Common use of Voting Commitment Clause in Contracts

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, Scalar Gauge will cause all Voting Securities (as defined below) that are beneficially owned by Scalar Gauge to be (a) present for quorum 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; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) 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. Notwithstanding the foregoing, (A) if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends a vote inconsistent with the recommendation of the Board at any annual or special meeting of Company’s stockholders with respect to (1) Company’s “say-on-pay” proposal or (2) any other proposal (other than the election or removal of directors), then the members of the Scalar Gauge Group will be permitted to vote in accordance with the recommendation of ISS or ▇▇▇▇▇ ▇▇▇▇▇; and (B) the members of the Scalar Gauge Group will be permitted to vote in their sole discretion on any proposals related to an Extraordinary Transaction (as defined below).

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, Scalar Gauge will cause all Voting Securities (as defined below) that are beneficially owned by Scalar Gauge any Restricted Person to be (a) present for quorum 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; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) 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. Notwithstanding the foregoing, (A) if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends a vote inconsistent with the recommendation of the Board at any annual or special meeting of Company’s stockholders with respect to (1) Company’s “say-on-pay” proposal or (2) any other proposal (other than the election or removal of directors), then the members of the Scalar Gauge Group will be permitted to vote in accordance with the recommendation of ISS or ▇▇▇▇▇ ▇▇▇▇▇; and (B) the members of the Scalar Gauge Group will be permitted to vote in their sole discretion on any proposals related to an Extraordinary Transaction (as defined below).

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, Scalar Gauge Oaktree will cause all Voting Securities (as defined below) that are beneficially owned by Scalar Gauge any member of the Oaktree Group to be (a) present for quorum 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; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) 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. Notwithstanding the foregoing, (A) if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends a vote inconsistent with the recommendation of the Board at any annual or special meeting of Company’s stockholders during the Restricted Period with respect to (1) Company’s “say-on-pay” proposal or (2) any other proposal (other than the election or removal of directors), then the members of the Scalar Gauge Oaktree Group will be permitted to vote in accordance with the recommendation of ISS or ▇▇▇▇▇ ▇▇▇▇▇Glass Lewis; and (B) the members of the Scalar Gauge Oaktree Group will be permitted to vote in their sole discretion on any proposals related to an any Extraordinary Transaction (as defined below).

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, Scalar Gauge will cause all Voting Securities (as defined below) that are beneficially owned by Scalar Gauge to be (a) present for quorum 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; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) 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. Notwithstanding the foregoing, (A) if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends a vote inconsistent with the recommendation of the Board at any annual or special meeting of Company’s stockholders with respect to (1) Company’s “say-on-pay” proposal or (2) any other proposal (other than the election or removal of directors), then the members of the Scalar Gauge Group will be permitted to vote in accordance with the recommendation of ISS or ▇▇▇▇▇ ▇▇▇▇▇Glass Lewis; and (B) the members of the Scalar Gauge Group will be permitted to vote in their sole discretion on any proposals related to an Extraordinary Transaction (as defined below).

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, Scalar Gauge Oaktree will cause all Voting Securities (as defined below) that are beneficially owned by Scalar Gauge any member of the Oaktree Group to be (a) present for quorum 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; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) 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. Notwithstanding the foregoing, (A) if Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends a vote inconsistent with the recommendation of the Board at any annual or special meeting of Company’s stockholders during the Restricted Period with respect to (1) Company’s “say-on-on- pay” proposal or (2) any other proposal (other than the election or removal of directors), then the members of the Scalar Gauge Oaktree Group will be permitted to vote in accordance with the recommendation of ISS or ▇▇▇▇▇ ▇▇▇▇▇Glass Lewis; and (B) the members of the Scalar Gauge Oaktree Group will be permitted to vote in their sole discretion on any proposals related to an any Extraordinary Transaction (as defined below).