Preview | Voting Agreement |

VOTING AGREEMENT

THIS VOTING AGREEMENT (this Agreement) is dated as of December 15, 2006, by and between MDI Holdings, LLC, a Delaware limited liability company (Parent), and Daniel H. Leever (Shareholder).

WHEREAS, simultaneously with the execution of this Agreement, Parent, Matrix Acquisition Corp., a Connecticut corporation (Merger Sub), and MacDermid, Incorporated, a Connecticut corporation (the Company), have entered into an Agreement and Plan of Merger (as it may be amended, supplemented, modified or waived from time to time, the Merger Agreement), which provides, among other things, for the Merger of Merger Sub with and into the Company, upon the terms and subject to the conditions set forth therein;

WHEREAS, Shareholder is the record and Beneficial Owner of, and has the sole right to vote and dispose of, that number of Shares set forth below Shareholders name on the signature page hereto; and

WHEREAS, as an inducement to Parent entering into the Merger Agreement and incurring the obligations therein, Parent has required that Shareholder enter into this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I. CERTAIN DEFINITIONS

Section 1.1. Capitalized Terms. Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.

Section 1.2. Other Definitions. For the purposes of this Agreement:

(a) Beneficial Owner or Beneficial Ownership with respect to any securities means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(b) Expiration Time has the meaning set forth in Section 2.1.

(c) Owned Shares means the Shares Beneficially Owned by Shareholder as of the date of this Agreement and set forth below his name on the signature page hereto and any Shares acquired by Shareholder after the date of this Agreement.

(d) Permitted Transferee has the meaning set forth in Section 2.3.

(e) Representative means, with respect to any particular Person, any director, officer, employee, consultant, accountant, legal counsel, investment banker or other representative of such Person.

(f) Shares has the meaning ascribed thereto in the Merger Agreement, and will also include for purposes of this Agreement all shares or other voting securities into which Shares may be reclassified, sub-divided, consolidated or converted and any rights and benefits arising therefrom, including any dividends or distributions of securities which may be declared in respect of the Shares and entitled to vote in respect of the matters contemplated by Article II.

(g) Transfer means, with respect to a security, the sale, grant, assignment, transfer, pledge, encumbrance or other disposition of such security or the Beneficial Ownership thereof (including by operation of Law), or the entry into any Contract to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security or other rights in or of such security.

ARTICLE II. AGREEMENT TO VOTE

Section 2.1. Agreement to Vote. Subject to the terms and conditions hereof, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the Expiration Time), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Companys shareholders, however called, for the purpose of, or in connection with any written consent of the Companys shareholders with respect to, seeking shareholder adoption of the Merger Agreement (a Shareholder Meeting), Shareholder will (x) appear at such meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent, if applicable), all of the Owned Shares (A) in favor of the adoption of the Merger Agreement (whether or not recommended by the Companys Board of Directors or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (B) against any Alternative Proposal submitted by the Company for a vote by its shareholders, (C) against any proposal made in opposition to, or in competition or inconsistent with, the Merger Agreement or the Merger, including the adoption thereof or the consummation thereof, and (D) against any extraordinary dividend by the Company or change in the capital structure of the Company (other than pursuant to the Merger Agreement).

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