Common use of Voting Proxy Clause in Contracts

Voting Proxy. Each Individual Founder and the Founder Trusts affiliated with such Individual Founder hereby grants, effective upon such Individual Founder’s death or Disability a voting proxy, coupled with an interest in all Shares of such Individual Founder and her Founder Trusts, to the other Individual Founder to vote or to deliver or not deliver consent in writing or by electronic transmission, in any election or re-election of directors of the Company or in any vote of stockholders regarding the removal from the Board of any Individual Founder or Tulco Director, all such Shares in the manner provided in Sections 1.2 and 1.3 hereof (the “Voting Proxy”); provided that, effective upon the death or Disability of the sole remaining Individual Founder or upon the simultaneous death or Disability of both Individual Founders, the Voting Proxy shall automatically transfer to the Special Proxyholder, in which case all such Shares shall be voted by the Special Proxyholder in the manner provided in Sections 1.2(b) and 1.3 hereof. Notwithstanding the foregoing, upon the death or Disability of the first Individual Founder to die or become Disabled, if (i) there are any Shares that are held in an irrevocable trust of which the surviving Individual Founder is the grantor, (ii) the Company would be treated as a controlled corporation with respect to such surviving Individual Founder as defined in Section 2036(b)(2) of the Internal Revenue Code, and (iii) pursuant to this Section 2, the Voting Proxy over such shares would transfer to such surviving Individual Founder, the Voting Proxy shall instead transfer to the Special Proxyholder, and the Special Proxyholder shall have full power and authority, and hereby agrees, to vote the Shares held in such trust in accordance with Section 1.2(b) and 1.3 hereof. The Voting Proxy, with respect to each such Share, is coupled with an interest and shall be irrevocable and shall terminate, with respect to such Share, upon the earliest to occur of (i) the termination of this Agreement pursuant to its terms; (ii) such time as this Section 2 is amended to remove such grant of proxy in accordance with Section 8.6 hereof; and (iii) such Share is converted into a share of Class A Common Stock pursuant to Section 7 of Part A of Article IV of the Certificate of Incorporation.

Voting Proxy. Each Individual Founder and Subject to the Founder Trusts affiliated with such Individual Founder rights of the Senior Creditors for so long as the Senior Security Interests shall continue, the Pledgor hereby grants, effective upon such Individual Founder’s death or Disability a voting grants to the Collateral Agent on behalf of the Secured Party an irrevocable proxy, coupled with an interest exercisable at such time as the Senior Obligations shall have been paid in all Shares of such Individual Founder and her Founder Trustsfull, to the other Individual Founder to vote or to deliver or not deliver consent in writing or by electronic transmission, in any election or re-election of directors of the Company or in any vote of stockholders regarding the removal from the Board of any Individual Founder or Tulco Director, all such Shares in the manner provided in Sections 1.2 and 1.3 hereof (the “Voting Proxy”); provided that, effective upon the death or Disability of the sole remaining Individual Founder or upon the simultaneous death or Disability of both Individual Founders, the Voting Proxy shall automatically transfer to the Special Proxyholder, in which case all such Shares shall be voted by the Special Proxyholder in the manner provided in Sections 1.2(b) and 1.3 hereof. Notwithstanding the foregoingvote, upon the death or Disability occurrence of an Event of Default (as hereinafter defined), the Pledged Shares with respect to the matters contained in Article XII of the first Individual Founder Articles of Incorporation of the FMARC Entities, which proxy shall continue until the Final Date, subject to die or become Disabled, if the rights of the Senior Creditors for so long as the Senior Security Interests shall continue. UDC will provide written notice to the Collateral Agent and the Pledgor in the event that (i) there the Senior Obligations are any Shares that are held paid in an irrevocable trust of which the surviving Individual Founder is the grantorfull, (ii) the Company would be treated as a controlled corporation with respect to such surviving Individual Founder as defined in Section 2036(b)(2) of the Internal Revenue Code, and Final Date has occurred or (iii) pursuant an Event of Default has occurred. The Pledgor represents and warrants that it has directed the FMARC Entities, in accordance with Section 217 of the Delaware General Corporation Law, to this Section 2reflect on their respective books the right of the Collateral Agent to vote the FMARC Collateral, as applicable, on behalf of the Secured Party, exercisable at such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below). Upon the request of the Collateral Agent or the Secured Party, the Voting Proxy over such shares would transfer to such surviving Individual Founder, the Voting Proxy Pledgor shall instead transfer deliver to the Special ProxyholderCollateral Agent such further evidence of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid in full, and only on the Special Proxyholder shall have full power and authority, and hereby agreesoccurrence of an Event of Default (as defined below), to vote the Shares held in FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such trust rights to vote the FMARC Collateral granted hereunder in accordance with Section 1.2(b) and 1.3 hereof. The Voting Proxy, with respect to each such Share, is coupled with an interest and shall be irrevocable and shall terminate, with respect to such Share, upon the earliest to occur of (i) written directions given by the termination of this Agreement pursuant to its terms; (ii) such time as this Section 2 is amended to remove such grant of proxy in accordance with Section 8.6 hereof; and (iii) such Share is converted into a share of Class A Common Stock pursuant to Section 7 of Part A of Article IV of the Certificate of IncorporationSecured Party.

Voting Proxy. Within 30 days following the date of this Agreement, the Majority Holders shall designate to the Board, in writing, a Holder that shall serve as the designated representative of the Holders to act in such capacity as contemplated by this Agreement (such designated Holder, the “Holder Representative”). The Holder Representative designated pursuant to this Section XVI shall serve in such capacity for the term of this Agreement, unless such Holder Representative resigns or is replaced with a successor representative of the Holders hereunder, that has been designated by the Majority Holders, in writing to the Board, no later than 10 days prior to the date that such successor Holder Representative shall assume duties under this Agreement. Each Individual Founder Holder hereby irrevocably grants to and appoints the Founder Trusts affiliated Holder Representative (to act by written consent) as such Holder’s proxy and attorney-in-fact (with such Individual Founder hereby grantsfull power of substitution), effective upon such Individual Founder’s death or Disability a voting proxyfor and in the name, coupled with an interest in all Shares place and stead of such Individual Founder and her Founder TrustsHolder, to the other Individual Founder to vote or to deliver or not deliver act by written consent in writing or by electronic transmission, in any election or re-election of directors of the Company or in any vote of stockholders regarding the removal from the Board of any Individual Founder or Tulco Director, all such Shares in the manner provided in Sections 1.2 and 1.3 hereof (the “Voting Proxy”); provided that, effective upon the death or Disability of the sole remaining Individual Founder or upon the simultaneous death or Disability of both Individual Founders, the Voting Proxy shall automatically transfer to the Special Proxyholder, in which case all such Shares shall be voted by the Special Proxyholder in the manner provided in Sections 1.2(b) and 1.3 hereof. Notwithstanding the foregoing, upon the death or Disability of the first Individual Founder to die or become Disabled, if (i) there are any Shares that are held in an irrevocable trust of which the surviving Individual Founder is the grantor, (ii) the Company would be treated as a controlled corporation with respect to such surviving Individual Founder as defined in Section 2036(b)(2) of the Internal Revenue CodeHolder’s Warrants, and (iii) pursuant to this Section 2grant a consent, proxy or approval in respect of such Warrants, in the Voting Proxy over event that such shares would transfer Holder fails to such surviving Individual Founder, respond to any written request from the Voting Proxy shall instead transfer to the Special Proxyholder, and the Special Proxyholder shall have full power and authority, and hereby agrees, Company to vote the Shares held in such trust in accordance with Section 1.2(b) and 1.3 hereof. The Voting Proxy, or act by written consent with respect to any of such Holder’s rights as provided for in this Agreement with respect to any of its Warrants within 30 days of the receipt of such written request. Each Holder hereby affirms that the irrevocable proxy set forth in this Section XVI will be valid until the Post-Exercise Meeting Date and is given to secure the performance of the obligations of such Holder under this Agreement. Each such Holder hereby further affirms that each such Share, is proxy hereby granted shall be irrevocable and shall be deemed coupled with an interest and shall be irrevocable and shall terminateextend until the Post-Exercise Meeting Date, with respect or, if earlier, until the last date permitted by applicable laws. For the avoidance of doubt, except as expressly contemplated by this Section XVI, none of the Holders has granted a proxy to any person to exercise the rights of any such Share, upon the earliest to occur of (i) the termination of Holder under this Agreement pursuant or any other agreement to its terms; (ii) which such time as this Section 2 Holder is amended to remove such grant of proxy in accordance with Section 8.6 hereof; and (iii) such Share is converted into a share of Class A Common Stock pursuant to Section 7 of Part A of Article IV of the Certificate of Incorporationparty.

Voting Proxy. Each Individual Founder Investor shall revoke, and the Founder Trusts affiliated hereby revokes, any and all previous proxies granted with such Individual Founder hereby grants, effective upon such Individual Founder’s death or Disability a voting proxy, coupled with an interest in all Shares of such Individual Founder and her Founder Trusts, respect to the other Individual Founder to vote or to deliver or not deliver consent in writing or by electronic transmission, in any election or re-election of directors Capital Stock of the Company or in any vote Subsidiary thereof to effectuate the following provisions of stockholders regarding this Section 4.1. Concurrent with delivery of this Agreement, Investor agrees to deliver to the removal from the Board of any Individual Founder or Tulco DirectorCompany a valid proxy, all such Shares in the manner provided in Sections 1.2 and 1.3 hereof form attached hereto as Exhibit A (the “Voting Proxy”); provided that, effective upon the death or Disability of the sole remaining Individual Founder or upon the simultaneous death or Disability of both Individual Founders. Except as set forth in this Section 4.1, the Voting Proxy shall automatically transfer to the Special Proxyholder, in which case all such Shares shall be voted by the Special Proxyholder in the manner provided in Sections 1.2(b) and 1.3 hereof. Notwithstanding the foregoing, upon the death or Disability of the first Individual Founder to die or become Disabled, if (i) there are any Shares that are held in an irrevocable trust of which the surviving Individual Founder is the grantor, (ii) the Company would be treated as a controlled corporation with respect to such surviving Individual Founder as defined in Section 2036(b)(2) of the Internal Revenue Code, and (iii) delivered pursuant to this Section 2, the Voting Proxy over such shares would transfer to such surviving Individual Founder, the Voting Proxy 4.1 shall instead transfer be irrevocable to the Special Proxyholderfullest extent permissible by Law and coupled with an interest, and granted in order to secure Investor’s performance under this Agreement and also in consideration of the Special Proxyholder shall have full power Company entering into this Agreement and authority, the Definitive Agreements. Investor agrees that the Proxy delivered by it will be valid under applicable Law and hereby agrees, the Company’s governing documents to permit the holder thereof to vote the Shares Capital Stock of the Company and any Subsidiary thereof held by Investor at any meeting of the stockholders of the Company or any Subsidiary thereof, respectively, as such holder deems advisable and in such trust all cases in accordance with the recommendations of the Board and that the holder of the Proxy shall have the right to cause to be present, to consent or to vote such Capital Stock of the Company and any Subsidiary thereof in accordance with the provisions of this Section 1.2(b) and 1.3 hereof4.1 pursuant to the Proxy. The Voting Proxy, with respect to each such Share, is coupled with an interest and Proxy granted by Investor shall be irrevocable void and shall terminateof no further effect and revoked (automatically without any action on the part of Investor, with respect to such Share, the Company or any other Person) upon the earliest earlier to occur of (i) the end of the Lockup Period and the termination of this Agreement pursuant to its terms; (ii) such time as this Section 2 is amended to remove such grant of proxy in accordance with Section 8.6 hereof; and (iii) such Share is converted into a share of Class A Common Stock pursuant to Section 7 of Part A of Article IV of the Certificate of Incorporation5.1. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.