Form of Voting Agreement of Teamsun HK
本投票协议（以下简称“本协议”）由华胜天成科技(香港)有限公司（以下简称“承诺人”或“华胜天成”）和ChaSerg Technology Acquisition Corp.（以下简称“母公司”）于2019年 11 月 13 日签署：
This Voting Agreement (this “Agreement”) is made as of November 13, 2019 by and between Teamsun Technology (HK) Limited (the “Covenantor” or “Teamsun”) and ChaSerg Technology Acquisition Corp. (“Parent”, together with the Covenanter, the “Parties”):
Teamsun is a company incorporated in Hong Kong with registered number 0895726 and registered office address at Room No. 907, 9th Floor, Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong.
|2.||Automated Systems Holdings Limited（以下简称“ASL”）为华胜天成控股的子公司，是一家在香港联合交易所有限公司(以下简称“联交所”)上市的公司（股票代码为00771）。 Grid Dynamics International, Inc.（以下简称“目标公司”）是ASL间接控股的子公司。|
Automated Systems Holdings Limited (“ASL”) is listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (stock code 00771), which is a subsidiary held by Teamsun. Grid Dynamics International, Inc. (the “Company”) is a subsidiary indirectly held by ASL.
The Parent is a company listed on the NASDAQ under the symbol as CTAC.
|4.||母公司、目标公司、CS Merger Sub 1 Inc. （一家于美国加利福尼亚州注册的公司，系母公司的全资子公司，以下简称“附属公司一”）和CS Merger Sub 2 LLC （一家于美国特拉华州注册的有限责任公司，系母公司的全资子公司，以下简称“附属公司二”，与附属公司一合称“附属公司”）拟在本协议签署之日签署一份协议及合并计划（及根据其条款不时的修订，以下简称“《合并协议》”），其中包括：根据《合并协议》中规定的条款和条件，以及California General Corporation Law (the “CGCL”), General Corporation Law of the State of Delaware (the “DGCL”) 及 Limited Liability Company Act of the State of Delaware 中适用的条款，（1）附属公司一将与目标公司合并并被目标公司吸收，目标公司存续（以下简称“第一次合并”），以及（2）目标公司将与附属公司二合并并被附属公司二吸收，附属公司二存续 （以下简称“第二步合并”，与第一次合并合称“本次合并”）。《合并协议》和其他附属文件所涉及的本次合并及其他相关交易合称为“本次交易”。|
The Parent, the Company, CS Merger Sub 1 Inc., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”) and CS Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”) propose to enter into an Agreement and Plan of Merger dated as of the date hereof (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which, among other things, (i) Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving entity (the “Initial Merger”), and (ii) the Company will then merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity (the “Second Step Merger” and, together with the Initial Merger, the “Mergers”), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the California General Corporation Law (the “CGCL”), General Corporation Law of the State of Delaware (the “DGCL”) and the Limited Liability Company Act of the State of Delaware (the “DLLCA”). The Mergers and the other transactions contemplated by any of the Merger Agreement and the Ancillary Documents are collectively hereinafter referred to as the “Transactions”.
The Transactions constitutes a matter subject to the approval at a shareholders’ general meeting of ASL.
As of the date of this Agreement, the Covenantor holds (including directly or indirectly holds, beneficially owns, or otherwise has voting power over) a total number of 455,268,915 shares of ASL (the “Relevant Shares”, which also refers to the shares held by the Covenantor when attending the shareholders’ general meeting of ASL in accordance with Section 2 of this Agreement), which together account for 56.53% of the total number of shares of ASL, representing 56.53% of the voting rights of all of ASL’s shareholders.
Therefore, the Parties hereby enter into this Agreement on commitments and guarantees, among other things, made by the Covenantor relating to the Transactions to the Parent.
The Covenantor unconditionally, unreservedly and irrevocably represents and warrants as follows, based on its actual and implied knowledge and reasonable judgment, and such representations and warranties are deemed to be repeated by the Covenantor during the term of this Agreement according to the facts and circumstances then existing:
The Relevant Shares and its rights (including but not limited to voting rights) held by the Covenantor are free and clear of any form of security interest, and there are no other circumstances preventing or restricting the Covenantor from exercising the voting rights attached to the Relevant Shares;
The Covenantor has all the necessary civil rights and civil capacity to execute and perform this Agreement and can independently assume civil liability;
This Agreement is legally binding on the Covenantor upon this Agreement coming into effect, and save as provided in this Agreement, the execution and performance of this Agreement does not conflict with any contractual legal documents in force or obligations of the Covenantor under applicable laws and regulations;
Except as otherwise provided in this Agreement, the Covenantor shall not need to obtain any approval, permission or authorization from any governmental department or any third party to execute and perform this Agreement, nor does it need to complete any registration, filing, notification or report;
This Agreement constitutes legal, valid, binding and enforceable obligations on the Covenantor pursuant to the terms of this Agreement;
The Covenantor shall not sign any documents or engage in any action that is prohibited by the Merger Agreement or this Agreement, or that may damage the interests of the parties under the Merger Agreement or this Agreement;
Once this Agreement has come into effect and during the term of this Agreement, the Covenantor shall not sell, pledge, transfer or otherwise dispose of the Relevant Shares;
Notwithstanding the provisions contained in Section 1.7 of this Agreement, once this Agreement has come into effect and during the term of this Agreement, the Covenantor shall promptly notify the Parent of any changes in the Relevant Shares (if any) it holds.
The Covenantor hereby agrees and undertakes that, during the term of this Agreement, upon the approval of the Transactions by the board of directors and shareholders (if necessary) of Teamsun, the Covenantor shall attend and/or procure the holder of the Relevant Shares directly or indirectly controlled by the Covenantor to attend the shareholders’ general meeting of ASL (whether or not such meeting is convened in-person, online or otherwise) in person or by proxy and vote as follows:
For the adoption and approval of the Transactions and the Merger Agreement and the Ancillary Documents related to the Transactions (the “Resolutions”);
Against any act, agreement or letter of intent that will materially or is reasonably expected to impede the Transactions or compete with the Transactions;
Except for the Transactions and any grant of options pursuant to the true-up policy under the stock option scheme or any grant of options or awards under other share incentive schemes of the Company, against any act, agreement or letter of intent that will result in the contracting, custody, investment, acquisition, joint venture, combination, merger, division, restructuring, liquidation of the Company, or the sale or transfer of any equity, business or material assets of the Company.
The Covenantor hereby agrees and undertakes that, during the term of this Agreement, it will use its reasonable best efforts to:
Procure ASL to convene a shareholders’ general meeting as soon as reasonably practicable and in accordance with the relevant listing rules and applicable laws and regulations so as to allow shareholders of ASL to consider and vote in favor of the Resolutions;
Subject to approval of the Resolutions by the shareholders of Teamsun (if necessary) and ASL, procure ASL to take any and all of actions necessary to approve and implement the Merger Agreement, the Ancillary Documents and the Transactions in accordance with the relevant stock exchange listing rules and applicable laws and regulations;
Subject to approval of the Resolutions by the shareholders of Teamsun (if necessary) and ASL, complete any and all of the registration, filing, disclosure, notification, reporting procedures necessary and obtain any approval, permission or authorization from any governmental department or any third party (if required) to approve and implement the Merger Agreement, the Ancillary Documents and the Transactions, in accordance with the relevant listing rules and applicable laws and regulations.
During the term of this Agreement, the Covenantor will not, and will procure any entity under its control and/or its appointed/nominated directors (if any) not to do the following:
Initiate, encourage or induce any third party, or take any other actions to cause any third party, to make an acquisition proposal to the Company;
Except as required under the Rules Governing the Listing of Securities of the Stock Exchange to advise shareholders of ASL on the Transactions and the Merger Agreement, directly or indirectly encourage, induce or cooperate with any shareholder of ASL to agree to any activity, agreement or letter of intent that will compete with or against the Transactions, or impede the Transactions;
Become the guarantor or subsidiary of any ASL’s shareholder who agrees to compete with or against the Transactions.
Each of the Covenantor and the Parent hereby agrees and acknowledges that:
|5.1||第一次合并受限于以下条件得以满足：(i) 相关议案分别获得ASL和华胜天成股东的股东大会（如需）通过，及(ii) 华胜天成遵守本协议第2条和第3条的规定；|
The Initial Merger shall be subject to (i) the passing of the Resolutions by the shareholders of ASL and Teamsun (if necessary) at relevant shareholders’ general meetings, and (ii) compliance with Sections 2 and 3 of this Agreement by Teamsun;
Neither the Company nor the Parent shall waive any closing conditions in the Merger Agreement concerning the receipt of the consents listed in this Section 5.1.
Unless otherwise agreed in writing by the Parties, the term of this Agreement shall be from and including the date on which this Agreement comes into effect to the earlier of: (1) the termination date of the Merger Agreement in accordance with its terms; or (2) the date that the closing conditions of the Transactions as agreed in the Merger Agreement have been satisfied.
The Covenantor shall keep the terms, execution and performance of this Agreement, and any commercial information of the Parent known to the Covenantor during the performance of this Agreement (collectively, “Confidential Information”) in strict confidence. The Covenantor shall not disclose any part or all of the Confidential Information to any third party in any form without the written consent of the Parent.
This confidentiality provision shall apply to the persons who have access to the Confidential Information described in this Agreement, including the shareholders and subsidiaries of the Covenantor, and the respective directors, employees and consultants of the Covenantor, its shareholders and its subsidiaries (“Persons”). The Covenantor shall be liable to the Parent for any breach of this confidentiality provision by the Persons.
The following shall not constitute Confidential Information received by the Covenantor subject to the obligations of this confidentiality provision:
Information that is publicly known not due to Teamsun or the Persons;
Information that is required to be disclosed by PRC or Hong Kong laws, regulations or rules applicable to Teamsun；
Information that is required to be disclosed by applicable laws, regulations, rules, and requirements of judicial, administrative, stock exchange, and/or regulatory authorities that have jurisdiction over Teamsun.
For the avoidance of doubt, the Covenantor confirms and agrees that ASL and the Parent may disclose the contents of this Agreement to the relevant regulatory authorities and the public in accordance with the relevant stock exchange listing rules and applicable laws and regulations, and agree to promptly provide information, documents and assistance to ASL and the Parent, and their respective consultants upon their reasonable request, to enable ASL and the Parent to comply with the relevant stock exchange listing rules and applicable laws and regulations.
This confidentiality provision shall survive termination or release of this Agreement.
Governing law and dispute resolution
The execution, effect, interpretation, performance of this Agreement, and any disputes arising out of and in connection with this Agreement shall be governed by the laws of Hong Kong.
The terms of the Agreement are intended solely for the benefit of each party hereto and its respective successors or permitted assigns. The Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) shall not apply to this Agreement and no person other than the parties hereto shall have any rights under it, nor shall it be enforceable by any person other than the parties to it.
The Parties shall seek to resolve any dispute arising from or in connection with the performance of this Agreement promptly by friendly negotiation. If any dispute remains unresolved within 15 days after one party notifies the other party in writing of its wish to negotiate, either party can submit the dispute to the Hong Kong International Arbitration Centre for arbitration pursuant to the arbitration rules in force at that time. The seat of arbitration is Hong Kong. The arbitration award is final and binding on the Parties.
If the Covenantor breaches any term of this Agreement, the Covenantor shall indemnify the Parent for its direct actual losses, including but not limited to any audit fees, valuation fees, brokerage fees, legal fees, travel expenses and negotiation fees arising from the Transactions.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Parent to:
ChaSerg Technology Acquisition Corp.
with a copy (which will not constitute notice) to:
Latham & Watkins LLP
收件人Attn：Joshua Dubofsky, Terris Tang
If to Teamsun, to:
with a copy (which will not constitute notice) to:
Automated Systems Holdings Limited
15/F, Topsail Plaza, 11 On Sum Street,
Shatin, Hong Kong
The Covenantor may not assign its rights, obligations or liabilities under this Agreement to any third party without the prior written consent of the Parent. The successor or agreed assignee (if any) of the Covenantor shall continue to perform the obligations of the Covenantor under this Agreement.
The Covenantor represents and confirms that, except as otherwise provided in this Agreement, the validity of this Agreement is independent of the Merger Agreement and the Ancillary Documents. The validity of this Agreement is not affected by any invalidity, partial invalidity, revocation or rescission of the Merger Agreement or any of the Ancillary Documents.
This Agreement is written in the Chinese and English languages. In case of any discrepancy between the Chinese and English versions, the English version shall prevail.
|9.6||本协议自双方法定代表人/授权代表签字之日起生效。本协议正本一式 3 份，承诺人持有 2 份，母公司持有 1 份，具有同等法律效力。|
This Agreement shall come into effect on the date of execution. There are 3 originals of this Agreement with equal legal effect, of which the Covenantor holds 2 originals, and the Parent holds 1 original.
The Parties has read all of the terms of this Agreement and has fully understood the meaning of the terms of this Agreement and the corresponding legal consequences.
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Signature Page to the Voting Agreement
The Covenantor: Teamsun Technology (HK) Limited
母公司：ChaSerg Technology Acquisition Corp.
The Parent: ChaSerg Technology Acquisition Corp.