/or replacement of directors and (b) any other proposal submitted to the stockholders at a Stockholder Meeting; provided, however, that Engine the Reporting Persons shall each be permitted to vote all or some of the shares of Common Stock that they it beneficially own owns and over which they have it has voting power at such Stockholder Meeting in their its sole discretion with respect to an Extraordinary Transaction that is subject to a vote of the Company’s stockholdersTransaction; provided further, that to the extent Institutional Shareholder Services, Services Inc. (“ISS”) or Glass Glass, Lewis & Co., LLC (“Glass Lewis”) recommends otherwise, Engine the Reporting Persons may vote their shares of Common Stock in accordance with the ISS or Glass Lewis recommendation on such matter (other than the election, election or removal and/or replacement of directors to which this proviso shall not apply).

Voting Commitment. Until the Termination Date, Engine each EC Party shall, and or shall cause its Representatives to, appear in person or by proxy at each Stockholder Meeting (including the 2025 Annual Meeting) and to votevote or cause to be voted, or deliver consents or consent revocations with respect toas applicable, all shares of common stock, par value $0.0001 per share of the shares of Company (“Common Stock, ”) beneficially owned by Engine it and over which Engine it has voting power in accordance with the Board’s recommendations recommendations, as such recommendations of the Board are set forth in the applicable definitive proxy statement or definitive consent solicitation statement filed by the Company in respect of such Stockholder Meeting thereof, with respect to (ai) the election, removal and/or replacement of directors (a “Director Proposal”) and (bii) any other proposal submitted to the stockholders at a Stockholder MeetingMeeting (except for those related to Extraordinary Transactions), in each case as such recommendation of the Board is set forth in the applicable definitive proxy statement or definitive consent solicitation statement filed in respect thereof; provided, however, that Engine shall be permitted to vote all or some of in 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 event both Institutional Shareholder Services, Inc. (“ISS”) or and Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwisemake a recommendation that differs from the recommendation of the Board with respect to any proposal submitted to the stockholders at any Stockholder Meeting (other than Director Proposals), Engine may each EC Party would be permitted to vote their 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 the ISS or and Glass Lewis recommendation on such matter (other than the election, removal and/or replacement of directors to which this proviso shall not apply)recommendation.

Voting Commitment. Until the Termination Date, Engine each member of the Investor Group shall, and or shall cause its Representatives respective Associates to, appear in person or by proxy at each Stockholder Meeting (including the 2025 Annual Meeting) for quorum purposes and to vote, or deliver consents or consent revocations with respect to, vote all of the shares of Common Stock, Stock that are owned of record or beneficially owned by Engine it or its controlling or controlled Affiliates and over which Engine it has voting power on the Company’s proxy card 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 filed by the Company in respect of such Stockholder Meeting with respect to (a) the election, removal and/or replacement of directors and (b) any other proposal submitted to the stockholders at a Stockholder Meeting; provided, however, that Engine 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 that is subject to a vote of the Company’s stockholdersTransaction; provided further, that to the extent Institutional Shareholder Services, Services Inc. (“ISS”) or Glass Glass, Lewis & Co., LLC (“Glass Lewis”) recommends otherwise, Engine 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 (other than the election, removal and/or replacement election of directors to which this proviso shall not apply).