Common use of Voting and Support Agreement Clause in Contracts

Voting and Support Agreement. Each Stockholder hereby irrevocably and unconditionally: a. Agrees that, during the term of this Agreement, it shall exercise, or cause to be exercised, all voting or other determinative rights that such Stockholder has in any trust or other legal entity (i) consistent with the terms of the Stockholder’s obligations under this Agreement and (ii) in such manner as to otherwise carry out the intent and purposes of the Stockholder’s obligations in this Agreement. b. Agrees not to, directly or indirectly, commence or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Wildlife, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement, the Merger Agreement, the Wildlife Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim alleging a breach of any fiduciary duty of the Company’s board of directors in connection with the Mergers and any claim challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement. c. Grants to, and appoints, Wildlife, and any individual designated in writing by Wildlife, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Stockholder, to execute or cause the execution of the Written Consent and any similar consent relating to the matters described in this Agreement, to attend on behalf of such Stockholder any meeting of the stockholders of the Company with respect to any of the matters described in this Agreement, to include the Common Stock (to the extent entitled to be included) in any computation for purposes of establishing a quorum at any such meeting, to vote or cause to be voted the Common Stock (to the extent entitled to vote), and, in furtherance of the foregoing purposes and the intent of this Agreement, to execute and deliver in the name and on behalf of such Stockholder, any and all proxies, consents, instruments, certificates, other documents and agreements, and to take any and all other actions, in each case as Wildlife or its designee may reasonably determine to be necessary or appropriate to give effect to the matters contemplated by this Agreement and to consummate the transactions contemplated by the Merger Agreement or the Wildlife Merger Agreement. d. Understands and acknowledges that Wildlife is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Agreement are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the termination of this Agreement, and is binding on all heirs, successors and assigns of such Stockholder and any future holder or beneficial owner of the Shares (howsoever acquired, whether by transfer or otherwise). Each Stockholder hereby ratifies and confirms that such irrevocable proxy and power of attorney may lawfully do or cause to be done the actions authorized under this Agreement by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Section 212(e) of the DGCL and any similar law. The power of attorney granted hereunder is a durable power of attorney and shall survive the death, bankruptcy or incapacity of such Stockholder. The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request by Wildlife, such Stockholder shall as promptly as practicable execute and deliver to Wildlife a separate written instrument or proxy that embodies the terms of this Section 3(d). e. Agrees that the obligations of the Stockholders set forth in this Section 3 shall apply whether or not the adoption of the Merger Agreement or any action described above is recommended by the Company Board (or any committee thereof).