Common use of Voting Undertaking Clause in Contracts

Voting Undertaking. (a) The voting rights of the Retractable Preferred Stock to be issued to Holder as contemplated by this Agreement and the Series F CoD shall be equivalent to an aggregate vote equal to 280,943 shares of Common Stock. Holder hereby acknowledges that such voting rights have been determined in order to limit the aggregate voting rights of all of the shares of Retractable Preferred Stock that will be issued by the Company to all holders of the Retractable Preferred Stock (including Holder), such that the aggregate voting rights shall not exceed an aggregate of 19.99% of the currently issued and outstanding Common Stock, as calculated immediately prior to the execution of the L▇▇▇▇ SPA and this Agreement. (b) Subject to the Company’s compliance with the terms and conditions of this Agreement and the Series F CoD, H▇▇▇▇▇ agrees to continue to own and vote all of its shares of Retractable Preferred Stock at the Company’s first annual meeting of stockholders after the date hereof, to be held no later than December 31, 2025 (the “Stockholder Meeting Deadline”) in favor of all proposals recommended by the Board of Directors of the Company that are presented for stockholder approval at such annual meeting; provided, that nothing shall require the Holder to approve any action that would circumvent or otherwise interfere with the due performance of this Agreement and/or the Series F CoD, as applicable (the “Stockholder Approval”). H▇▇▇▇▇ agrees to promptly vote such shares of Retractable Preferred Stock within seven (7) days after the Company files a definitive proxy statement for the Company’s annual meeting of stockholders. (c) The voting of Retractable Preferred Stock pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Retractable Preferred Stock pursuant to the Agreement need not make explicit reference to the terms of this Agreement.