VOTING AGREEMENT

SECTION 1.01 Vote in Favor of Financing Transaction and Purchaser Director. The Principal Stockholder hereby agrees and covenants to vote or cause to be voted all of the Subject Shares then owned by it, or over which it has voting power, and all other shares

SECTION 1.02 Grant of Proxy; Further Assurance. In the event that, in connection with any regular or special meeting of shareholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the shareholders, within five (5) days following a written request thereof by the Company (or a representative thereof), the Principal Stockholder fails to vote or cause to be voted all of the Subject Shares in favor of the adoption and approval of each of the Actions  in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, the Principal Stockhold er by this Agreement, with respect to all Subject Shares over which it has voting authority and any Subject Shares hereinafter acquired by the Principal Stockholder over which it may have voting authority, does hereby irrevocably constitute and appoint Ms. Angela Li, the Chief Financial Officer of the Company, or any nominee, with full power of substitution, as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Subject Shares as the Principal Stockholder’s proxy, at every annual, special or adjourned meeting of the shareholders (including the right to sign its name (as the Principal Stockholder) to any consent, certificate or other document relating to the Financing Transaction that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the matters set forth in Section 1.01 hereof. The Principal Stockholder shall perform such further acts and exec ute such further documents and instruments as may reasonably be required to carry out the provisions of this Agreement

SECTION 1.03 Termination. The obligations of the Principal Stockholder pursuant to this Article I shall terminate, as to Section 1.01(a), upon the adoption and approval of the Financing Transaction.

SECTION 2.01 Due Authorization and Organization. The Principal Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable). The Principal Stockholder has all requisite legal power (corporate or other) and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Principal Stockholder and constitutes a valid and binding obligation of the Principal Stockholder enforceable in accordance with i ts terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

SECTION 2.02 No Conflict. (i) No filing by the Principal Stockholder with any governmental body or authority, and no authorization, consent or approval of any other person is necessary for the execution of this Agreement by the Principal Stockholder and the consummation by the Principal Stockholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by the Principal Stockholder, the consummation by the Principal Stockholder of the transactions contemplated hereby or compliance by the Principal Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of the organiz ational documents of the Principal Stockholder, (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, permit, understanding, agreement or other instrument or obligation to which such stockholder is a party or by which the Principal Stockholder or any of its Subject Shares or assets may be bound, or (C) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not reasonably be expected to prevent the Principal Stockholder from performing its obligations under this Agreement.

SECTION 2.03 Litigation. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of the Principal Stockholder or any of the Principal Stockholder’s affiliates, threatened against the Principal Stockholder or any of the Principal Stockholder’s affiliates or any of their respective properties or any of their respective officers or directors, in the case of a corporate entity (in their capacities as such) that, individually or in the aggregate, would reasonably be expected to materially delay or impair the Princi pal Stockholder’s ability to consummate the actions contemplated by this Agreement. There is no judgment, decree or order against the Principal Stockholder or any of the Principal Stockholder’s affiliates, or, to the knowledge of the Principal Stockholder of any of the Principal Stockholder’s affiliates, any of their respective directors or officers, in the case of a corporate entity (in their capacities as such), that would prevent, enjoin, alter or materially delay any of the actions contemplated by this Agreement, or that would reasonably be expected to have a material adverse effect on the Principal Stockholder’s ability to consummate the actions contemplated by this Agreement.

SECTION 2.04 Title to Subject Shares. The Principal Stockholder is the legal and beneficial owner of its Subject Shares free and clear of all Liens.

SECTION 2.05 Reliance by the Company and Purchasers. The Principal Stockholder understands and acknowledges that the Company and the Purchasers are entering into the Purchase Agreement and other Transactional Documents in reliance upon the Principal Stockholder’s execution and delivery of this Agreement.

 

       (a)  In the event that, in connection with any regular or special meeting of shareholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the shareholders upon which a vote or other approval with respect to the Financing Transaction is sought, the Principal Stockholder shall vote (or cause to be voted), in person or by proxy, the Subject Shares (and each class thereof) held by the Principal Stockholder (i) in favor of the approval of the Financing Transaction; and (ii) approval of the potential issuance of greater than 20% of the then outstanding common stock at a price less than the market value. Any such vote shall be cast in accord ance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. The Principal Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or in violation of the provisions and agreements contained in this Section 4.01(a)

SECTION 5.01 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier service, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 5.01):

SECTION 5.02 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 5.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as close ly as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 5.04 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement may not be amended or modified except in an instrument in writing signed by, or on behalf of, the parties hereto.

SECTION 5.05 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

SECTION 5.06 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

SECTION 5.07 Disputes. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court in New York.

SECTION 5.08 No Waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 5.09 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

SECTION 5.10 Waiver of Jury Trial. Each of the parties hereto irrevocably and unconditionally waives all right to trial by jury in any action, proceeding or counterclaim (whether based in contract, tort or otherwise) arising out of or relating to this Agreement or the Actions of the parties hereto in the negotiation, administration, performance and enforcement thereof.

SECTION 5.11 Purchase Agreement. All references to the Purchase Agreement herein shall be to such agreement as may be amended by the parties thereto from time to time.