Common use of Voting of Securities Clause in Contracts

Voting of Securities. Subject to Section 4.3, from the Second Closing Date until termination or expiration of the Standstill Term, in any vote or action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall vote or execute a written consent with respect to all voting securities of the Company as to which it is entitled to vote or execute a written consent in accordance with the recommendation of a majority of the Board. In furtherance of this Section 4.1, the Investor shall, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor is entitled to vote, in the manner and with respect to the matters set forth in this Section 4.1. The Investor acknowledges that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor, to the extent it is inconsistent herewith. Such proxy shall terminate upon the earlier of the expiration or termination of the Standstill Term and this Section 4.1. For the avoidance of doubt, this Section 4.1 and the proxies granted pursuant to this Section 4.1 shall not apply to any voting securities of the Company held by an executive officer or director of the Investor for his or her personal account or to any matters to which Investor retains voting rights pursuant to Section 4.3.

Voting of Securities. Subject to Section 4.3, from the Second Closing Date until termination or expiration of During the Standstill Term, in any vote or action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all Common Stock and other voting securities of the Company as held of record or with respect to which it is they are entitled to vote or execute a written consent consent, in accordance with the recommendation of a majority the Board. During the Standstill Term, the Investor shall, and SK Holdings and SK E&S shall cause any of their respective Affiliates that may from time to time beneficially own any Common Stock or other voting securities of the BoardCompany to, be the record holder of all shares of Common Stock and other voting securities of the Company beneficially owned by the Investor or such Affiliate, as applicable. In furtherance of this Section 4.15.1, the Investor shallhereby irrevocably appoints the Company and any individuals designated by the Company, and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) or, if applicable, to give consent, in such manner as each such attorney, agent and when requested proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to all matters, with respect to all Common Stock and other voting securities of the Company held of record by the Investor or with respect to which the Investor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting or, if applicable, to give written consent with respect thereto (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of the Investor and shall not be terminated by operation of Law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any proxy as to the Common Stock or any other voting securities of the Company previously granted by the Investor. Notwithstanding the foregoing, the Irrevocable Proxy shall be effective if, at any annual or special meeting of the stockholders of the Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause any Common Stock or other voting securities of the Company which the Investor holds of record or may be entitled to vote to be counted as present for purposes of calculating a quorum, or (B) fails to vote any Common Stock or other voting securities of the Company in accordance with this Section 5.1, in each case at least ten (10) days prior to the date of such stockholders’ meeting (or within ten (10) days prior to the effective time of an action to be taken by written consent in lieu of such stockholders’ meeting), provided that the Company provides notice of any meeting of stockholders of the Company at least twenty (20) days prior to the date of such stockholder meeting, which notice requirement shall be deemed to be satisfied by the filing of a Form 8-K or definitive proxy statement by the Company disclosing such stockholder meeting. This Irrevocable Proxy shall terminate upon the expiration of the Standstill Term. In the event that SK Holdings or SK E&S or any of their Affiliates (other than Investor) from time to timetime own of record any Common Stock or other voting securities of the Company, SK Holdings or SK E&S (as the case may be) shall, and SK Holdings and SK E&S shall cause any such Affiliate to, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached heretohereto together with any changes requested by the Company as may be required by the Company’s transfer agent or inspector of elections, and irrevocably appoint the Company or its designeesand any individuals designated by the Company, and each of them individually, with full power of substitutionsubstitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the Common Stock and other voting securities of the Company as to which the Investor such party is entitled to vote, in the such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 4.15.1 (the “Affiliate Proxy”). The Investor acknowledges SK Holdings and SK E&S acknowledge, and shall cause their Affiliates to acknowledge, that any such proxy each Affiliate Proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy Affiliate Proxy shall operate to revoke and render void any prior proxy as to the Common Stock or any other voting securities of the Company heretofore previously granted by the party granting such proxy. The Investor, SK Holdings and SK E&S acknowledge and agree that it shall be a condition to any Permitted Purchase by any Affiliate of the Investor that such Affiliate execute and deliver to the extent it Company an Affiliate Proxy, and that any purported Permitted Purchase shall be in violation of Section 3 of this Agreement if such Affiliate Proxy is inconsistent herewithnot so executed and delivered upon or prior to such Permitted Purchase. Such proxy Affiliate Proxy shall terminate upon the earlier of the expiration or termination of the Standstill Term and this Section 4.1. For the avoidance of doubt, this Section 4.1 and the proxies granted pursuant to this Section 4.1 shall not apply to any voting securities of the Company held by an executive officer or director of the Investor for his or her personal account or to any matters to which Investor retains voting rights pursuant to Section 4.3Term.

Voting of Securities. Subject to Section 4.3, from From and after the Second Closing Date until termination or expiration of the Standstill TermCompletion Date, in any vote or action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor Seller shall vote or execute a written consent with respect to all voting securities of the Company as to which it Seller is entitled to vote or execute a written consent in accordance with the recommendation of a majority the Company’s Board of the BoardDirectors. In furtherance of this Section 4.1, the Investor shall, if Seller hereby irrevocably appoints the Company and when requested any individuals designated by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached heretoCompany, and irrevocably appoint each of them individually, as the Company or its designeesattorneys, agents and proxies, with full power of substitutionsubstitution and re-substitution in each of them, its attorneyfor the Seller, agent and proxy in the name, place and stead of the Seller, to vote (or cause to be voted) or or, if applicable, to give consent with respect to, all of the voting securities of the Company as to which the Investor is entitled to voteconsent, in the such manner and with respect to the matters as set forth in this Section 4.14.1 with respect to all voting securities of the Company, with respect to which the Seller is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting or, if applicable, any action by written consent of the stockholders of the Company, (the “Irrevocable Proxy”). The Investor acknowledges that any such proxy executed and delivered shall be This Irrevocable Proxy is coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor Seller and shall not be terminated by operation of Law law upon the occurrence of any event. Such proxy This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor, to the extent it Seller which is inconsistent herewith. Such proxy Without limiting the foregoing, the Irrevocable Proxy shall be effective if, at any annual or special meeting of the stockholders of the Company and at any adjournments or postponements of any such meetings, the Seller (a) fails to appear or otherwise fails to cause all voting securities of the Company as to which Seller is entitled to vote to be counted as present for purposes of calculating a quorum, or (b) fails to vote such securities of the Company in accordance with this Section 4.1, in each case at least five (5) Business Days prior to the date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Standstill Term and voting agreement set forth in this Section 4.1. For the avoidance of doubt, this Section 4.1 and the proxies granted pursuant to this Section 4.1 shall not apply to any voting securities of the Company held by an executive officer or director of the Investor for his or her personal account or to any matters to which Investor retains voting rights pursuant to Section 4.3.

Voting of Securities. Subject From and after the date of this Agreement, other than as permitted by Section 4.2 with respect to Section 4.3, from the Second Closing Date until termination or expiration of the Standstill TermExtraordinary Matters, in any vote or action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall, and shall cause its respective Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is they are entitled to vote or execute a written consent consent, in the sole discretion of the Investor, in accordance with the recommendation of a majority the Company’s Board of the BoardDirectors. In furtherance of this Section 4.1, the Investor shall, and shall cause its Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor or Affiliate of the Investor is entitled to vote, in the manner and with respect to the matters set forth in this Section 4.1. The Investor acknowledges acknowledges, and shall cause its Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor or Affiliate of the Investor, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor or Affiliate of the Investor, as applicable, to the extent it is inconsistent herewith. Such proxy shall terminate upon the earlier of the expiration or termination of the Standstill Term and this Section 4.1. For the avoidance of doubt, this Section 4.1 and the proxies granted pursuant to this Section 4.1 shall not apply to any voting securities of the Company held by an executive officer or director of the Investor for his or her personal account or to any matters to which Investor retains voting rights pursuant to Section 4.3.

Voting of Securities. Subject During the Voting Agreement Term, other than as permitted by Section 4.2 hereof with respect to Section 4.3, from the Second Closing Date until termination or expiration of the Standstill TermExtraordinary Matters, in any vote or action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall, and shall cause any Permitted Transferees to, vote or execute a written consent with respect to all voting securities the Purchased Shares, in the sole discretion of the Company as to which it is entitled to vote or execute a written consent Investor, in accordance with the recommendation of a majority the Company’s Board of the BoardDirectors. In furtherance of this Section 4.1, the Investor shall, if hereby irrevocably appoints the Company and when requested any individuals designated by the Company from time (such designated individuals to timebe limited to the President and Chief Executive Officer, the Chief Financial Officer the Chief Operating Officer and the Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and resubstitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) in such manner as set forth in this Section 4.1 (but in any case, excluding any matter that is an Extraordinary Matter described in Section 4.2 hereof) with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor-in-interest of the Investor and shall not be terminated by operation of Law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the Irrevocable Proxy shall be effective only if, at any annual or special meeting of the stockholders of the Company and at any adjournments or postponements of any such meetings, the Investor (i) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (ii) fails to vote such voting securities in accordance with this Section 4.1, in each case at least five (5) Business Days prior to the date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor shall cause any Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached hereto, and irrevocably appoint the Company or its designeesand any individuals designated by the Company, and each of them individually, with full power of substitutionsubstitution and resubstitution, its attorneyas the attorneys, agent agents and proxy proxies to vote (or cause to be voted) or to give consent with respect to, all of the voting securities such Purchased Shares of the Company as to which the Investor such Permitted Transferee is entitled to vote, in the such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 4.14.1 (the “Permitted Transferee Irrevocable Proxy”). The Investor acknowledges acknowledges, and shall cause any Permitted Transferees to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in successor-in-interest of the Investor such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investorsuch Permitted Transferee, to the extent it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Standstill Term Voting Agreement Term. The Investor acknowledges and this Section 4.1. For the avoidance of doubt, this Section 4.1 and the proxies granted pursuant to this Section 4.1 agrees that it shall not apply be a condition to any proposed transfer of voting securities of the Company held by an executive officer or director the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 4.1. In the event the Company’s stockholders are permitted to act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to govern the voting of the Investor for his or her personal account or Investor’s and its Permitted Transferees’ Shares of Then-Outstanding Common Stock as closely as practicable to any matters to which Investor retains voting rights pursuant to Section 4.3the foregoing.

Voting of Securities. Subject to Section 4.35.2, from during the Second Closing Date until termination or expiration of the Standstill Voting Agreement Term, in any vote or action by written consent of the stockholders shareholders of the Company (including, without limitation, with respect to the election of directorssupervisory board members), the Investor undertakes, and shall cause any Permitted Transferees to undertake, subject to applicable Law and Section 9.8, to vote or execute a written consent with respect to all voting securities of the Company as to which it is they are entitled to vote or execute a written consent vote, in accordance with favor of all items on the recommendation agenda for the relevant general meeting of a majority shareholders of the BoardCompany as proposed on behalf of the Company. In furtherance of this Section 4.15.1, the Investor shallhereby irrevocably appoints the Company’s supervisory board, and each supervisory director individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) with respect to all voting securities with respect to which the Investor is or may be entitled to vote, in favor of all items on the agenda of any general meeting of shareholders of the Company held after the date hereof as proposed on behalf of the Company, to the extent, but only to the extent set forth in the first paragraph of this Section 5.1, and subject to Section 5.2 (the “Irrevocable Power of Attorney”). This Irrevocable Power of Attorney is coupled with an interest, shall be irrevocable and binding on any successor in interest of the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Power of Attorney shall operate to revoke and render void any prior proxy or power of attorney as to voting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the Irrevocable Power of Attorney shall be effective only if, at any annual or extraordinary meeting of the shareholders of the Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, the Investor fails to vote such voting securities in accordance with this Section 5.1 at least two (2) Trading Days prior to the date of such shareholders’ meeting. The Irrevocable Power of Attorney shall terminate upon the earlier of (i) the expiration or termination of the Voting Agreement Term and (ii) the date on which such Irrevocable Power of Attorney is utilized in a manner inconsistent with the terms of the first paragraph of this Section 5.1. The Investor shall cause any Permitted Transferee, if and when requested by the Company from time to time, to promptly execute and deliver to the Company an irrevocable proxypower of attorney, substantially in form and substance satisfactory to the form of Exhibit A attached heretoInvestor and the Company, and irrevocably appoint the Company or its designeesCompany’s supervisory board, and each supervisory director individually, with full power of substitutionsubstitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor such Permitted Transferee is entitled to vote, in favor of all items on the manner and with respect agenda of any general meeting of shareholders of the Company as proposed on behalf of the Company to the matters extent, but only to the extent set forth in the first paragraph of this Section 4.15.1 and subject to Section 5.2 (the “Permitted Transferee Irrevocable Power of Attorney”). The Investor acknowledges acknowledges, and shall cause any Permitted Transferees to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy power of attorney shall operate to revoke and render void any prior proxy or power of attorney as to any voting securities of the Company heretofore granted by the Investorsuch Permitted Transferee, to the extent it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Power of Attorney, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Power of Attorney is not so executed and delivered at the closing of such transfer. Such proxy power of attorney shall terminate upon the earlier of (i) the expiration or termination of the Standstill Voting Agreement Term and (ii) the date on which such Irrevocable Power of Attorney is utilized in a manner inconsistent with the terms of the first paragraph of this Section 4.15.1. For the avoidance of doubt, this Section 4.1 The Investor acknowledges and the proxies granted pursuant to this Section 4.1 agrees that it shall not apply be a condition to any proposed transfer of voting securities of the Company held by an executive officer the Investor to any Permitted Transferee that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 5.1. For purposes of clarification, in no event shall the Irrevocable Power of Attorney or director the Permitted Transferee Irrevocable Power of Attorney be deemed to apply to, or entitle the Company, or any member of its supervisory board or management board or any other corporate body or Third Party, to vote the Investor’s Ordinary Shares in connection with any transaction of the type in which the Investor for his or her personal account or and its Permitted Transferees are permitted to any matters to which Investor retains vote their voting rights securities as desired pursuant to Section 4.35.2.

Voting of Securities. Subject During the Voting Agreement Term, other than as permitted by Section 5.2 with respect to Section 4.3, from the Second Closing Date until termination or expiration of the Standstill TermExtraordinary Matters, in any vote or action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall, and shall cause any Permitted Transferees to, vote or execute a written consent with respect to all voting securities the Purchased Shares, in the sole discretion of the Company as to which it is entitled to vote or execute a written consent Investor, in accordance with the written recommendation of a majority the Company’s Board of the BoardDirectors. In furtherance of this Section 4.15.1, the Investor shall, if hereby irrevocably appoints the Company and when requested any individuals designated by the Company from time (such designated individuals to timebe limited to the President and Chief Executive Officer, Chief Financial Officer or Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) in such manner as set forth in this Section 5.1 (but in any case, excluding any matter that is an Extraordinary Matter described in Section 5.2) with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor-in-interest of the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the Irrevocable Proxy shall be effective if, at any annual or special meeting of the stockholders of the Company and at any adjournments or postponements of any such meetings, the Investor (i) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (ii) fails to vote such voting securities in accordance with this Section 5.1, in each case at least two (2) Business Days prior to the date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor shall cause any Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached hereto, and irrevocably appoint the Company or its designeesand any individuals designated by the Company, and each of them individually, with full power of substitutionsubstitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities such Purchased Shares of the Company as to which the Investor such Permitted Transferee is entitled to vote, in the such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 4.15.1 (the “Permitted Transferee Irrevocable Proxy”). The Investor acknowledges acknowledges, and shall cause any Permitted Transferees to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in successor-in-interest of the Investor such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investorsuch Permitted Transferee, to the extent it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to such Permitted Transferee that such ActiveUS 175069572 Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Standstill Term Voting Agreement Term. The Investor acknowledges and this Section 4.1. For the avoidance of doubt, this Section 4.1 and the proxies granted pursuant to this Section 4.1 agrees that it shall not apply be a condition to any proposed transfer of voting securities of the Company held by an executive officer or director the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 5.1. In the event the Company’s stockholders are permitted to act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to govern the voting of the Investor for his or her personal account or Investor’s and its Permitted Transferees’ Shares of Then Outstanding Common Stock as closely as practicable to any matters to which Investor retains voting rights pursuant to Section 4.3the foregoing.

Voting of Securities. Subject During the Voting Agreement Term, other than as permitted by Section 4.2 hereof with respect to Section 4.3, from the Second Closing Date until termination or expiration of the Standstill TermExtraordinary Matters, in any vote or any action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall, and shall cause any Permitted Transferees to, vote or execute a written consent with respect to all voting securities the Purchased Shares, in the sole discretion of the Company as to which it is entitled to vote or execute a written consent Investor, in accordance with the recommendation of a majority the Company’s Board of the BoardDirectors. In furtherance of this Section 4.1, the Investor shall, if hereby irrevocably appoints the Company and when requested any individuals designated by the Company from time (such designated individuals to timebe limited to the President and Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Senior Vice President and General Counsel, and the Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and resubstitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) in such manner as set forth in this Section 4.1 (but in any case, excluding any matter that is an Extraordinary Matter described in Section 4.2 hereof) with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor-in-interest of the Investor and shall not be terminated by operation of Law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the Irrevocable Proxy shall be effective only if, at any annual or special meeting of the stockholders of the Company and at any adjournments or postponements of any such meetings, the Investor (i) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (ii) fails to vote such voting securities in accordance with this Section 4.1, in each case at least five (5) Business Days prior to the date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor shall cause any Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached hereto, and irrevocably appoint the Company or its designeesand any individuals designated by the Company, and each of them individually, with full power of substitutionsubstitution and resubstitution, its attorneyas the attorneys, agent agents and proxy proxies to vote (or cause to be voted) or to give consent with respect to, all of the voting securities such Purchased Shares of the Company as to which the Investor such Permitted Transferee is entitled to vote, in the such manner as each such attorney, agent and proxy or its, his or her substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 4.14.1 (the “Permitted Transferee Irrevocable Proxy”). The Investor acknowledges acknowledges, and shall cause any Permitted Transferees to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in successor-in-interest of the Investor such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investorsuch Permitted Transferee, to the extent it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Standstill Term Voting Agreement Term. The Investor acknowledges and this Section 4.1. For the avoidance of doubt, this Section 4.1 and the proxies granted pursuant to this Section 4.1 agrees that it shall not apply be a condition to any proposed transfer of voting securities of the Company held by an executive officer or director the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 4.1. In the event the Company’s stockholders are permitted to act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to govern the voting of the Investor for his or her personal account or Investor’s and its Permitted Transferees’ Shares of Then-Outstanding Common Stock as closely as practicable to any matters to which Investor retains voting rights pursuant to Section 4.3the foregoing.

Voting of Securities. Subject During the Voting Agreement Term, other than as permitted by Section 4.2 hereof with respect to Section 4.3, from the Second Closing Date until termination or expiration of the Standstill TermExtraordinary Matters, in any vote or action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall, and shall cause any Permitted Transferees to, vote or execute a written consent with respect to all voting securities the Purchased Shares, in the sole discretion of the Company as to which it is entitled to vote or execute a written consent ActiveUS 170815904v.19 Investor, in accordance with the recommendation of a majority the Company’s Board of the BoardDirectors. In furtherance of this Section 4.1, the Investor shall, if hereby irrevocably appoints the Company and when requested any individuals designated by the Company from time (such designated individuals to timebe limited to the President and Chief Executive Officer, the Chief Financial Officer the Chief Operating Officer and the Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and resubstitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) in such manner as set forth in this Section 4.1 (but in any case, excluding any matter that is an Extraordinary Matter described in Section 4.2 hereof) with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor-in-interest of the Investor and shall not be terminated by operation of Law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the Irrevocable Proxy shall be effective only if, at any annual or special meeting of the stockholders of the Company and at any adjournments or postponements of any such meetings, the Investor (i) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (ii) fails to vote such voting securities in accordance with this Section 4.1, in each case at least five (5) Business Days prior to the date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor shall cause any Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached hereto, and irrevocably appoint the Company or its designeesand any individuals designated by the Company, and each of them individually, with full power of substitutionsubstitution and resubstitution, its attorneyas the attorneys, agent agents and proxy proxies to vote (or cause to be voted) or to give consent with respect to, all of the voting securities such Purchased Shares of the Company as to which the Investor such Permitted Transferee is entitled to vote, in the such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 4.14.1 (the “Permitted Transferee Irrevocable Proxy”). The Investor acknowledges acknowledges, and shall cause any Permitted Transferees to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in successor-in-interest of the Investor such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investorsuch Permitted Transferee, to the extent it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Standstill Term Voting Agreement Term. The Investor acknowledges and this Section 4.1. For the avoidance of doubt, this Section 4.1 and the proxies granted pursuant to this Section 4.1 agrees that it shall not apply be a condition to any proposed transfer of voting securities of the Company held by an executive officer or director the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 4.1. ActiveUS 170815904v.19 In the event the Company’s stockholders are permitted to act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to govern the voting of the Investor for his or her personal account or Investor’s and its Permitted Transferees’ Shares of Then-Outstanding Common Stock as closely as practicable to any matters to which Investor retains voting rights pursuant to Section 4.3the foregoing.