Common use of Voting of Securities Clause in Contracts

Voting of Securities. Each Securityholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at any meeting of the securityholders of MitoKor, however called, and in any action by written consent of the securityholders of MitoKor, such Securityholder will vote, or cause to be voted, all of his, her or its respective Securities (i) in favour of adoption of the Merger Agreement, as modified or amended from time to time, the approval of the Merger contemplated by the Merger Agreement and the amendment to the Certificate of Incorporation of MitoKor as contemplated in the Merger Agreement (provided, however, that the Securityholders will not be bound by this Agreement if the Merger Agreement is modified or amended subsequent to the date hereof and such modification or amendment adversely affects the rights of the Securityholders) (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or other obligation of MitoKor under the Merger Agreement and (iii) against any action that would impede, interfere with, delay, postpone or adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. In addition, each Securityholder agrees that it will, upon request by Merger Sub, furnish written confirmation, in form and substance reasonably acceptable to Merger Sub, of such Securityholder’s vote in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to deliver to Merger Sub, upon request, prior to any vote contemplated by the first sentence of this Section 2, a proxy in substantially the form sent to securityholders of MitoKor in connection with the Required Company Stockholder Approval (as such term is defined in the Merger Agreement), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws, and Merger Sub agrees to vote the Securities subject to such Proxy in favour of the approval and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy of the Merger Agreement. Each Securityholder acknowledges and agrees that the foregoing Proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Merger Sub and MBI to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Securities shall be given (and if given shall not be effective); provided, however, that any such proxy shall terminate automatically and without further action on behalf of the Securityholders upon the termination of this Agreement.

Voting of Securities. Each Securityholder covenants and agrees that until During the termination of this Voting Agreement in accordance Term, other than as permitted by Section 4.2 hereof with the terms hereofrespect to Extraordinary Matters, at any meeting of the securityholders of MitoKor, however called, and in any vote or action by written consent of the securityholders stockholders of MitoKorthe 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 the Purchased Shares, in the sole discretion of the Investor, in accordance with the recommendation of the Company’s Board of Directors. In furtherance of this Section 4.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such Securityholder will votedesignated individuals to be 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, all 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 histhe Company held after the date hereof, her whether annual or its respective Securities 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) in favour of adoption fails to appear or otherwise fails to cause its voting securities of the Merger AgreementCompany to be counted as present for purposes of calculating a quorum, as modified or amended from time (ii) fails to timevote such voting securities in accordance with this Section 4.1, the approval of the Merger contemplated by the Merger Agreement and the amendment to the Certificate of Incorporation of MitoKor as contemplated in the Merger Agreement each case at least five (provided, however, that the Securityholders will not be bound by this Agreement if the Merger Agreement is modified or amended subsequent 5) Business Days prior to the date hereof and of such modification or amendment adversely affects stockholders’ meeting. The Irrevocable Proxy shall terminate upon the rights earlier of the Securityholders) (ii) against expiration or termination of the Voting Agreement Term. The Investor shall cause any action or agreement that would result Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in a breach the form of Exhibit A attached hereto, and irrevocably appoint the Company and any covenant, representation or warranty or other obligation of MitoKor under the Merger Agreement and (iii) against any action that would impede, interfere with, delay, postpone or adversely affect the Merger or the transactions contemplated individuals designated by the Merger Agreement Company, and each of them individually, with full power of substitution and resubstitution, as the attorneys, agents and proxies to vote (or this Agreement. In addition, each Securityholder agrees that it will, upon request by Merger Sub, furnish written confirmationcause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in form such manner as each such attorney, agent and substance reasonably acceptable proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to Merger Sub, of such Securityholder’s vote the matters set forth in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to deliver to Merger Sub, upon request, prior to any vote contemplated by the first sentence of this Section 2, a proxy in substantially 4.1 (the form sent to securityholders of MitoKor in connection with the Required Company Stockholder Approval (as such term is defined in the Merger Agreement“Permitted Transferee Irrevocable Proxy”), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws. The Investor acknowledges, and Merger Sub agrees shall cause any Permitted Transferees to vote the Securities subject to acknowledge, that any such Proxy in favour of the approval proxy executed and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy of the Merger Agreement. Each Securityholder acknowledges and agrees that the foregoing Proxy, if and when given, delivered shall be coupled with an interest, shall constitute, among other things, an inducement for Merger Sub and MBI the Company to enter into the Merger this Agreement, shall be irrevocable and binding on any successor-in-interest of such Permitted Transferee and shall not be terminated by operation of law or otherwise Law upon the occurrence of any event event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such 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 no subsequent proxies with respect to such Securities any purported transfer shall be given (void and of no force or effect if given shall such Permitted Transferee Irrevocable Proxy is not be effective); provided, however, that any so executed and delivered at the closing of such transfer. Such proxy shall terminate automatically and without further action on behalf upon the earlier of the Securityholders upon the expiration or termination of the Voting Agreement Term. 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 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 AgreementSection 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’s and its Permitted Transferees’ Shares of Then-Outstanding Common Stock as closely as practicable to the foregoing.

Voting of Securities. Each Securityholder covenants From and agrees that after the Closing and until the termination date on which the Investor and any Permitted Transferees together beneficially own less than ten percent (10%) of this the Shares of Then Outstanding Common Stock (the “Voting Agreement Term”), the Investor shall, and shall cause any Permitted Transferees to, vote or execute a written consent with respect to the Purchased Shares, in the sole discretion of the Investor, in accordance with the terms hereofrecommendation of the Company’s Board of Directors solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company’s Board of Directors; (ii) the approval of the Company’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Company’s equity compensation or share plans for employees, consultants and directors. In furtherance of this Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be 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 with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of the securityholders Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (the “Irrevocable Proxy”); provided that, this Irrevocable Proxy shall only be effective and exercisable if, at any annual or special meeting of MitoKorthe stockholders of the Company and at any adjournments or postponements of any such meetings, however calledthe 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 five (5) Business Days prior to the date of such stockholders’ meeting. 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. The Irrevocable Proxy shall terminate upon 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 B attached hereto, and in irrevocably appoint the Company and any action individuals designated by written consent the Company, and each of the securityholders them individually, with full power of MitoKorsubstitution and resubstitution, such Securityholder will voteas its attorney, agent and proxy to vote (or cause to be voted, all of his, her or its respective Securities (i) in favour of adoption such Purchased Shares of the Merger AgreementCompany as to which such Permitted Transferee is entitled to vote, in such manner as modified each such attorney, agent and proxy or amended from time to timehis substitute shall in its, the approval of the Merger contemplated by the Merger Agreement and the amendment his or her sole discretion deem appropriate or desirable with respect to the Certificate of Incorporation of MitoKor as contemplated matters set forth in this Section 5.1 (the Merger Agreement (provided“Permitted Transferee Irrevocable Proxy”). The Investor acknowledges, howeverand shall cause any Permitted Transferees to acknowledge, that the Securityholders will not be bound by this Agreement if the Merger Agreement is modified or amended subsequent to the date hereof any such proxy executed and such modification or amendment adversely affects the rights of the Securityholders) (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or other obligation of MitoKor under the Merger Agreement and (iii) against any action that would impede, interfere with, delay, postpone or adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. In addition, each Securityholder agrees that it will, upon request by Merger Sub, furnish written confirmation, in form and substance reasonably acceptable to Merger Sub, of such Securityholder’s vote in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to deliver to Merger Sub, upon request, prior to any vote contemplated by the first sentence of this Section 2, a proxy in substantially the form sent to securityholders of MitoKor in connection with the Required Company Stockholder Approval (as such term is defined in the Merger Agreement), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws, and Merger Sub agrees to vote the Securities subject to such Proxy in favour of the approval and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy of the Merger Agreement. Each Securityholder acknowledges and agrees that the foregoing Proxy, if and when given, delivered shall be coupled with an interest, shall constitute, among other things, an inducement for Merger Sub and MBI the Company to enter into the Merger this Agreement, shall be irrevocable and binding on any successor-in-interest of such Permitted Transferee and shall not be terminated by operation of law or otherwise Law upon the occurrence of any event event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such 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 no subsequent proxies with respect to such Securities any purported transfer shall be given (void and of no force or effect if given shall such Permitted Transferee Irrevocable Proxy is not be effective); provided, however, that any so executed and delivered at the closing of such transfer. Such proxy shall terminate automatically and without further action on behalf upon the earlier of the Securityholders upon the expiration or termination of the Voting Agreement Term. 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 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 AgreementSection 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’s and its Permitted Transferees’ Purchased Shares as closely as practicable to the foregoing.

Voting of Securities. Each Securityholder covenants and agrees that until During the termination of this Voting Agreement in accordance Term, other than as permitted by Section 5.2 with the terms hereofrespect to Extraordinary Matters, at any meeting of the securityholders of MitoKor, however called, and in any vote or action by written consent of the securityholders stockholders of MitoKorthe 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 the Purchased Shares, in the sole discretion of the Investor, either (a) in accordance with the recommendation of the Company's Board of Directors or (b) in the case of a meeting of stockholders, if the Investor or a Permitted Transferee has delivered written notice to the Company at any time prior to the vote on any given matter (but in any event not less than five (5) Business Days prior to such vote), setting forth its intent to vote pursuant to this clause (b), in the same proportion as the votes cast by all other holders of all classes of voting securities of the Company (as estimated by the inspector of election immediately prior to the closing of the polls with respect to the vote on any given matter, subject to adjustment for the inspector of election's final tabulation of votes cast). In the event that the Investor or a Permitted Transferee does not deliver timely written notice to the Company as provided in Section 5.1(b), such Securityholder will votePerson shall be deemed to have elected to vote the Purchased Shares of the Company as to which it is entitled to vote as provided in clause (a) above. In furtherance of this Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be limited to the Chairman, Chief Executive Officer, General Counsel 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, all of his, her or its respective Securities (i) in favour of adoption accordance with any written instruction from the Investor, properly delivered under this Section 5.1, to vote as contemplated by clause (b) above, and (ii) 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 Merger AgreementCompany 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 modified or amended from time to timevoting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the approval Irrevocable Proxy shall be effective if, at any annual or special meeting of the Merger contemplated by stockholders of the Merger Agreement Company and at any adjournments or postponements of any such meetings, the amendment Investor (A) fails to appear or otherwise fails to cause its voting securities of the Certificate Company to be counted as present for purposes of Incorporation of MitoKor as contemplated calculating a quorum, or (B) fails to vote such voting securities in the Merger Agreement accordance with this Section 5.1, in each case at least two (provided, however, that the Securityholders will not be bound by this Agreement if the Merger Agreement is modified or amended subsequent 2) Business Days prior to the date hereof and of such modification or amendment adversely affects stockholders' meeting. The Irrevocable Proxy shall terminate upon the rights earlier of the Securityholders) (ii) against expiration or termination of the Voting Agreement Term. The Investor shall cause any action or agreement that would result Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in a breach the form of Exhibit A attached hereto, and irrevocably appoint the Company and any covenant, representation or warranty or other obligation of MitoKor under the Merger Agreement and (iii) against any action that would impede, interfere with, delay, postpone or adversely affect the Merger or the transactions contemplated individuals designated by the Merger Agreement Company, and each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or this Agreement. In addition, each Securityholder agrees that it will, upon request by Merger Sub, furnish written confirmationcause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in form such manner as each such attorney, agent and substance reasonably acceptable proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to Merger Sub, of such Securityholder’s vote the matters set forth in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to deliver to Merger Sub, upon request, prior to any vote contemplated by the first sentence of this Section 2, a proxy in substantially 5.1 (the form sent to securityholders of MitoKor in connection with the Required Company Stockholder Approval (as such term is defined in the Merger Agreement"Permitted Transferee Irrevocable Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws. The Investor acknowledges, and Merger Sub agrees shall cause any Permitted Transferees to vote the Securities subject to acknowledge, that any such Proxy in favour of the approval proxy executed and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy of the Merger Agreement. Each Securityholder acknowledges and agrees that the foregoing Proxy, if and when given, delivered shall be coupled with an interest, shall constitute, among other things, an inducement for Merger Sub and MBI the Company to enter into the Merger this Agreement, shall be irrevocable and binding on any successor in interest of such Permitted Transferee and shall not be terminated by operation of law or otherwise Law upon the occurrence of any event event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such 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 no subsequent proxies with respect to such Securities any purported transfer shall be given (void and of no force or effect if given shall such Permitted Transferee Irrevocable Proxy is not be effective); provided, however, that any so executed and delivered at the closing of such transfer. Such proxy shall terminate automatically and without further action on behalf upon the earlier of the Securityholders upon the expiration or termination of the Voting Agreement Term. 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 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 AgreementSection 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's and its Permitted Transferees' Shares of Then Outstanding Common Stock as closely as practicable to the foregoing.

Voting of Securities. Each Securityholder covenants and agrees that until During the termination of this Voting Agreement in accordance Term, other than as permitted by Section 5.2 with the terms hereofrespect to Extraordinary Matters, at any meeting of the securityholders of MitoKor, however called, and in any vote or action by written consent of the securityholders stockholders of MitoKorthe 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 the Purchased Shares, in the sole discretion of the Investor, either (a) in accordance with the recommendation of the Company’s Board of Directors or (b) in the case of a meeting of stockholders, if the Investor or a Permitted Transferee has delivered written notice to the Company at any time prior to the vote on any given matter (but in any event not less than five (5) Business Days prior to such vote), setting forth its intent to vote pursuant to this clause (b), in the same proportion as the votes cast by all other holders of all classes of voting securities of the Company (as estimated by the inspector of election immediately prior to the closing of the polls with respect to the vote on any given matter, subject to adjustment for the inspector of election’s final tabulation of votes cast). In the event that the Investor or a Permitted Transferee does not deliver timely written notice to the Company as provided in Section 5.1(b), such Securityholder will votePerson shall be deemed to have elected to vote the Purchased Shares of the Company as to which it is entitled to vote as provided in clause (a) above. In furtherance of this Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be limited to the Chairman, Chief Executive Officer, General Counsel 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, all of his, her or its respective Securities (i) in favour of adoption accordance with any written instruction from the Investor, properly delivered under this Section 5.1, to vote as contemplated by clause (b) above, and (ii) 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 Merger AgreementCompany 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 modified or amended from time to timevoting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the approval Irrevocable Proxy shall be effective if, at any annual or special meeting of the Merger contemplated by stockholders of the Merger Agreement Company and at any adjournments or postponements of any such meetings, the amendment Investor (A) fails to appear or otherwise fails to cause its voting securities of the Certificate Company to be counted as present for purposes of Incorporation of MitoKor as contemplated calculating a quorum, or (B) fails to vote such voting securities in the Merger Agreement accordance with this Section 5.1, in each case at least two (provided, however, that the Securityholders will not be bound by this Agreement if the Merger Agreement is modified or amended subsequent 2) Business Days prior to the date hereof and of such modification or amendment adversely affects stockholders’ meeting. The Irrevocable Proxy shall terminate upon the rights earlier of the Securityholders) (ii) against expiration or termination of the Voting Agreement Term. The Investor shall cause any action or agreement that would result Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in a breach the form of Exhibit A attached hereto, and irrevocably appoint the Company and any covenant, representation or warranty or other obligation of MitoKor under the Merger Agreement and (iii) against any action that would impede, interfere with, delay, postpone or adversely affect the Merger or the transactions contemplated individuals designated by the Merger Agreement Company, and each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or this Agreement. In addition, each Securityholder agrees that it will, upon request by Merger Sub, furnish written confirmationcause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in form such manner as each such attorney, agent and substance reasonably acceptable proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to Merger Sub, of such Securityholder’s vote the matters set forth in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to deliver to Merger Sub, upon request, prior to any vote contemplated by the first sentence of this Section 2, a proxy in substantially 5.1 (the form sent to securityholders of MitoKor in connection with the Required Company Stockholder Approval (as such term is defined in the Merger Agreement“Permitted Transferee Irrevocable Proxy”), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws. The Investor acknowledges, and Merger Sub agrees shall cause any Permitted Transferees to vote the Securities subject to acknowledge, that any such Proxy in favour of the approval proxy executed and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy of the Merger Agreement. Each Securityholder acknowledges and agrees that the foregoing Proxy, if and when given, delivered shall be coupled with an interest, shall constitute, among other things, an inducement for Merger Sub and MBI the Company to enter into the Merger this Agreement, shall be irrevocable and binding on any successor in interest of such Permitted Transferee and shall not be terminated by operation of law or otherwise Law upon the occurrence of any event event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such 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 no subsequent proxies with respect to such Securities any purported transfer shall be given (void and of no force or effect if given shall such Permitted Transferee Irrevocable Proxy is not be effective); provided, however, that any so executed and delivered at the closing of such transfer. Such proxy shall terminate automatically and without further action on behalf upon the earlier of the Securityholders upon the expiration or termination of the Voting Agreement Term. 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 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 AgreementSection 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’s and its Permitted Transferees’ Shares of Then Outstanding Common Stock as closely as practicable to the foregoing.

Voting of Securities. Each Securityholder covenants and agrees that until During the termination of this Voting Agreement in accordance Term, other than as permitted by Section 5.2 with the terms hereofrespect to Extraordinary Matters, at any meeting of the securityholders of MitoKor, however called, and in any vote or action by written consent of the securityholders stockholders of MitoKorthe 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 the Purchased Shares, in the sole discretion of the Investor, either (a) in accordance with the recommendation of the Company’s Board of Directors or (b) in the case of a meeting of stockholders, if the Investor or a Permitted Transferee has delivered written notice to the Company at any time prior to the vote on any given matter (but in any event not less than five (5) Business Days prior to such vote), setting forth its intent to vote pursuant to this clause (b), in the same proportion as the votes cast by all other holders of all classes of voting securities of the Company (as estimated by the inspector of election immediately prior to the closing of the polls with respect to the vote on any given matter, subject to adjustment for the inspector of election’s final tabulation of votes cast). In the event that the Investor or a Permitted Transferee does not deliver timely written notice to the Company as provided in Section 5.1(b), such Securityholder will votePerson shall be deemed to have elected to vote the Purchased Shares of the Company as to which it is entitled to vote as provided in clause (a) above. In furtherance of this Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be limited to the Chairman, 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, all of his, her or its respective Securities (i) in favour of adoption accordance with any written instruction from the Investor, properly delivered under this Section 5.1, to vote as contemplated by clause (b) above, and (ii) 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 Merger AgreementCompany 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 modified or amended from time to timevoting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the approval Irrevocable Proxy shall be effective if, at any annual or special meeting of the Merger contemplated by stockholders of the Merger Agreement Company and at any adjournments or postponements of any such meetings, the amendment Investor (A) fails to appear or otherwise fails to cause its voting securities of the Certificate Company to be counted as present for purposes of Incorporation of MitoKor as contemplated calculating a quorum, or (B) fails to vote such voting securities in the Merger Agreement accordance with this Section 5.1, in each case at least two (provided, however, that the Securityholders will not be bound by this Agreement if the Merger Agreement is modified or amended subsequent 2) Business Days prior to the date hereof and of such modification or amendment adversely affects stockholders’ meeting. The Irrevocable Proxy shall terminate upon the rights earlier of the Securityholders) (ii) against expiration or termination of the Voting Agreement Term. The Investor shall cause any action or agreement that would result Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in a breach the form of Exhibit A attached hereto, and irrevocably appoint the Company and any covenant, representation or warranty or other obligation of MitoKor under the Merger Agreement and (iii) against any action that would impede, interfere with, delay, postpone or adversely affect the Merger or the transactions contemplated individuals designated by the Merger Agreement Company, and each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or this Agreement. In addition, each Securityholder agrees that it will, upon request by Merger Sub, furnish written confirmationcause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in form such manner as each such attorney, agent and substance reasonably acceptable proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to Merger Sub, of such Securityholder’s vote the matters set forth in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to deliver to Merger Sub, upon request, prior to any vote contemplated by the first sentence of this Section 2, a proxy in substantially 5.1 (the form sent to securityholders of MitoKor in connection with the Required Company Stockholder Approval (as such term is defined in the Merger Agreement“Permitted Transferee Irrevocable Proxy”), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws. The Investor acknowledges, and Merger Sub agrees shall cause any Permitted Transferees to vote the Securities subject to acknowledge, that any such Proxy in favour of the approval proxy executed and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy of the Merger Agreement. Each Securityholder acknowledges and agrees that the foregoing Proxy, if and when given, delivered shall be coupled with an interest, shall constitute, among other things, an inducement for Merger Sub and MBI the Company to enter into the Merger this Agreement, shall be irrevocable and binding on any successor in interest of such Permitted Transferee and shall not be terminated by operation of law or otherwise Law upon the occurrence of any event event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such 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 no subsequent proxies with respect to such Securities any purported transfer shall be given (void and of no force or effect if given shall such Permitted Transferee Irrevocable Proxy is not be effective); provided, however, that any so executed and delivered at the closing of such transfer. Such proxy shall terminate automatically and without further action on behalf upon the earlier of the Securityholders upon the expiration or termination of the Voting Agreement Term. 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 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 AgreementSection 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’s and its Permitted Transferees’ Shares of Then Outstanding Common Stock as closely as practicable to the foregoing.

Voting of Securities. Each Securityholder (a) The Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at any meeting of the securityholders stockholders of MitoKorthe Company, however called, including, without limitation, the Company Stockholders' Meeting, and in any action by written consent of the securityholders stockholders of MitoKorthe Company, such Securityholder the Stockholder will vote, or cause to be voted, all of his, her or /her/its respective Securities (to the extent that such Securities carry voting rights) (i) in favour favor of the adoption of the Merger Agreement, as modified or amended from time to time, Agreement and the approval of the Merger contemplated by the Merger Agreement and (including, without limitation, in favor of the amendment to the Certificate of Incorporation of MitoKor Company Stockholders' Proposal), as contemplated in the Merger Agreement may be modified or amended from time to time (provided, however, except to the extent that the Securityholders will not be bound by this Agreement if any amendments or modification to the Merger Agreement is modified amends or amended subsequent to modifies the date hereof and such modification or amendment Exchange Ratios in Section 2.06(c) in a manner that adversely affects the rights of the Securityholders) such Stockholder), (ii) against any action or agreement that would result Takeover Proposal, and (iii) in a breach favor of any covenant, representation amendment to the Company's Certificate of Incorporation or warranty or other obligation of MitoKor under the Company By-Laws in order to carry out the terms provided in the Merger Agreement and to consummate the Merger, including any amendment to Article IV.A.4 (iiientitled "Liquidation") against any action that would impedeof the Company's Certificate of Incorporation, interfere with, delay, postpone or adversely affect to give effect to the Exchange Ratios set forth in the Merger Agreement. (b) The Stockholder agrees not to deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the transactions contemplated Securities or grant any proxy or power of attorney with respect thereto. (c) The Stockholder hereby irrevocably grants to, and appoints, Paul Wensel and Pascal Durand-Barthez, and any individual designated xx xxxxxxx by it, xxx xxxx xx xxxx xxdividually, as its proxy and attorney-in-fact upon execution of the Irrevocable Proxy attached hereto as Exhibit A. The Stockholder understands and acknowledges that Alcatel is entering into the Merger Agreement or in reliance upon the Stockholder's execution and delivery of this Agreement. In addition, each Securityholder agrees The Stockholder hereby affirms that it will, upon request by Merger Sub, furnish written confirmation, in form and substance reasonably acceptable to Merger Sub, of such Securityholder’s vote in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to deliver to Merger Sub, upon request, prior to any vote contemplated by the first sentence of this Section 2, a proxy in substantially the form sent to securityholders of MitoKor Irrevocable Proxy is given in connection with the Required Company Stockholder Approval (as such term is defined in the Merger Agreement), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws, and Merger Sub agrees to vote the Securities subject to such Proxy in favour of the approval and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy execution of the Merger Agreement, and that such Irrevocable Proxy is given to secure the performance of the duties of the Stockholder under this Agreement. Each Securityholder acknowledges and agrees Except as otherwise provided for herein, the Stockholder hereby (i) affirms that the foregoing Proxy, if and when given, shall be Irrevocable Proxy is coupled with an interestinterest and may under no circumstances be revoked, shall constitute, among other things, an inducement for Merger Sub (ii) ratifies and MBI confirms all that the proxies appointed in the Irrevocable Proxy may lawfully do or cause to enter into the Merger Agreement, shall be done by virtue hereof and (iii) affirms that such Irrevocable Proxy is executed and intended to be irrevocable and shall not be terminated by operation in accordance with the provisions of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Securities shall be given (and if given shall not be effective); provided, however, that any such proxy shall terminate automatically and without further action on behalf Section 212(e) of the Securityholders upon the termination of this AgreementDelaware Law.

Voting of Securities. Each Securityholder covenants and agrees that until During the termination of this Voting Agreement Term, other than as permitted by Section 4.2 hereof with respect to Extraordinary Matters, in accordance with the terms hereof, at any meeting of the securityholders of MitoKor, however called, and in vote or any action by written consent of the securityholders stockholders of MitoKorthe 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 the Purchased Shares, in the sole discretion of the Investor, in accordance with the recommendation of the Company’s Board of Directors. In furtherance of this Section 4.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such Securityholder will votedesignated individuals to be 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, all 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 histhe Company held after - 9 - ACTIVEUS 197306930v.16 the date hereof, her whether annual or its respective Securities 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) in favour of adoption fails to appear or otherwise fails to cause its voting securities of the Merger AgreementCompany to be counted as present for purposes of calculating a quorum, as modified or amended from time (ii) fails to timevote such voting securities in accordance with this Section 4.1, the approval of the Merger contemplated by the Merger Agreement and the amendment to the Certificate of Incorporation of MitoKor as contemplated in the Merger Agreement each case at least five (provided, however, that the Securityholders will not be bound by this Agreement if the Merger Agreement is modified or amended subsequent 5) Business Days prior to the date hereof and of such modification or amendment adversely affects stockholders’ meeting. The Irrevocable Proxy shall terminate upon the rights earlier of the Securityholders) (ii) against expiration or termination of the Voting Agreement Term. The Investor shall cause any action or agreement that would result Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in a breach the form of Exhibit A attached hereto, and irrevocably appoint the Company and any covenant, representation or warranty or other obligation of MitoKor under the Merger Agreement and (iii) against any action that would impede, interfere with, delay, postpone or adversely affect the Merger or the transactions contemplated individuals designated by the Merger Agreement Company, and each of them individually, with full power of substitution and resubstitution, as the attorneys, agents and proxies to vote (or this Agreement. In addition, each Securityholder agrees that it will, upon request by Merger Sub, furnish written confirmationcause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in form such manner as each such attorney, agent and substance reasonably acceptable proxy or its, his or her substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to Merger Sub, of such Securityholder’s vote the matters set forth in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to deliver to Merger Sub, upon request, prior to any vote contemplated by the first sentence of this Section 2, a proxy in substantially 4.1 (the form sent to securityholders of MitoKor in connection with the Required Company Stockholder Approval (as such term is defined in the Merger Agreement“Permitted Transferee Irrevocable Proxy”), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws. The Investor acknowledges, and Merger Sub agrees shall cause any Permitted Transferees to vote the Securities subject to acknowledge, that any such Proxy in favour of the approval proxy executed and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy of the Merger Agreement. Each Securityholder acknowledges and agrees that the foregoing Proxy, if and when given, delivered shall be coupled with an interest, shall constitute, among other things, an inducement for Merger Sub and MBI the Company to enter into the Merger this Agreement, shall be irrevocable and binding on any successor-in-interest of such Permitted Transferee and shall not be terminated by operation of law or otherwise Law upon the occurrence of any event event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such 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 no subsequent proxies with respect to such Securities any purported transfer shall be given (void and of no force or effect if given shall such Permitted Transferee Irrevocable Proxy is not be effective); provided, however, that any so executed and delivered at the closing of such transfer. Such proxy shall terminate automatically and without further action on behalf upon the earlier of the Securityholders upon the expiration or termination of the Voting Agreement Term. 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 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 AgreementSection 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’s and its Permitted Transferees’ Shares of Then-Outstanding Common Stock as closely as practicable to the foregoing.