Common use of Voting Restrictions Clause in Contracts

Voting Restrictions. In the event that the provisions of Section 4(a) are applicable, then the following provisions shall apply to the Purchaser: (i) In the event that any action is submitted to the stockholders of TriPath for their approval, either for consideration at a meeting of the stockholders of TriPath or by written consent, the Purchaser hereby agrees to vote all shares of Common Stock issuable upon exercise of the Warrants (the "Restricted Shares") in the same manner (i.e. in favor of, against and abstentions with respect to) proportionately to all other shares of TriPath that are entitled to vote with respect to such matter. For example, if with respect to a particular matter, the other shares of TriPath Common Stock are voted 55% in favor of such matter, 40% against such matter and 5% abstentions, then the Purchaser shall vote all Restricted Shares in the same proportions. (ii) The Purchaser hereby appoints each of the Directors of TriPath other than the Purchaser Representatives, acting severally, as its proxy, with full power of substitution, in the name, place and stead of the Purchaser to vote all Restricted Shares at any meeting of stockholders of TriPath (and at any adjournment or adjournments thereof) or with respect to any written consent of stockholders for purposes of voting such shares in the manner indicated in Section 10.4(i). The Purchaser agrees that the proxy granted by it in the preceding sentence is coupled with an interest and shall be irrevocable until expiration of this Agreement. (iii) Notwithstanding anything else contained herein, the provisions of this Section 10.4 shall not bind any unaffiliated transferees of the Purchaser of any shares of TriPath capital stock.

Voting Restrictions. (a) In connection with the event Company’s annual meeting of stockholders to be held during the calendar years ending December 31, 2008, 2009 and 2010, the Stockholders shall vote all of their Stockholder Shares (to the extent such Stockholder Shares have voting rights) in favor of the nominees for director designated by the Board, or any committee thereof, not in violation of this Article II. Further, on votes relating to all other matters, except as set forth in Section 2.3(b) below, and at all times that the provisions Stockholder Shares that have voting rights collectively represent more than 35% of Section 4(a) are applicablethe outstanding Company Common Stock (the “Threshold Percentage”), then but in no event for longer than the following provisions shall apply expiration of the Standstill Period (as defined as Article IV), all Stockholder Shares (to the Purchaser: extent such Stockholder Shares have voting rights) in excess of the Threshold Percentage (the “Excess Threshold Shares”) shall either be voted (i) In as recommended by a majority of the event that any action is submitted Board of Directors, or (ii) in proportion to the stockholders of TriPath for their approval, either for consideration at a meeting of the stockholders of TriPath or by written consent, the Purchaser hereby agrees to vote all shares of Common Stock issuable upon exercise of the Warrants (the "Restricted Shares") in the same manner (i.e. in favor of, against and abstentions with respect to) proportionately to all other shares of TriPath that are entitled to vote votes cast with respect to the shares of Company Common Stock not owned by the Stockholders. Each Stockholder shall vote the number of Excess Threshold Shares held by such matterStockholder in the manner set forth in the preceding sentence. For exampleThe number of Excess Threshold Shares held by a Stockholder shall equal the multiple of (i) the total Excess Threshold Shares, if and (ii) the quotient determined by dividing (x) the Stockholder Shares held by such Stockholder, by (y) the total number of Stockholder Shares. (b) Notwithstanding Section 2.3(a), the Stockholders may, in connection with any required vote of the Company’s stockholders, vote all of their Stockholder Shares at their discretion with respect to a particular matter(i) any amendments to the Company’s Certificate of Incorporation or Bylaws, the other shares of TriPath Common Stock are voted 55% in favor of such matter, 40% against such matter and 5% abstentions, then the Purchaser shall vote all Restricted Shares in the same proportions. (ii) The Purchaser hereby appoints each any recapitalization, restructuring or similar transaction or series of transactions involving the Directors of TriPath other than the Purchaser RepresentativesCompany, acting severally, as its proxy, with full power of substitution, in the name, place and stead of the Purchaser to vote all Restricted Shares at any meeting of stockholders of TriPath (and at any adjournment or adjournments thereof) or with respect to any written consent of stockholders for purposes of voting such shares in the manner indicated in Section 10.4(i). The Purchaser agrees that the proxy granted by it in the preceding sentence is coupled with an interest and shall be irrevocable until expiration of this Agreement. (iii) Notwithstanding anything else contained hereinany dissolution or complete or partial liquidation, the provisions of this Section 10.4 shall not bind any unaffiliated transferees or similar arrangement, of the Purchaser Company, (iv) any merger, consolidation or other business combination of the Company, (v) any issuance of any shares of TriPath capital stockCompany Common Stock, or (vi) any sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person, which, in the case of clause (ii), (iv) or (v), results in any one Person or Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in the case of clause (i) either results in any one Person or Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in any way, affects the Stockholders adversely in a substantive manner different from the other holders of Company Common Stock. (c) Each Stockholder hereby agrees that it shall not vote any Stockholder Shares held by such Stockholder in connection with any Conversion Approval Proposal (as defined in the Merger Agreement).

Voting Restrictions. (a) In connection with the event Company’s annual meeting of stockholders to be held during the calendar years ending December 31, 2008, 2009 and 2010, the Stockholders shall vote all of their Stockholder Shares (to the extent such Stockholder Shares have voting rights) in favor of the nominees for director designated by the Board, or any committee thereof, not in violation of this Article II. Further, on votes relating to all other matters, except as set forth in Section 2.3(b) below, and at all times that the provisions Stockholder Shares that have voting rights collectively represent more than 35% of Section 4(a) are applicablethe outstanding Company Common Stock (the “ Threshold Percentage ”), then but in no event for longer than the following provisions shall apply expiration of the Standstill Period (as defined as Article IV), all Stockholder Shares (to the Purchaser: extent such Stockholder Shares have voting rights) in excess of the Threshold Percentage (the “ Excess Threshold Shares ”) shall either be voted (i) In as recommended by a majority of the event that any action is submitted Board of Directors, or (ii) in proportion to the stockholders of TriPath for their approval, either for consideration at a meeting of the stockholders of TriPath or by written consent, the Purchaser hereby agrees to vote all shares of Common Stock issuable upon exercise of the Warrants (the "Restricted Shares") in the same manner (i.e. in favor of, against and abstentions with respect to) proportionately to all other shares of TriPath that are entitled to vote votes cast with respect to the shares of Company Common Stock not owned by the Stockholders. Each Stockholder shall vote the number of Excess Threshold Shares held by such matterStockholder in the manner set forth in the preceding sentence. For exampleThe number of Excess Threshold Shares held by a Stockholder shall equal the multiple of (i) the total Excess Threshold Shares, if and (ii) the quotient determined by dividing (x) the Stockholder Shares held by such Stockholder, by (y) the total number of Stockholder Shares. (b) Notwithstanding Section 2.3(a), the Stockholders may, in connection with any required vote of the Company’s stockholders, vote all of their Stockholder Shares at their discretion with respect to a particular matter(i) any amendments to the Company’s Certificate of Incorporation or Bylaws, the other shares of TriPath Common Stock are voted 55% in favor of such matter, 40% against such matter and 5% abstentions, then the Purchaser shall vote all Restricted Shares in the same proportions. (ii) The Purchaser hereby appoints each any recapitalization, restructuring or similar transaction or series of transactions involving the Directors of TriPath other than the Purchaser RepresentativesCompany, acting severally, as its proxy, with full power of substitution, in the name, place and stead of the Purchaser to vote all Restricted Shares at any meeting of stockholders of TriPath (and at any adjournment or adjournments thereof) or with respect to any written consent of stockholders for purposes of voting such shares in the manner indicated in Section 10.4(i). The Purchaser agrees that the proxy granted by it in the preceding sentence is coupled with an interest and shall be irrevocable until expiration of this Agreement. (iii) Notwithstanding anything else contained hereinany dissolution or complete or partial liquidation, the provisions of this Section 10.4 shall not bind any unaffiliated transferees or similar arrangement, of the Purchaser Company, (iv) any merger, consolidation or other business combination of the Company, (v) any issuance of any shares of TriPath capital stockCompany Common Stock, or (vi) any sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person, which, in the case of clause (ii), (iv) or (v), results in any one Person or Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in the case of clause (i) either results in any one Person or Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in any way, affects the Stockholders adversely in a substantive manner different from the other holders of Company Common Stock. (c) Each Stockholder hereby agrees that it shall not vote any Stockholder Shares held by such Stockholder in connection with any Conversion Approval Proposal (as defined in the Merger Agreement).