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EXECUTION VERSION
VOTING AGREEMENT
This
VOTING AGREEMENT, dated as of December 13, 2006 (the
"Agreement"), is entered into by and between Alpharma Inc., a
Delaware corporation (the "Purchaser") and the shareholders of A.L.
Industrier A.S., a public limited liability company organized under
the laws of Norway ("A.L. Industrier"), whose signatures appear on
the signature page to this Agreement and who jointly own
approximately 46% of the outstanding voting shares of A.L.
Industrier (the "Principal Shareholders").
W I T N E S S E T H:
WHEREAS,
the Purchaser, A.L. Industrier and AS Wangs Fabrik, a private
limited liability company formed under the laws of Norway and
wholly owned subsidiary of A.L. Industrier ("Wangs Fabrik"),
propose to enter into a Stock Purchase Agreement dated as of the
date hereof (as the same may be amended from time to time, the
"Stock Purchase Agreement"; capitalized terms used but not defined
in this Agreement shall have the meanings ascribed to them in the
Stock Purchase Agreement), which provides, upon the terms and
subject to the conditions thereof, for the purchase by the
Purchaser or the Purchaser’s Subsidiary designees of
11,872,897 shares of the Class B Common Stock, par value $0.20
per share, of the Purchaser (the "Class B Common Stock") from
Wangs Fabrik (the "Transaction"); and
WHEREAS,
the Transaction is a sale of substantially all of the assets of
A.L. Industrier, so the Requisite Shareholder Approval is required
to consummate the Transaction; and
WHEREAS,
as of the date hereof, each Principal Shareholder owns beneficially
or of record or has the power to vote, or direct the vote of, the
number of A shares, par value NOK 1 per share, of A.L. Industrier,
and B shares, par value NOK 1 per share, of A.L. Industrier
(collectively with the A shares, the "A.L. Industrier Stock") as
set forth opposite such Principal Shareholder’s name on
Exhibit A hereto (all such A.L. Industrier Stock and
any shares of A.L. Industrier Stock of which ownership of record or
beneficially or the power to vote is hereafter acquired by such
Principal Shareholder prior to the termination of this Agreement
being referred to herein as the "Principal Shareholder’s
Shares"); and
WHEREAS,
as a condition to the willingness of the Purchaser to enter into
the Stock Purchase Agreement, the Purchaser has requested that the
Principal Shareholders enter into this Agreement, and, in order to
induce the Purchaser to enter into the Stock Purchase Agreement,
the Principal Shareholders have agreed to enter into this Agreement
solely in each Principal Shareholder’s capacity as a
shareholder of A.L. Industrier; and
WHEREAS,
this Agreement shall be of no force and effect until and unless the
Stock Purchase Agreement is executed and delivered by the parties
thereto.
NOW,
THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein and in the Stock Purchase
Agreement and for other
good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
TRANSFER AND VOTING OF SHARES
SECTION
1.01 Transfer of Shares . Each Principal Shareholder shall
not, directly or indirectly, until the earlier of the termination
of this Agreement or the receipt of the Requisite Shareholder
Approval (a) sell, pledge, encumber, assign, transfer, grant
an option with respect to or otherwise dispose of any or all of
such Principal Shareholder’s Shares or any interest in such
Principal Shareholder’s Shares, (b) deposit any of such
Principal Shareholder’s Shares or any interest in such
Principal Shareholder’s Shares into a voting trust or enter
into a voting agreement or arrangement with respect to any of such
Principal Shareholder’s Shares or grant any proxy or power of
attorney with respect thereto (other than as contemplated herein),
or (c) enter into any contract, commitment, option or other
arrangement or undertaking with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer,
option with respect to, or other disposition of any of such
Principal Shareholder’s Shares. Notwithstanding the
provisions in the previous sentence, prior to the Closing Date,
each Principal Shareholder may transfer, sell, exchange, pledge or
otherwise dispose of or encumber such Principal Shareholder’s
Shares to any Affiliate of such Principal Shareholder, provided
that each such transferee or assignee, prior to the completion of
the transfer, sale, exchange, pledge or encumbrance, shall have
executed documents assuming all of the obligations of the Principal
Shareholder under this Agreement with respect to the transferred
securities. Furthermore, each Principal Shareholder undertakes to
act in good faith in order to effectuate and seek to consummate the
transactions contemplated by the Stock Purchase Agreement and this
Agreement.
SECTION
1.02 Vote in Favor of the Transaction . Each Principal
Shareholder, solely in such Principal Shareholder’s capacity
as a shareholder of A.L. Industrier, agrees to vote (or cause to be
voted) all of such Principal Shareholder’s Shares at any
meeting of the shareholders of A.L. Industrier or any adjournment
thereof, and in any action by written consent of the shareholders
of A.L. Industrier (whether held directly or beneficially and
whether now owned or hereafter acquired) (i) in favor of the
adoption of the Stock Purchase Agreement and approval of the
Transaction, and in favor of the other transactions contemplated by
the Stock Purchase Agreement, (ii) in favor of an amendment to
the Bylaws of A.L. Industrier as set forth in Exhibit E
to the Stock Purchase Agreement, and (iii) in favor of any
other matter directly relating to the consummation of the
transactions contemplated by the Stock Purchase Agreement. If a
Principal Shareholder is the beneficial owner, but not the record
holder, of such Principal Shareholder’s Shares, such
Principal Shareholder agrees to take all commercially reasonable
actions necessary to cause the record holder and any nominees to
vote all of such Principal Shareholder’s Shares in accordance
with the foregoing provisions.
SECTION
1.03 Alternate Transaction . Each Principal Shareholder
agrees it will not engage in any discussions and/or negotiations
(or otherwise enter into any agreement) with any persons directly
or indirectly relating to the sale or other disposition of all or a
portion of the Shares, or the voting thereof (an "Alternate
Transaction"). Each Principal Shareholder agrees on
2
behalf of itself and its officers, directors, employers,
representatives, agents, and financial advisors it will not
otherwise solicit, initiate or encourage inquiries or proposals or
offers from or provide information to any person regarding, or that
could reasonably be expected to result in, a proposal for an
Alternate Transaction. Each Principal Shareholder agrees it will
vote its Shares against any Alternate Transaction.
SECTION
1.04 Effectiveness of Agreement; Termination . The
respective rights and obligations of the parties hereto under this
Agreement are subject to the execution and delivery of the Stock
Purchase Agreement by each of the parties thereto and therefore
this Agreement will be of no force and effect until the Stock
Purchase Agreement is executed and delivered by such parties. This
Agreement and the obligations of each Principal Shareholder
pursuant to this Agreement shall terminate upon the earliest of
(a) six months from the date hereof, (b) the Closing
Date, (c) the date of any material amendment of the Stock
Purchase Agreement without the prior written consent of such
Principal Shareholder, (d) the date of any termination of the
Stock Purchase Agreement pursuant to Sections 8.1(a) or 8.1(c)
of the Stock Purchase Agreement, or (e) the date of any
termination of the Stock Purchase Agreement by Parent pursuant to
Section 8.1(d) of the Stock Purchase Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF PRINCIPAL SHAREHOLDERS
The Principal Shareholders
severally, and not jointly, hereby represent and warrant to the
Purchaser as follows:
SECTION
2.01 Authorization; Binding Agreement . Each Principal
Shareholder has all legal right, power, authority and capacity to
execute and deliver this Agreement, to perform his, her or its
obligations hereunder, and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly
executed and delivered by each Principal Shareholder and, assuming
its due authorization, execution and delivery by or on behalf of
the Purchaser, constitutes the legal, valid and binding obligations
of each Principal Shareholder, enforceable against such Principal
Shareholder in accordance with its terms, subject to the effect of
any applicable bankruptcy, insolvency, moratorium or similar law
affecting creditors’ rights generally.
SECTION
2.02 No Conflict; Required Filings and Consents .
(a) The
execution and delivery of this Agreement by each Principal
Shareholder do not, and the performance of this Agreement by each
Principal Shareholder will not, (i) conflict with or violate
any material statute, law, rule, regulation, order, judgment or
decree applicable to such Principal Shareholder or by which such
Principal Shareholder or any of such Principal Shareholder’s
material properties or assets is bound or affected,
(ii) conflict with or violate the organizational documents of
such Principal Shareholder who is not an individual person, or
(iii) result in or constitute (with or without notice or lapse
of time or both) any breach of or default under, or give to another
party any right of termination, a
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