SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Horizon Pharma, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

44047T109

(CUSIP Number)

Virinder Nohria

Director

Vidara Therapeutics International Limited

H.P. House

21 Laffan Street

Hamilton HM09 Bermuda

(441) 295-1393

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Reb D. Wheeler, Esq.

Mayer Brown LLP

1675 Broadway

New York, New York 10019

(212) 506-2414

March 18, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act (however, see the Notes).

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CUSIP No. 44047T109

1.	Name of Reporting Person Vidara Therapeutics International Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only:
4.	Source of Funds (See Instructions): OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ¨
6.	Citizenship or Place of Organization: Ireland
Number of Shares Beneficially by Owned by Each Reporting Person With		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 12,051,301 (1)
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 12,051,301 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  x(1) (See Instructions)
13.	Percent of Class Represented by Amount in Row (11): 17.6% (2)
14.	Type of Reporting Person (See Instructions): OO

(1) Beneficial ownership of the shares of common stock, par value $0.0001 per share (the “Common Stock”) of Horizon Pharma, Inc., a Delaware Corporation (the “Issuer”) is being reported hereunder because the Reporting Person may be deemed to have beneficial ownership of such Common Stock by virtue of the Voting Agreements (as defined herein) described in Item 4 below. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of such shares for purposes of Section 13(d) of the Securities Exchange Act or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.

The shares of Common Stock over which the Reporting Person may be deemed to have shared voting power are comprised of 12,051,301 outstanding shares of Common Stock held by the Supporting Stockholders (as defined in Item 4 below), all of which are currently among the securities subject to the Voting Agreements. Such shares do not include 4,542,071 shares of Common Stock that may be issued to the Supporting Stockholders upon exercise of options or warrants held by the Supporting Stockholders. If any Supporting Stockholder exercises any such option or warrant, the shares of Common Stock issued upon such exercise will become subject to the respective Voting Agreement, and as a result the Reporting Person may be deemed to have shared voting power in respect of such shares.

(2) The percentages used herein are calculated based on an aggregate total of 68,563,819 shares of Common Stock issued and outstanding as of March 18, 2014, as represented by the Issuer in the Merger Agreement (as defined below).

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SCHEDULE 13D

Item 1. Security and Issuer

This Schedule 13D relates to shares of common stock, $0.0001 par value per share (the “Common Stock”), issued by Horizon Pharma, Inc., a Delaware corporation (the “Issuer”). The Issuer has its principal executive offices at 520 Lake Cook Road, Suite 520, Deerfield, IL 60015.

Item 2. Identity and Background

(a)-(c): This Schedule 13D is being filed by Vidara Therapeutics International Limited, a private limited company incorporated in Ireland (“Vidara” or the “Reporting Person”), which has its principal office at H.P. House, 21 Laffan Street, Hamilton, HM09, Bermuda. Vidara is a privately held pharmaceutical company whose principal business is developing and marketing pharmaceutical products in specialty therapeutic areas.

The name and principal occupation or employment of the directors and executive officers of the Reporting Person as of the date hereof are as set forth below. The business address of each of the below individuals is H.P. House, 21 Laffan Street, Hamilton HM09, Bermuda.

Name	Principal Occupation or Employment
Directors
Balaji Venkataraman	Director and Chairman of the Board of Directors of Vidara
Virinder Nohria	President and Chief Medical Officer of Vidara Therapeutics, Inc., an affiliate of Vidara
Samira Saya	Legal Advisor and Consultant for Zobec Services Limited

Vidara does not have any executive officers. The affairs of Vidara are managed by its board of directors.

Vidara is a wholly owned subsidiary of Vidara Therapeutics Holdings LLC (“Holdings”), a Delaware limited liability company. Holdings principal business is the ownership of Vidara stock, and Holdings does not engage in any business not related to its ownership of Vidara. The principal office of Holdings is located at 1000 Holcomb Woods Parkway, Suite 270, Roswell, Georgia 30076. Details regarding each of the members of the board of managers of Holdings are set forth in Schedule 1 to this Schedule 13D.

Altiva Capital, LLC (“Altiva”), a Delaware limited liability company, is the record holder of approximately 57.6% of the outstanding, voting membership interests of Holdings. The managing member of Altiva is Balaji Venkataraman, a U.S. citizen, who, in such capacity, exercises investment discretion and control of the membership interests of Holdings directly owned by Altiva. The principal business of Altiva is that of a private investment company. The principal office of Altiva is located at 13185 Owens Way, Alpharetta, Georgia 30004. Mr. Venkataraman, directly or indirectly through controlled trusts, immediate family members or other controlled entities, beneficially owns all of the membership interests of Altiva.

DFW Capital Partners III, L.P. (“DFW III”), a Delaware limited partnership, and DFW-Vidara, LLC (“DFW-Vidara”), a Delaware limited liability company, each an affiliate of DFW Capital Partners, are the record holders of an aggregate of approximately 25.4% of the outstanding, voting membership interests of Holdings. The principal business of DFW III is that of a private investment partnership. The general partner of DFW III is DFW III, LLC (“DFW III GP”), a Delaware limited liability company. The principal business of DFW III GP is that of acting as the general partner of DFW III. The principal business of DFW-Vidara is that of a private investment company. The managing member of DFW-Vidara is Jersey Ventures, LLC (“Jersey Ventures”), a Delaware limited liability company. The principal business of Jersey Ventures is serving as the managing member of DFW-Vidara

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and one or more other entities affiliated with DFW Capital Partners. The principal office of DFW III, DFW-Vidara, DFW III GP and Jersey Ventures is 300 Frank W. Burr Boulevard, Glenpointe Centre East, Suite 5, Teaneck, New Jersey 07666. The managers of DFW III GP and Jersey Ventures are Donald F. DeMuth, Keith W. Pennell and Brett L. Prager, each of whom is a citizen of the United States.

(d)-(e): During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the directors or executive officers or other persons identified above or on Schedule 1 hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

(f): Balaji Venkataraman is a U.S. citizens. Virinder Nohria is a citizen of the United Kingdom. Samira Saya is a citizen of Bermuda.

Item 3. Source and Amount of Funds or Other Consideration

As described in response to Item 4, the Subject Securities (as defined below) to which this Schedule 13D relates have not been purchased by Vidara, and thus no funds were used for such purpose. The Supporting Stockholders entered into the Voting Agreements as an inducement to Vidara to enter into the Merger Agreement described in Item 4 of this Schedule 13D. No additional consideration was paid to the Supporting Stockholders in connection with the execution and delivery of the Voting Agreements and thus no funds were used for such purpose. For a description of the Voting Agreements, see Item 4 below, which description is incorporated herein by reference in response to this Item 3.

Item 4. Purpose of Transaction

Agreement and Plan of Merger and Reorganization

On March 18, 2014, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Holdings, Vidara, the Issuer, Hamilton Holdings (USA), Inc., a Delaware corporation and wholly owned subsidiary of Vidara (“US Holdco”) and Hamilton Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Vidara (“Merger Sub”). Under the terms of the Merger Agreement and subject to the satisfaction or waiver of the conditions therein, the Issuer and Vidara will combine their businesses in a stock transaction in which (i) Vidara will effectuate a restructuring described in the Merger Agreement (the “Reorganization”) and (ii) Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer as the surviving corporation in the Merger as a wholly owned subsidiary of Vidara. At or prior to the completion of the Merger, Vidara will change its name to Horizon Pharma plc (“New Horizon”). The transaction has been approved by the boards of directors of both the Issuer and Vidara.

At the effective time of the Merger, (i) each share of the Issuer’s Common Stock then issued and outstanding will be canceled in exchange for one ordinary share of New Horizon, (ii) each outstanding option under the Issuer’s equity incentive plans will be converted into an option to acquire, on substantially the same terms and conditions as were applicable under such option before the effective time of the Merger, the number of New Horizon ordinary shares equal to the number of shares of the Issuer’s Common Stock subject to such option immediately prior to the effective time of the Merger, at an exercise price per New Horizon ordinary share equal to the exercise price per share of the Issuer’s Common Stock otherwise purchasable pursuant to such option, (iii) each other stock award that is outstanding under the Issuer’s equity incentive plans will be converted into a right to receive, on substantially the same terms and conditions as were applicable under such stock award before the effective time of the Merger, the number of New Horizon ordinary shares equal to the number of shares of the Issuer’s Common Stock subject to such stock award immediately prior to the effective time and (iv) each outstanding warrant to acquire the Issuer’s Common Stock will be converted into a warrant to acquire, on substantially the same terms and conditions as were applicable under such warrant before the effective time of the Merger, the number of New Horizon ordinary shares equal to the number of shares of the Issuer’s Common Stock subject to such warrant immediately prior to the effective time, at an exercise price per New Horizon ordinary share equal to the exercise price per share of the Issuer’s Common Stock otherwise purchasable pursuant to such warrant. Upon consummation of the Merger (the “Closing”), the security holders of the Issuer prior to the Closing would own approximately 75% of New Horizon, and Vidara’s shareholders would own approximately 25%.

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The New Horizon ordinary shares to be issued to the stockholders of the Issuer will be registered with the Securities and Exchange Commission (the “SEC”) and are expected to be listed on the NASDAQ Global Stock Market. Upon consummation of the Merger, the Issuer’s Common Stock will be delisted from the NASDAQ Global Stock Market and will be eligible for termination of registration under the Securities Exchange Act of 1934, as amended, pursuant to Section 12(g)(4) thereof.

The Merger Agreement contains customary covenants of Vidara, including covenants requiring Vidara: (i) to conduct its business and operations solely in the ordinary course of business and consistent with past practices during the period between the execution of the Merger Agreement and the Closing and (ii) not to solicit, initiate or encourage the submission of any proposal, indication of interest, inquiry or offer relating to a competing transaction, or to participate in any or continue any discussions or negotiations regarding, or furnish to any other person any information with respect to, a competing transaction. The Merger Agreement also contains customary covenants of each of the parties to use its respective reasonable best efforts to take all actions necessary to consummate the transactions contemplated by the Merger Agreement and covenants with respect to the registration of the New Horizon ordinary shares to be outstanding as of the Closing under the Securities Act of 1933, as amended.

The obligation of each party to consummate the Merger or the transactions contemplated by the Merger Agreement is subject to certain conditions, including conditions with respect to the receipt of the requisite approval by the stockholders of the Issuer; accuracy of the representations and warranties of the other party to the applicable standard provided by the Merger Agreement; compliance by the other party with its covenants in the Merger Agreement in all material respects; absence of a material adverse effect on the other party’s business, financial condition, operations or results of operations (subject to certain exceptions) since the date of the Merger Agreement; satisfaction of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; approval for listing of the New Horizon ordinary shares to be issued in the Merger and the New Horizon ordinary shares held by the Vidara shareholders as of the Closing and effectiveness of the registration statement filed with the SEC with respect to the New Horizon ordinary shares to be issued in the Merger, as well as other customary closing conditions. In addition, the Issuer’s obligation to consummate the Merger is subject to completion of the Reorganization.

The Merger Agreement also contains termination rights, including that (i) the parties may terminate the transaction by mutual consent and (ii) either party will have the right to terminate the transaction if (A) the Closing has not occurred within 180 days from the date of the Merger Agreement (provided that no party shall have the right to terminate pursuant to this provision if such party’s failure to fulfill any obligation under the Merger Agreement has been the cause of the failure of the Closing to occur), (B) any government authority shall have issued an order permanently restraining or prohibiting the Merger or the Reorganization and such order becomes final and nonappealable, (C) the Issuer’s stockholders fail to approve the Merger at a meeting of the stockholders of the Issuer at which a vote is taken, (D) the other party breaches such party’s representations, warranties or covenants in the Merger Agreement in a manner that renders the closing conditions relating to the accuracy of the representations and warranties and compliance with covenants incapable of being satisfied (subject to cure period) or (E) after the date of the Merger Agreement the other party experiences a material adverse effect with respect to its business, financial condition, operations or results of operations (subject to certain exceptions).

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is included as Exhibit 1 and is hereby incorporated into this report by reference.

Voting Agreements

Concurrently with entering into the Merger Agreement, each of (i) Atlas Venture Entrepreneurs’ Fund VI, L.P., (ii) Atlas Venture Fund VI GmbH & Co. KG, (iii) Atlas Venture Fund VI, L.P., (iv) Jeffrey W. Bird and Christina R. Bird, (v) Essex Woodlands Health Ventures Fund VII, LP, (vi) Gino Santini, (vii) Jeffrey W. Bird, (viii) Jeff Himawan, (ix) Jeffrey W. Sherman, (x) Jean-Francois Formela, (xi) Wells Fargo Bank, N.A. FBO Jeffrey W. Bird Roth IRA, (xii) Michael Grey, (xiii) Nestegg Holdings, LP, (xiv) Robert F. Carey, (xv) Robert J. De Vaere,

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(xvi) Ronald Pauli, (xvii) Sutter Hill Ventures, (xviii) Todd N. Smith and (xix) Timothy P. Walbert (the stockholders referred to in (i) through (xix) are referred to collectively as, the “Supporting Stockholders”), who owned in the aggregate approximately 12,051,301 (17.6%) of the outstanding shares of Common Stock of the Issuer as of the date of the Merger Agreement entered into identical Voting Agreements with the Issuer and Vidara (collectively, the “Voting Agreements”). Pursuant to the Voting Agreements, the Supporting Stockholders agreed, among other things, to vote their shares of the Issuer in favor of the Merger, in favor of the execution and delivery by the Issuer of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement. In addition, pursuant to the Voting Agreements, the Supporting Stockholders granted an irrevocable proxy to Vidara (as well as, Balaji Venkataraman and Virinder Nohria, solely in their capacities as directors of Vidara) to vote all of their shares of Common Stock at the special meeting of stockholders of Horizon to approve the Merger and the other matters set forth in the Voting Agreements. The Voting Agreements also prohibit each of the Supporting Stockholders from selling or otherwise transferring securities of the Issuer owned by the stockholder as of the date of the Voting Agreements and all additional securities of the Issuer of which the stockholder acquires ownership during the term of the Voting Agreements; provided, that each Supporting Stockholder shall be permitted to transfer up to 15% of the Subject Securities held by such Supporting Stockholder. By virtue of the Voting Agreements and the grant by the Supporting Stockholders of their respective proxies to Vidara, Vidara may be deemed to share the power to vote or to direct the vote of the Supporting Stockholders’ shares of Common Stock with respect to the matters set forth in the Voting Agreements and, hence, be deemed to have beneficial ownership of such shares. The Supporting Stockholders also collectively hold options and warrants exercisable for an aggregate of 4,542,071 shares of Common Stock. If any Supporting Stockholder exercises any such option or warrant, the shares of Common Stock issued upon such exercise will become subject to the respective Voting Agreement, and as a result Vidara may be deemed to have shared voting power in respect of such shares. All of the 12,051,301 shares of Common Stock, as well as any shares of Common Stock that may be issued upon the exercise by any Supporting Stockholder of any of the options or warrants referred to in this paragraph, are referred to as the “Subject Securities”.

The foregoing description of the Voting Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreements, a form of which is attached hereto as Exhibit 2 and is hereby incorporated into this report by reference. All of the Voting Agreements are identical, with the exception of the name and address of the applicable Supporting Stockholder and the number of shares owned by such Supporting Stockholder. The name of each Supporting Stockholder and the applicable shares held by such Supporting Stockholder are set forth on Schedule 2 hereto.

Item 5. Interest in Securities of the Issuer

(a)-(b) As described in Item 4 of this Schedule 13D, as a result of the Voting Agreements and the grant by the Supporting Stockholders of their respective proxies to Vidara to vote their shares to approve the Merger and the other matters set forth in the Voting Agreement, the Reporting Person may be deemed to share the power to vote or to direct the vote of the Subject Securities with respect to such matters. The Reporting Person’s current beneficial ownership in the Issuer and the Common Stock arising from such shared ownership is set forth on the cover page to this Schedule 13D and is incorporated by reference herein. The ownership percentage appearing on such cover page has been calculated based on an aggregate total of 68,563,819 shares of Common Stock issued and outstanding as of March 18, 2014, as represented by the Issuer in the Merger Agreement.

The number of outstanding shares of Common Stock of Issuer that may be deemed to be beneficially owned by the Reporting Person with respect to which there is (i) sole voting power is none, (ii) shared voting power is 12,051,301, with respect to those matters set forth in the Voting Agreements, (iii) sole dispositive power is none, and (iv) shared dispositive power is none. The foregoing does not include 4,542,071 shares of Common Stock that may be issued to the Supporting Stockholders upon exercise of options or warrants held by the Supporting Stockholders. If any Supporting Stockholder exercises any such option or warrant, the shares of Common Stock issued upon such exercise will become subject to the respective Voting Agreement, and as a result the Reporting Person may be deemed to have shared voting power in respect of such shares.

The filing of this Schedule 13D by the Reporting Person shall not be considered an admission that the Reporting Person is the beneficial owner of any of the shares of Common Stock covered by this Schedule 13D for any purpose, and the Reporting Person expressly disclaims such beneficial ownership.

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(c) Except as set forth in this Schedule 13D with reference to the Merger Agreement and the Voting Agreements, neither the Reporting Person nor, to the knowledge of the Reporting Person, any director or officer of the Reporting Person or the other persons listed in Item 2(a)-(c) or in Schedule 1 hereto, has effected any transaction in the Common Stock during the past 60 days.

(d) To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as described in Items 3, 4 and 5, which are incorporated herein by reference, and in the agreements and documents attached as exhibits hereto or incorporated herein by reference, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, the existence of which would give another person voting or investment power over the securities of the Issuer.

Item 7. Material to be filed as Exhibits.

1. Agreement and Plan of Merger and Reorganization by and among Vidara, Holdings, the Issuer, US Holdco and Merger Sub, dated as of March 18, 2014 (incorporated by reference to Exhibit 2.1 to Horizon Pharma, Inc.’s Form 8-K, filed with the Commission on March 20, 2014).

2. Form of Voting Agreement

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as March 28, 2014

By:	/s/ Virdiner Nohria
	Name: Virinder Nohria
	Title:   Director

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Schedule 1

The name and principal occupation or employment of the managers of Holdings as of the date hereof are as set forth below.

Name	Principal Occupation or Employment
Managers of Holdings
Balaji Venkataraman	Director and Chairman of the Board of Directors of Vidara
Virinder Nohria	President and Chief Medical Officer of Vidara Therapeutics, Inc., an affiliate of Vidara
Keith Pennell	Managing Partner at DFW Capital Partners
Donald DeMuth	Partner at DFW Capital Partners

All of the individuals set forth above are U.S. citizens, except for Mr. Nohria who is a citizen of the United Kingdom.

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Schedule 2

The table below sets forth the names of each Supporting Stockholder and the number of (i) shares held of record, (ii) options and other rights and (iii) additional securities beneficially owned by such Supporting Stockholder.

Supporting Stockholder	Shares Held of Record		Options and Other Rights		Additional Securities Beneficially Owned
Atlas Venture Entrepeneurs’ Fund VI, L.P.		107,532		6,038		3,781,834
Atlas Venture Fund VI GmbH & Co. KG		64,385		3,615		3,827,404
Atlas Venture Fund VI, L.P.		3,516,377		197,457		181,570
Jeffrey W. Bird and Christina R. Bird, Co-Trustees of Jeffrey W. and Christina R. Bird Trust U/A/D 10/31/00		178,406		21,685		0
Essex Woodlands Health Ventures Fund VII, LP		5,064,731		751,209		0
Gino Santini		0		35,795		0
Jeffrey W. Bird		0		20,000		3,511,819
Jeff Himawan		0		0		5,815,940
Jeffrey W. Sherman		73,309		452,358		0
Jean-Francois Formela		0		0		3,895,404
Wells Fargo Bank, N.A. FBO Jeffrey W. Bird Roth IRA		5,000		1,250		0
Michael Grey		0		35,795		0
Nestegg Holdings, LP		7,000		1,750		0
Robert F. Carey		0		364,100		0
Robert J. De Vaere		68,604		455,961		0
Ronald Pauli		0		35,795		0
Sutter Hill Ventures		2,837,826		458,902		0
Todd N. Smith		22,924		313,570		0
Timothy P. Walbert		105,207		1,386,791		0
Total		12,051,301		4,542,071

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Exhibit Index

1. Agreement and Plan of Merger and Reorganization by and among Vidara, Holdings, the Issuer, US Holdco and Merger Sub, dated as of March 18, 2014 (incorporated by reference to Exhibit 2.1 to Horizon Pharma, Inc.’s Form 8-K, filed with the Commission on March 20, 2014).

2. Form of Voting Agreement

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EX-99.2

Exhibit 2

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Voting Agreement”) is entered into as of March 18, 2014, by and among VIDARA THERAPEUTICS INTERNATIONAL LTD., an Irish private limited company (“Vidara”), HORIZON PHARMA, INC., a Delaware corporation (the “Company”) and [            ] (“Stockholder”).

RECITALS

A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of certain shares of common stock of the Company.

B. Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Holdings”), Vidara, Hamilton Holdings (USA), Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Vidara (“U.S. Holdco”), Hamilton Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of U.S. Holdco (“Merger Sub”) and the Company are entering into a Transaction Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), which provides (subject to the conditions set forth therein), among other things, for the merger of Merger Sub with and into the Company (the “Merger”).

C. As a result of the Merger, each outstanding share of common stock of the Company (“Company Common Stock”) will be converted into the right to receive ordinary shares of Vidara.

D. Stockholder is entering into this Voting Agreement in order to induce Vidara and Holdings to enter into the Merger Agreement and cause the Merger to be consummated.

AGREEMENT

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. CERTAIN DEFINITIONS

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earliest of: (i) the date on which the Merger Agreement is terminated pursuant to the terms of the Merger Agreement; or (ii) immediately following the adjournment of the meeting of the stockholders of the Company at which the Merger Agreement is adopted and approved by the stockholders of the Company.

(b) Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

(c) “Person” shall mean any individual, private or public company, corporation (including not-for-profit), general or limited partnership, unlimited or limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature, including a government or political subdivision or an agency or instrumentality thereof.

(d) “Subject Securities” shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options, restricted stock units, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Voting Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, restricted stock units, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the Voting Period (whether such acquisition is a result of purchases or other transfers of Company Common Stock to Stockholder or by virtue of a stock dividend, stock split, recapitalization, reclassification, subdivision, combination or exchange of shares).

(e) A Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than Vidara; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than Vidara; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to such security.

(f) “Voting Period” shall mean the period commencing on the date of this Voting Agreement and ending on the Expiration Date.

SECTION 2. TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS

2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3, during the Voting Period, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected; provided, however, that nothing contained in this Voting Agreement will be deemed to restrict the ability of Stockholder to do any of the following: (a) to exercise any equity awards held by Stockholder; (b) to sell Securities in connection with equity awards (including restricted stock units) following the date of this Voting Agreement solely for the purpose of paying withholding tax in connection with such awards; (c) change the participation level under the Company’s 2005 Stock Plan, 2011 Equity Incentive Plan and 2011 Employee Stock Purchase Plan.

2.2 Restriction on Transfer of Voting Rights. During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted that is inconsistent with this Voting Agreement, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

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2.3 Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual: (i) to any member of Stockholder’s immediate family; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; or (ii) upon the death of Stockholder; (b) if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder; or (c) a Transfer of up to fifteen percent (15%) of the Subject Securities held by the Stockholder as of the date hereof; provided, however, that a Transfer referred to in this Section 2.3(a) and (b) shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and Vidara, to be bound by all of the terms of this Voting Agreement. Any Transfer or purported Transfer of Subject Securities other than in accordance with this Section 2.3 shall be void ab initio and of no effect.

SECTION 3. VOTING OF SHARES

3.1 VOTING COVENANT. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of the Company, unless otherwise directed in writing by Vidara, Stockholder shall cause any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting to be voted:

(a) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;

(b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held;

(c) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and

(d) against any action which is (i) intended to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement, or (ii) would reasonably be expected, to impede, interfere with, delay, materially postpone, discourage or adversely affect in any way the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement.

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Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions with respect to such shares of Company Common Stock Owned by Stockholder in any manner inconsistent with clause “(a)”, clause “(b)”, clause “(c)” or clause “(d)” of the preceding sentence.

3.2 PROXY

(a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Vidara a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) if applicable, Stockholder shall cause to be delivered to Vidara an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record by Stockholder.

(b) Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants to Vidara as follows:

4.1 Authorization, etc. Stockholder has the power, authority and capacity to execute and deliver this Voting Agreement and the Proxy and to perform Stockholder’s obligations hereunder and thereunder. This Voting Agreement and the Proxy have been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Voting Agreement by Vidara, constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

4.2 No Conflicts or Consents.

(a) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time)

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any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any material lien on any of the Subject Securities.

(b) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not, require any consent of any Person.

4.3 Title to Securities. As of the date of this Voting Agreement: (a) Stockholder holds of record (free and clear of any liens (other than immaterial liens)) the number of outstanding shares of Company Common Stock set forth under the heading “Shares Held of Record” on the signature page hereof; (b) Stockholder holds (free and clear of any liens (other than immaterial liens)) the options, restricted stock units, warrants and other rights to acquire shares of Company Common Stock set forth under the heading “Options and Other Rights” on the signature page hereof; (c) Stockholder Owns the additional securities of the Company set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Company, or any option, restricted stock unit, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company, other than the shares and options, restricted stock units, warrants and other rights set forth on the signature page hereof.

4.4 Accuracy of Representations. The representations and warranties contained in this Voting Agreement are accurate in all respects as of the date of this Voting Agreement, and will be accurate in all respects at all times prior to the Expiration Date as if made as of any such time or date.

SECTION 5. MISCELLANEOUS

5.1 Stockholder Information. Stockholder hereby agrees to permit Vidara and the Company to publish and disclose in the proxy statement and any other public disclosure that Vidara and the Company mutually determine to be necessary or desirable in connection with the Merger and any other transactions contemplated by the Merger Agreement the following information: Stockholder’s identity and ownership of shares of Company Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Voting Agreement.

5.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Vidara may reasonably request for the purpose of carrying out and furthering the intent of this Voting Agreement.

5.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

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5.4 Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented internationally-recognized overnight delivery service or, to the extent receipt is confirmed, telecopy, facsimile or other electronic transmission service to the appropriate address or number as set forth below, or to such other address as any party shall provide by like notice to the other parties to this Voting Agreement:

if to Stockholder:

at the address set forth on the signature page hereof; and

if to Vidara:

Vidara Therapeutics International Limited

H.P. House

21 Laffan Street

Hamilton HM09

Bermuda

Attention: Samira Saya

Facsimile No.: (441) 292-1244

with copies to:

Mayer Brown LLP

1675 Broadway

New York, New York 10019

Attention: Reb D. Wheeler

Facsimile No.: (212) 849-5914

and

A&L Goodbody

The Chrysler Building

405 Lexington Avenue

Suite 33D

New York, New York 10174

Attention: Cian McCourt

Facsimile No.: (212) 333-5126

if to the Company:

Horizon Pharma, Inc.

520 Lake Cook Road, Suite 520

Deerfield, IL 60015

Attention: Timothy P. Walbert

Facsimile No.: (847) 572-1372

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With a copy to:

Cooley LLP

4401 Eastgate Mall

San Diego, CA 92121

Attention: Barbara Borden

Facsimile No.: (858) 550-6420

5.5 Severability. Any term or provision of this Voting Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Voting Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Voting Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.6 Entire Agreement. This Voting Agreement, the Proxy, the Merger Agreement and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto.

5.7 Amendments. This Voting Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of each of the parties to this Voting Agreement.

5.8 Assignment; Binding Effect; No Third Party Rights. Except as provided herein, neither this Voting Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Voting Agreement shall be binding upon Stockholder and Stockholder’s heirs, estate, executors and personal representatives and Stockholder’s successors and assigns, and shall inure to the benefit of Vidara and its successors and assigns. Without limiting any of the restrictions set forth in Section 2, Section 3 or elsewhere in this Voting Agreement, this Voting Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Voting Agreement is intended to confer on any Person (other than Vidara and its successors and assigns) any rights or remedies of any nature.

5.9 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Voting Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in Section 2 or 3 of this Voting Agreement or in the Proxy, Vidara shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to obtain: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach.

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Stockholder further agrees that neither Vidara nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.9, and Stockholder irrevocably waives any right he or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

5.10 Attorneys’ Fees. If any legal proceeding is brought relating to this Voting Agreement or the enforcement of any provision of this Voting Agreement is brought against Stockholder, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

5.11 Non-Exclusivity. The rights and remedies of Vidara under this Voting Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).

5.12 Governing Law; Jurisdiction; Waiver of Jury Trial. This Voting Agreement and the Proxy shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Voting Agreement, the Proxy or any of the transactions contemplated by this Voting Agreement or the Proxy, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware; (b) irrevocably waives the right to trial by jury; and (c) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which Stockholder or Vidara, as the case may be, is to receive notice in accordance with Section 5.4.

5.13 Counterparts; Exchanges by Facsimile or Electronic Delivery. This Voting Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of a fully executed Voting Agreement (in counterparts or otherwise) by facsimile or electronic delivery shall be sufficient to bind the parties to the terms and conditions of this Voting Agreement.

5.14 Captions. The captions contained in this Voting Agreement are for convenience of reference only, shall not be deemed to be a part of this Voting Agreement and shall not be referred to in connection with the construction or interpretation of this Voting Agreement.

5.15 Waiver. Subject to the remainder of this Section 5.15, at any time prior to the Expiration Date, any party hereto may: (a) extend the time for the performance of any of the obligations or other acts of the other parties to this Voting Agreement; (b) waive any inaccuracy in or breach of any representation, warranty, covenant or obligation of the other party in this Voting Agreement or in any document delivered pursuant to this Voting Agreement; and (c) waive compliance with any covenant, obligation or condition for the benefit of such party contained in this Voting Agreement. No failure on the part of Vidara to exercise any power, right, privilege or remedy under this Voting Agreement, and no delay on the part of Vidara in exercising any power, right, privilege or remedy under this Voting Agreement, shall operate as a

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waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Vidara shall not be deemed to have waived any claim available to Vidara arising out of this Voting Agreement, or any power, right, privilege or remedy of Vidara under this Voting Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Vidara; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

5.16 Independence of Obligations. The covenants and obligations of Stockholder set forth in this Voting Agreement shall be construed as independent of any other contract between Stockholder, on the one hand, and the Company or Vidara, on the other. The existence of any claim or cause of action by Stockholder against the Company or Vidara shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder. Nothing in this Voting Agreement shall limit any of the rights or remedies of Vidara under the Merger Agreement, or any of the rights or remedies of Vidara or any of the obligations of Stockholder under any agreement between Stockholder and Vidara or any certificate or instrument executed by Stockholder in favor of Vidara; and nothing in the Merger Agreement or in any other such agreement, certificate or instrument, shall limit any of the rights or remedies of Vidara or any of the obligations of Stockholder under this Voting Agreement.

5.17 Other Capacities. Notwithstanding any provision of this Voting Agreement to the contrary, nothing in this Voting Agreement shall limit or restrict Stockholder from acting in good faith in Stockholder’s capacity as a director or officer of the Company (it being understood that this Voting Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of the Company).

5.18 Construction. In this Voting Agreement, unless a clear contrary intention appears:

(a) the singular number includes the plural number and vice versa;

(b) reference to any Person include such Person’s legal representatives, successors, assigns, but if applicable, only if such successors and assigns are not prohibited by this Voting Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(c) reference to either gender includes the other gender;

(d) reference to any agreement, schedule, document or instrument means such agreement, schedule, document or instrument as amended or modified and in effect in accordance with the terms thereof;

(e) reference to any law means such law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect

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from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law means that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

(f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Voting Agreement as a whole and not to any particular Section or other provision hereof;

(g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(h) any references herein to a specific section, schedule, annex or exhibit shall refer, respectively, to sections, schedules, annexes or exhibits of this Voting Agreement;

(i) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits (other than exhibits constituting agreements, which shall only become legally binding upon execution and delivery by the parties thereto), schedules or amendments thereto from time to time.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, Vidara, the Company and Stockholder have caused this Voting Agreement to be executed as of the date first written above.

VIDARA THERAPEUTICS INTERNATIONAL LTD.
By:
	Name:	Samira Saya
	Title:	Director

Signature Page to Voting Agreement

HORIZON PHARMA, INC.
By:
	Name:	Timothy P. Walbert
	Title:	President, Chief Executive Officer and Chairman of the Board

Signature Page to Voting Agreement

[STOCKHOLDER]
By:
	Name:
	Title:
	Address:
	Facsimile:

Shares Held of Record Options and Other Rights Additional Securities
Beneficially Owned

Signature Page to Voting Agreement

EXHIBIT A

FORM OF IRREVOCABLE PROXY

[attached]

IRREVOCABLE PROXY

The undersigned stockholder (the “Stockholder”) of Horizon Pharma, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Vidara Therapeutics International Ltd., an Irish private limited company (“Vidara”), and Balaji Venkataraman and Virinder Nohria, solely in their capacities as directors of Vidara, and each of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to the full extent of the Stockholder’s rights with respect to the outstanding shares of capital stock of the Company owned of record by the Stockholder as of the date of this proxy, which shares are specified in this proxy, and all shares of capital stock of the Company that may be owned of record by the Stockholder after the date of this proxy, limited to the matters set forth in this Proxy. (The shares of the capital stock of the Company referred to in the immediately preceding sentence are referred to as the “Shares.”) Upon the execution of this proxy, all prior proxies given by the Stockholder with respect to any of the Shares regarding the matters set forth in this Proxy are hereby revoked, and the Stockholder agrees that no subsequent proxies inconsistent with this Proxy will be given with respect to any of the Shares.

This proxy is irrevocable, is coupled with an interest and is granted solely in connection with, and as security for, the Voting Agreement, dated as of the date hereof, by and among Vidara, the Company and the Stockholder (the “Voting Agreement”), and is granted in consideration of Vidara entering into the Transaction Agreement and Plan of Merger, dated as of the date hereof, among Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Holdings”), Vidara, Hamilton Holdings (USA), Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Vidara (“U.S. Holdco”), Hamilton Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of U.S. Holdco (“Merger Sub”) and the Company. This proxy will terminate on the Expiration Date (as defined in the Voting Agreement).

Prior to the Expiration Date, the attorneys and proxies named above will only be empowered, and may only exercise this proxy, to vote any Shares owned by the undersigned, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of the Company:

(a) in favor of the Merger (as defined in the Voting Agreement), the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing, all in accordance with the Merger Agreement and not otherwise;

(b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held;

(c) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and

(d) against any action which is (i) intended to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement, or (ii) would reasonably be expected, to impede, interfere with, delay, materially postpone, discourage or adversely affect in any way the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement.

The Stockholder may vote the Shares on all other matters not specifically and expressly referred to in this proxy in the preceding paragraph, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Any term or provision of this proxy that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this proxy or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this proxy so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Dated: March 18, 2014	STOCKHOLDER
	Number of shares of common stock of the Company owned of record as of the date of this proxy:

Signature Page to Irrevocable Proxy