Common use of Voting Commitments Clause in Contracts

Voting Commitments. (a) SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as of the record date for any meeting of stockholders of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings (i) in favor of the Company’s nominees, (ii) against the election of any directors that have not been nominated by the Company, (iii) in accordance with the Board’s recommendation with respect to auditor ratification proposals and (iv) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting, provided however, that in the case of this clause (iv), SRS shall be permitted to vote in its sole discretion (subject to any limitations attached to Excess Voting Rights pursuant to Section 4(b)) with respect to any proposal (A) related to an Extraordinary Transaction, (B) which has received an “against” recommendation from Institutional Shareholder Services, (C) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (D) related to new or amended incentive compensation plans. (b) In the event SRS obtains (as a result of buybacks or repurchases by or on behalf of the Company, purchases by SRS, or otherwise) the right to exercise voting rights attached to Voting Securities in excess of 25% of the outstanding Voting Securities (the “Excess Voting Rights”), and for so long as SRS continues to (i) have the right to exercise such Excess Voting Rights and (ii) Beneficially Own more than 25% of the outstanding Voting Securities, SRS shall (A) on each and every matter that is submitted to the stockholders of the Company for their vote and with respect to which the Excess Voting Rights may be voted by SRS, exercise such Excess Voting Rights in the same proportion in which all other Voting Securities voted on such matter are voted (without taking into consideration, in determining such proportions, (x) any Voting Securities that are not voted or with respect to which a “non-vote” or abstention is exercised or registered and (y) any Voting Securities that are voted by SRS on such matter), and (B) take reasonable steps to cooperate with the Company in order to exercise such Excess Voting Rights in the manner contemplated by this Section 4(b).

Voting Commitments. (a) SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as of the record date for any meeting of stockholders of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings (i) in favor of the Company’s nominees, (ii) against the election of any directors that have not been nominated by the Company, (iii) in accordance with the Board’s recommendation with respect to auditor ratification proposals and (iv) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting, provided however, that in the case of this clause (iv), SRS shall be permitted to vote in its sole discretion (subject to any limitations attached to Excess Voting Rights pursuant to Section 4(b)) with respect to any proposal (A) related to an Extraordinary Transaction, (B) which has received an “against” recommendation from Institutional Shareholder Services, (C) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (D) related to new or amended incentive compensation plans. (b) In the event SRS obtains Beneficially Owns (as a result of buybacks or repurchases by or on behalf of the Company, purchases by SRS, or otherwise) the right to exercise voting rights attached to Voting Securities in excess of 2535% of the outstanding Voting Securities (the “Excess Voting Rights”), and for so long as SRS continues to (i) have the right to exercise such Excess Voting Rights and (ii) Beneficially Own more than 2535% of the outstanding Voting Securities, SRS shall (A) on each and every matter that is submitted to the stockholders of the Company for their vote and with respect to which the Excess Voting Rights may be voted by SRS, exercise such Excess Voting Rights in the same proportion in which all other Voting Securities voted on such matter are voted (treating broker non-votes and abstentions as votes “against” (except with respect to votes of the stockholders of the Company for the election of directors) and without taking into consideration, in determining such proportions, (x) any Voting Securities that are not voted or with respect to which a “non-vote” or abstention is exercised or registered and (y) any Voting Securities that are voted by SRS on such matter), and (B) take reasonable steps to cooperate with the Company in order to exercise such Excess Voting Rights in the manner contemplated by this Section 4(b).

Voting Commitments. (a) SRS agrees that it will cause The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all Voting Securities Beneficially Owned of the shares of Common Stock beneficially owned by SRS as of the White Hat Parties on the record date for any meeting of stockholders (if the 2020 Annual Meeting is within thirty (30) days of the Company occurring during anniversary of the Standstill Period (includingCompany’s 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings meeting (i) in favor of all persons nominated by the Company’s nomineesBoard to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the election stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of any directors that have not been nominated by the Companythis Agreement, (iii) in accordance with to ratify the Boardappointment of the Company’s recommendation with respect to auditor ratification proposals independent registered public accounting firm, and (iv) in accordance with the Board’s recommendation with respect to any other the Company’s “say-on-pay” proposal presented at such meetingand new equity compensation plan (collectively, provided howeverthe “2020 Proposals”), provided, that in the case of this clause (iv), SRS shall be permitted to vote in its sole discretion (subject to any limitations attached to Excess Voting Rights pursuant to Section 4(b)) with respect to any proposal the proposals described in clauses (Aii) related to an Extraordinary Transactionthrough (iv) of this Section 4, (B) which has received an “against” the White Hat Parties may vote in accordance with the recommendation from of Institutional Shareholder Services, (C) related Shareholders Services to the implementation of takeover defenses or adversely affecting extent such recommendation differs from the rights of stockholdersvoting commitments set forth herein and provided that the White Hat Parties do not publicly disclose their vote on such proposals if it differs from the Board’s recommendation; and provided, or (D) related to new or amended incentive compensation plans. (b) In the event SRS obtains (as a result of buybacks or repurchases by or on behalf of the Companyfurther, purchases by SRS, or otherwise) the right to exercise voting rights attached to Voting Securities in excess of 25% of the outstanding Voting Securities (the “Excess Voting Rights”), and for so long as SRS continues to (i) that White Hat Parties shall have the right to exercise such Excess Voting Rights and (ii) Beneficially Own more than 25% vote the shares of Common Stock beneficially owned by the outstanding Voting Securities, SRS shall (A) on each and every matter that is submitted to the stockholders of the Company for White Hat Parties in their vote and sole discretion with respect to which the Excess Voting Rights may be voted by SRS, exercise such Excess Voting Rights in the same proportion in which all other Voting Securities voted on such matter are voted (without taking into consideration, proposals brought before the 2020 Annual Meeting. The White Hat Parties shall provide written evidence of the votes made in determining such proportions, (x) any Voting Securities that are not voted or with respect to which a “non-vote” or abstention is exercised or registered and (y) any Voting Securities that are voted by SRS on such matter), and (B) take reasonable steps to cooperate accordance with the foregoing sentence to the Company in order to exercise such Excess Voting Rights in no later than ten business days before the manner contemplated by this Section 4(b)2020 Annual Meeting.

Voting Commitments. (a) SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as During the Standstill Period, each of the record date for any meeting of stockholders members of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present Investor Group shall appear in person or by proxy at each Stockholder Meeting for quorum purposes and, subject to Section 2(b), to vote all shares of Common Stock beneficially owned by it and voted at such meetings (i) in favor of the Company’s nominees, (ii) against the election of any directors that have not been nominated by the Company, (iii) over which it has voting power in accordance with the Board’s recommendation recommendations as such recommendations of the Board are set forth in the applicable definitive proxy or consent statement filed in respect thereof with respect to auditor ratification proposals and the election, removal and/or replacement of directors (iv) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting, provided however, that in the case of this clause (iva “Director Proposal”), SRS shall be permitted to vote in its sole discretion (subject to any limitations attached to Excess Voting Rights pursuant to Section 4(b)) with respect to any proposal (A) related to an Extraordinary Transaction, (B) which has received an “against” recommendation from Institutional Shareholder Services, (C) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (D) related to new or amended incentive compensation plans. (b) In the event SRS that the Investor Group obtains (as a result of buybacks or repurchases by or on behalf of the Company, purchases by SRS, or otherwise) the right to exercise voting rights attached to Voting Securities in excess of 25% the shares of Common Stock owned beneficially or of record by the Investor Group as of the outstanding date of this Agreement as listed on Schedule A attached hereto (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (such securities, calculated as the number of Voting Securities (held by the Investor Group minus the number of Voting Securities held by the Investor Group as of the date hereof, the “Excess Voting RightsShares”), and for so long as SRS the Investor Group continues to (i) have own Excess Shares, the right to exercise Investor Group shall vote all such Excess Voting Rights and (ii) Beneficially Own more than 25% Shares in accordance with the recommendation of the outstanding Voting Securities, SRS shall (A) Board on each and every matter any proposal that is submitted to the stockholders of the Company for their vote and with respect to which the Excess Voting Rights Shares may be voted by SRSthe Investor Group (including for clarity, exercise with respect to an Extraordinary Transaction); provided, however, if with respect to any proposal submitted to the stockholders at a Stockholder Meeting, the Board’s recommendation as such recommendations of the Board are set forth in the applicable definitive proxy or consent statement filed in respect thereof is not unanimous (other than with respect to the New Director), then the Investor Group shall vote such Excess Voting Rights Shares in at least the same proportion for approval of such matter in which all other Voting Securities voted on such matter are voted (without taking into consideration, in determining such proportions, (x) any Voting Securities that are not voted or with respect to which a “non-vote” or abstention is exercised or registered and (y) any Voting Securities that are voted by SRS the Investor Group on such matter), and (BC) take reasonable steps to cooperate with the Company in order to exercise vote such Excess Voting Rights Shares in the manner contemplated by this Section 4(b2. For the avoidance of doubt, nothing in this Agreement shall in any way restrict the Investor Group from exercising its voting rights with respect to any Voting Securities other than the Excess Shares in the sole discretion of the Investor Group in accordance with this Agreement. In furtherance of the foregoing, promptly following the record date for such Stockholder Meeting, the Investor Group shall provide the Company and its designated proxy solicitor written notice of the number of Voting Securities held beneficially and of record as of the record date for such Stockholder Meeting by the Investor Group and the custodial banks or brokerage firms where such Voting Securities are held, and the Investor Group shall promptly upon the Company’s request obtain a legal proxy and cooperate with the Company and its designated proxy solicitor to either (i) assign the legal proxy to a representative of the Company or its designated proxy solicitor or (ii) submit the legal proxy to the inspector of elections for such Stockholder Meeting with appropriate instructions, in each case, to vote such Excess Shares in accordance with the provisions of this Section 2(b). (c) The Investor Group hereby irrevocably grants to, and appoints, the Chief Financial Officer and the General Counsel of the Company and any individual who shall hereafter be designated by the Board, and each of them, a proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of the Investor Group, to vote, or cause to be voted, all of the shares of Voting Securities that would constitute Excess Shares under Section 2(b) that now are or hereafter may be owned beneficially or of record by the Investor Group, or grant a consent or approval in respect of such shares, at every Stockholder Meeting, with respect to the matters described in this Section 2, in the event that the Investor Group fails to vote with respect to such matters as required by this Agreement. The shares of Common Stock owned beneficially or of record by the Investor Group as of the date of this Agreement are listed on Schedule A attached hereto. This proxy is an irrevocable proxy and is granted in consideration of and as a condition to the Company entering into this Agreement, is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked by the Investor Group. The Investor Group hereby ratifies and confirms all actions that any proxy appointed or designated pursuant to this Section 2(c) may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL, provided that such proxy shall be effective for so long as any voting obligation of the Investor Group under this Agreement is in effect. Upon the execution hereof, all prior proxies given by the Investor Group with respect to the shares of Common Stock owned beneficially or of record by the Investor Group are hereby revoked and, for so long as this Agreement is in effect, no subsequent proxies will be given.

Voting Commitments. (a) SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as of the record date for any meeting of stockholders of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings (i) in favor of the Company’s nominees, (ii) against the election of any directors that have not been nominated by the Company, (iii) in accordance with the Board’s recommendation with respect to auditor ratification proposals and (iv) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting, provided however, that in the case of this clause (iv), SRS shall be permitted to vote in its sole discretion (subject to any limitations attached to Excess Voting Rights pursuant to Section 4(b)) with respect to any proposal (A) related to an Extraordinary Transaction, (B) which has received an “against” recommendation from Institutional Shareholder Services, (C) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (D) related to new or amended incentive compensation plans. (b) In the event SRS obtains (as a result of buybacks or repurchases by or on behalf of the Company, purchases by SRS, Company or otherwise) the right to exercise voting rights attached to Voting Securities in excess of 2520% of the outstanding Voting Securities (the “Excess Voting Rights”), and for so long as SRS continues to (i) have the right to exercise such Excess Voting Rights and (ii) Beneficially Own more than 2520% of the outstanding Voting Securities, SRS shall (A) on each and every matter that is submitted to the stockholders of the Company for their vote and with respect to which the Excess Voting Rights may be voted by SRS, exercise such Excess Voting Rights in the same proportion in which all other Voting Securities voted on such matter are voted (without taking into consideration, in determining such proportions, (x) any Voting Securities that are not voted or with respect to which a “non-vote” or abstention is exercised or registered and (y) any Voting Securities that are voted by SRS on such matter), and (B) take reasonable steps to cooperate with the Company in order to exercise such Excess Voting Rights in the manner contemplated by this Section 4(b).

Voting Commitments. (a) SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as During the Standstill Period, each of the record date for any meeting of stockholders members of the Company occurring during the Standstill Period (includingInvestor Group shall, for the avoidance of doubtor shall cause its Affiliates and Associates to, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present appear in person or by proxy at each Stockholder Meeting for quorum purposes and voted at such meetings (i) in favor to vote all shares of the Company’s nominees, (ii) against the election of any directors that have not been nominated Common Stock beneficially owned by the Company, (iii) it and over which it has voting power in accordance with the Board’s recommendation recommendations as such recommendations of the Board are set forth in the applicable definitive proxy or consent statement filed in respect thereof with respect to auditor ratification proposals (a) the election, removal and/or replacement of directors (a “Director Proposal”) and (ivb) in accordance with any other proposal submitted to the Board’s recommendation stockholders at a Stockholder Meeting, other than a proposal with respect to any other proposal presented at such meetingan Extraordinary Transaction; provided, provided however, that in the case event both ISS and Glass Lewis issue a voting recommendation that differs from the voting recommendation of this clause the Board with respect to any Company proposal (iv)other than Director Proposals) presented at any Stockholder Meeting, SRS the members of the Investor Group shall be permitted to vote all or some shares of Common Stock they beneficially own and over which they have voting power at such Stockholder Meeting in its sole discretion (subject to any limitations attached to Excess Voting Rights pursuant to Section 4(b)) accordance with respect to any proposal (A) related to an Extraordinary Transaction, (B) which has received an “against” recommendation from Institutional Shareholder Services, (C) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (D) related to new or amended incentive compensation planssuch ISS and Glass Lewis recommendation. (b) In the event SRS that Lion Point obtains (as a result of buybacks or repurchases by or on behalf of the Company, purchases by SRS, or otherwise) the right to exercise voting rights attached to Voting Securities in excess of 25the greater of (i) 3.1% of the voting power of the outstanding Voting Securities and (ii) 4,521,979 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Excess Voting Rights”), and then from the end of the Standstill Period through the conclusion of the 2023 Annual Meeting for so long as SRS Lion Point continues to (i) have the right to exercise such Excess Voting Rights and (ii) Beneficially Own beneficially owns more than 253.1% of the outstanding Voting Securities, SRS Lion Point shall (A) on each and every matter that is submitted to the stockholders of the Company for their vote and with respect to which the Excess Voting Rights may be voted by SRSLion Point, exercise such Excess Voting Rights in the same proportion in which all other Voting Securities voted on such matter are voted (without taking into consideration, in determining such proportions, (x) any Voting Securities that are not voted or with respect to which a “non-vote” or abstention is exercised or registered and (y) any Voting Securities that are voted by SRS Lion Point on such matter), and (B) take reasonable steps to cooperate with the Company in order to exercise such Excess Voting Rights in the manner contemplated by this Section 4(b2(b). In furtherance of the foregoing, promptly following the record date for the 2023 Annual Meeting, Lion Point shall provide the Company and its designated proxy solicitor written notice of the number of Voting Securities held beneficially and of record as of the record date for the 2023 Annual Meeting by Lion Point and the custodial banks or brokerage firms where such Voting Securities are held, and Lion Point shall promptly upon the Company’s request obtain a legal proxy and cooperate with the Company and its designated proxy solicitor to either (i) assign the legal proxy to a representative of the Company or its designated proxy solicitor or (ii) submit the legal proxy to the inspector of elections for the 2023 Annual Meeting with appropriate instructions, in each case, to vote such Excess Voting Securities in accordance with the provisions of this Section 2(b). (c) Lion Point hereby irrevocably grants to, and appoints, the Chief Financial Officer of the Company, the Chief Legal Officer of the Company and any individual who shall hereafter be designated by the Board, and each of them, a proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Lion Point, to vote, or cause to be voted, all of the shares of Voting Securities that would constitute Excess Voting Rights under Section 2(b) that now are or hereafter may be owned beneficially or of record by Lion Point, or grant a consent or approval in respect of such shares, at every Stockholder Meeting, with respect to the matters described in this Section 2, in the event that Lion Point fails to vote with respect to such matters as required by this Agreement. The shares of Common Stock owned beneficially or of record by Lion Point as of the date of this Agreement are listed on Schedule A attached hereto. This proxy is an irrevocable proxy and is granted in consideration of and as a condition to the Company entering into this Agreement, is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked by Lion Point. Lion Point hereby ratifies and confirms all actions that any proxy appointed or designated pursuant to this Section 2(c) may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL, provided that such proxy shall be effective for so long as any voting obligation of Lion Point under this Agreement is in effect. Upon the execution hereof, all prior proxies given by Lion Point with respect to the shares of Common Stock owned beneficially or of record by Lion Point are hereby revoked and, for so long as this Agreement is in effect, no subsequent proxies will be given.