VOTING
AGREEMENT
This VOTING AGREEMENT (this "
Agreement ") dated as of December 22, 2005, is between Acura
Pharmaceuticals, Inc, a New York corporation, having an office at
616 N. North Court, Suite 120, Palatine, IL 60067 (the
“Company”) and GCE Holdings, LLC, a Delaware limited
liability company, having an office at c/o Galen Partners III, LP,
610 5 th Avenue, 5 th Floor, New York, New
York 10019 (the “GCE Holdings”). The Company and GCE
Holdings are referred to individually as a “Party” and
collectively as the “Parties.”
WHEREAS , the Board of Directors of the Company has
approved the Company’s 2005 Restricted Stock Unit Award Plan
providing for the grant of restricted stock unit awards (“RSU
Awards”) to select employees of the Company on such terms as
the Board shall determine; and
WHEREAS , the Board of Directors has approved RSU Awards
to certain Company’s employees which, subject to the terms of
the RSU Awards, provide for the issuance of up to 27,500,000 shares
of the Company’s common stock, $0.01 par value per share (the
“Common Stock”); and
WHEREAS , the Company will amend its 1998 Stock Option
Plan to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section
409A”) and will present the 1998 Stock Option Plan, as
amended to comply with Section 409A, to the Board for approval (as
so amended, the “Amended 1998 Stock Option Plan”);
and
WHEREAS , the Company will present to its shareholders
at the Company’s 2006 Annual Meeting of Shareholders each of
the RSU Plan and the Amended Plan 1998 Stock Option Plan for
shareholder ratification; and
WHEREAS , GCE Holdings desires to commit to vote its
shares of the Company’s Common Stock so as to ratify each of
the RSU Plan and the Amended 1998 Stock Option Plan.
NOW, THEREFORE , in consideration of the foregoing and the
mutual agreements herein contained, the Parties agrees as
follows:
1. Ratification of the RSU Plan and the Amended
1998 Stock Option Plan .
At the Company's next upcoming meeting of shareholders, GCE
Holdings will vote all of its shares of Common Stock in favor of
the ratification of each of the RSU Plan and the Amended 1998 Stock
Option Plan, as each such plan may be amended by the
Company’s Board of Directors prior to the date of such
meeting of shareholders.
2.
Certain Remedies
. Without intending to limit the
remedies available to either of the Parties, each Party agrees that
damages at law will be an insufficient remedy in the event such
Party violates the terms hereof or the powers granted hereunder and
each of the Parties hereto further agrees that each of the other
Parties hereto may apply for and have injunctive or other equitable
relief in any court of competent jurisdiction to restrain the
breach or threatened
