Exhibit 10.8
VOTING AGREEMENT
This VOTING AGREEMENT (this
“ Agreement ”) is made as of the 24
th
day of August, 2004, by
Mark A. Sirgo and Andrew L. Finn (the “ Stockholders
”) in favor of BioDelivery Sciences International, Inc. (the
“ Parent ”).
WHEREAS , the Parent has entered into an Agreement and
Plan of Merger and Reorganization (the “Merger
Agreement”), dated August 10, 2004, by and among Parent,
Arius Acquisition Corp., Arius Pharmaceuticals, Inc. (the “
Company ”) and the Stockholders.
WHEREAS , each of the undersigned will receive
substantial direct and indirect benefit by reason of the
consummation of the transactions (the “ Merger
”) provided for in the Merger Agreement;
WHEREAS , each of the Stockholders is the record and
beneficial owner of such number of shares of Series A Preferred
Stock of Parent (the “ Preferred Stock ”) as of
the closing of the Merger as set forth in Exhibit A
hereto;
WHEREAS , pursuant to its terms, the Preferred Stock is
eligible for conversion into shares of shares of Parent common
stock (the “ Common Stock ”) upon the occurrence
of certain events;
WHEREAS , it is a condition precedent to the entering of
the Merger Agreement by the Company and the consummation of the
Merger that each of the Stockholders shall have executed and
delivered to the Company this Agreement.
NOW, THEREFORE
, in consideration of the premises
and the agreements herein, and in order to induce the Company to
enter into the Merger Agreement and to consummate the Merger, the
undersigned, intending to be legally bound, hereby agree with the
Company as follows:
1. Recitals . The recitals to
this Agreement are incorporated herein and made an operative part
of this Agreement.
2. Definitions . Reference is
hereby made to the Merger Agreement, for a statement of the terms
thereof, and each of the undersigned represents and warrants that
it has read and reviewed the Merger Agreement. Unless otherwise
defined herein, all terms used in this Agreement an
