Common use of Voting Obligation Clause in Contracts

Voting Obligation. (a) At all times during the Standstill Period, Amazon shall be entitled to vote (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) the shares of Common Stock owned by it or its Affiliates or over which it or its Affiliates have the ability to vote, up to 14.9% of the Company’s outstanding shares of Common Stock (the “Voting Threshold”), in its sole and absolute discretion; provided that if at any time Amazon and its Affiliates collectively have the ability to vote more than 14.9% of the Company’s outstanding shares of Common Stock, then in connection with each meeting of the Company’s stockholders Amazon shall cause all of the shares of Common Stock in excess of the Voting Threshold owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote to be present for purposes of determining quorum at such meeting. At all times during the Standstill Period, Amazon shall cause the shares of Common Stock owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote in excess of the Voting Threshold to be voted (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) in accordance with the recommendation of the Board, including without limitation, in favor of all those persons nominated to serve as directors of the Company by the Board or its Nominating and Governance Committee.

Voting Obligation. (a) At all times during the Standstill Period, Amazon Investor shall be entitled to vote (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) the shares of Common Stock owned by it or its Affiliates or over which it or its Affiliates have the ability to vote, up to 14.94.9% of the Company’s outstanding shares of Common Stock (the “Voting ACTIVE/117762661.12 Threshold”), in its sole and absolute discretion; provided that if at any time Amazon Investor and its Affiliates collectively have the ability to vote more than 14.94.9% of the Company’s outstanding shares of Common Stock, then in connection with each meeting of the Company’s stockholders Amazon Investor shall cause all of the shares of Common Stock in excess of the Voting Threshold owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote to be present for purposes of determining quorum at such meeting. At all times during the Standstill Period, Amazon Investor shall cause the shares of Common Stock owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote in excess of the Voting Threshold to be voted (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) in accordance with the recommendation of the Board, including without limitation, in favor of all those persons nominated to serve as directors of the Company by the Board or its Nominating and Governance Committee. For the avoidance of doubt, nothing in this Section 5.4 shall in any way limit or restrict or require Investor to vote or appear to vote up to 4.9% of the Common Stock and notwithstanding the requirements of this Section 5.4, Investor’s voting rights for amounts in excess of the Voting Threshold shall not be restricted or limited in any way with respect to matters with any bearing on its commercial interests or the interests of any of its Affiliates, as determined in the sole discretion of Investor.

Voting Obligation. (a) a. At all times during the Standstill Period, Amazon shall be entitled to vote (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) the shares of Common Stock owned by it or its Affiliates or over which it or its Affiliates have the ability to vote, up to 14.919.9% of the Company’s outstanding shares of Common Stock (the “Voting Threshold”), in its sole and absolute discretion; provided that if at any time Amazon and its Affiliates collectively have the ability to vote more than 14.919.9% of the Company’s outstanding shares of Common Stock, then in connection with each meeting of the Company’s stockholders Amazon shall cause all of the shares of Common Stock in excess of the Voting Threshold owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote to be present for purposes of determining quorum at such meeting. At all times during the Standstill Period, Amazon shall cause the shares of Common Stock owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote in excess of the Voting Threshold to be voted (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) in accordance with the recommendation of the Board, including without limitation, in favor of all those persons nominated to serve as directors of the Company by the Board or its Nominating and Governance Committee.

Voting Obligation. (a) At all times during the Standstill Period, Amazon Walmart shall be entitled to vote (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) the shares of Common Stock owned by it or its Affiliates or over which it or its Affiliates have the ability to vote, up to 14.9% of the Company’s outstanding shares of Common Stock (the “Voting Threshold”), in its sole and absolute discretion; provided that if at any time Amazon Walmart and its Affiliates collectively have the ability to vote more than 14.9% of the Company’s outstanding shares of Common Stock, then in connection with each meeting of the Company’s stockholders Amazon Walmart shall cause all of the shares of Common Stock in excess of the Voting Threshold owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote to be present for purposes of determining quorum at such meeting. At all times during the Standstill Period, Amazon Walmart shall cause the shares of Common Stock owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote in excess of the Voting Threshold to be voted (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) in accordance with the recommendation of the Board, including without limitation, in favor of all those persons nominated to serve as directors of the Company by the Board or its Nominating and Governance Committee.