Execution Version
VOTING ANDSUPPORT AGREEMENT
VOTING ANDSUPPORT AGREEMENT(this“Agreement”),datedasofMay 23, 2017, isbyandamongExpo Holdings I Ltd,anexemptedcompany with limited liability incorporated under theLaws of theCaymanIslands(“Parent”),Expo Holdings II Ltd.,anexemptedcompany with limited liability incorporated under theLaws ofBermudaand a whollyowned Subsidiary ofParent as a company limited by shares(“AmalgamationSub”)and Miriam Hinrich(the “Shareholder”).
WHEREAS,theShareholder is,as of the date hereof, therecordand beneficial owner (for purposes of this Agreement, “beneficial owner” (including“beneficially own”and othercorrelative terms) shall have the meaningsetforth inRule 13d-3 promulgated under theSecurities Exchange Act of 1934,asamended(together with therulesandregulations promulgated thereunder, the“Exchange Act”))of the number ofShares ofGlobal Sources Ltd.,anexemptedcompany with limited liability incorporated under theLaws ofBermudaas a company limited by shares (the“Company”),assetforth opposite the name of theShareholder inSchedule I hereto;
WHEREAS,Parent, AmalgamationSub,and theCompany haveenteredintoan AmalgamationAgreement, datedas of thedate hereof(as may beamended,restated, supplemented or otherwise modifiedfrom time to time, the“Amalgamation Agreement”), which provides,amongother things,for theamalgamation of AmalgamationSuband theCompany(the“Amalgamation”) with theamalgamatedcompanyresultingfrom the Amalgamation beinganexemptedcompany incorporated under theLawsofBermudaand becoming a wholly owned Subsidiary ofParentas aresult of the Amalgamation, pursuant to the termsandconditions setforth in the Amalgamation Agreement(capitalized terms used herein without definition shall have therespective meanings specified in the Amalgamation Agreement);and
WHEREAS,as acondition to the willingness ofParentand AmalgamationSub toenter into the Amalgamation Agreementandasan inducementand inconsideration therefor,Parentand AmalgamationSub haverequired thattheShareholder,andthe Shareholder has(in theShareholder’scapacityas arecordand beneficial owner of theShareholderSecuritiesas defined below)agreed to,enter into this Agreement.
NOW, THEREFORE, inconsideration of theforegoingand the mutualcovenantsandagreements setforth herein,and intending to be legally bound hereby, theparties heretoagreeasfollows:
SECTION 1. RepresentationsandWarranties ofShareholder. TheShareholder(in theShareholder’scapacityas arecordand beneficial ownerof theShareholderSecurities) herebyrepresentsandwarrants toParentand AmalgamationSubasfollows:
| (a) | As of the time ofexecution of this Agreement, theShareholder(i) is therecordand beneficial owner of theShares(together withanyShares whichtheShareholder mayacquireatany time in thefuture during the term ofthis Agreement, the“ShareholderSecurities”) setforth opposite suchShareholder’sname onSchedule I to thisAgreementand(ii)exceptas setforth inSchedule I to this Agreement,neither holds nor hasany beneficial ownership interest inany otherCompanySecurities. |
| (b) | The Shareholderhas the legalcapacity toexecuteand deliver thisAgreementand toconsummate the transactionscontemplated hereby. |
| (c) | This Agreement hasbeen dulyexecutedand deliveredby theShareholderand,assuming thisAgreementconstitutes a legal, validand binding obligation ofParentand AmalgamationSub, this Agreementconstitutes a legal, validand binding obligation of theShareholder,enforceableagainst theShareholder inaccordance with its terms, subject to bankruptcy, insolvency(includingallapplicable legalrequirementsrelating tofraudulent transfers),reorganization, moratoriumand similar legalrequirements ofgeneralapplicabilityrelating to oraffectingcreditors’rightsand subject to general principles ofequity. |
| (d) | Neither the execution and delivery of this Agreement nor the consummation by the Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Shareholder is a party or by which the Shareholder or her assets are bound, except for such violations, defaults or conflicts as would not prevent or materially delay the Shareholder’s performance of her obligations under this Agreement. Assuming compliance with the applicable provisions of the PRC Anti-Monopoly Law, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Amalgamation Sub in connection with the Amalgamation Agreement and the transactions contemplated thereby are obtained or made, the consummation by the Shareholder of the transactions contemplated hereby will not (i) violate any provision of any decree, order or judgment applicable to the Shareholder or (ii) require any consent, approval, or notice under any legal requirements applicable to the Shareholder, other than as required under the Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay the Shareholder’s performance of her obligations under this Agreement. |
| (e) | The Shareholder Securities held by the Shareholder, and the certificates, if any, representing the Shareholder Securities held by the Shareholder are now, and, subject toSECTION 3(b), at all times during the term hereof will be, held by the Shareholder, free and clear of all liens and encumbrances, except for any such liens or encumbrances arising hereunder and any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”). |
| (f) | The Shareholder has full voting power, with respect to her Shareholder Securities, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of her Shareholder Securities. The Shareholder Securities held by the Shareholder are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities. |
| (g) | As of the time ofexecution of this Agreement, there is no Action pendingor, to the knowledge of theShareholder, threatenedagainst theShareholderat law orequity before orbyany Governmental Authority thatcouldreasonably beexpected to impair or materiallydelay the performanceby theShareholder of her obligations under this Agreementor otherwiseadversely impact theShareholder’sability toperform her obligations hereunder. |
| (h) | The Shareholderhasreceivedandreviewed acopy of the Amalgamation Agreement.The Shareholder understandsandacknowledges thatParentand AmalgamationSubareentering into the Amalgamation Agreement inreliance upon theShareholder’sexecution, deliveryandperformanceof this Agreement. |
| (i) | No broker, investment bank, financial advisor or other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Shareholder. |
SECTION 2. RepresentationsandWarranties ofParentand AmalgamationSub. Each ofParentand AmalgamationSub hereby, jointlyand severally,representsand warrants to theShareholder asfollows:
| (a) | Each of Parent and Amalgamation Sub is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and each of Parent and Amalgamation Sub has the corporate power and authority, as the case may be, to execute and deliver and perform its obligations under this Agreement and the Amalgamation Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Amalgamation Agreement. |
| (b) | This Agreementand the AmalgamationAgreement have been dulyauthorized,executedand deliveredbyeach ofParentand AmalgamationSub,and,assuming thisAgreementand the Amalgamation Agreementconstitute legal, validand binding obligations of the other partiesthereto,constitute the legal, validand binding obligations ofeachofParentand AmalgamationSub,areenforceableagainsteach of them inaccordance with their terms, subject to bankruptcy, insolvency(includingall legalrequirementsrelating tofraudulent transfers),reorganization, moratoriumand similarLaw ofgeneralapplicabilityrelating tooraffectingcreditors’rightsand subject togeneral principlesofequity. |
| (c) | Assumingcompliance with theapplicable provisions of thePRC Anti- MonopolyLaw, theexecutionand delivery of this Agreementand the AmalgamationAgreementbyeach ofParentand AmalgamationSub,and theconsummation of the transactionscontemplatedby thisAgreementand the AmalgamationAgreement, will not:(i)cause a violation, or a default,byParent or AmalgamationSub ofanyapplicable legalrequirement or decree,order or judgmentapplicable toParent or AmalgamationSub, or to whicheitherParent or AmalgamationSub is subject; or(ii)conflict with,result in a breachof, orconstitute a default on the part ofParent or AmalgamationSub underanycontract, trust,commitment,agreement, understanding,arrangement orrestriction ofany kind to whicheitherParent or AmalgamationSub is a partyorby whicheitherParent or AmalgamationSub or theirrespectiveassetsare bound,exceptfor such violations, defaults orconflictsas would not, individuallyor in theaggregate,prevent ormaterially delay the performancebyeitherParent or AmalgamationSub oranyoftheir obligations under this Agreementand the Amalgamation Agreement. Exceptas may berequiredby the Exchange Act,any“anti-takeover” laws, theBermuda Companies Act, inconnection with thePRC Anti-MonopolyLawandas otherwise provided in the AmalgamationAgreement, neitherParent nor AmalgamationSub, norany ofParent’s other Affiliates, isrequired to makeanyfiling with orgiveany notice to, or to obtainanyconsent orapprovalfrom,anypersonat or prior to theconsummation of the transactionscontemplated inconnection with theexecutionand delivery of this Agreement or theAmalgamation AgreementbyParent or AmalgamationSub or theconsummationbyParent or AmalgamationSub of the Amalgamationand the other transactionscontemplatedby the AmalgamationAgreement,other than suchfilings, notifications,approvals, notices orconsents that,if not obtained, made orgiven, would not, individually or in theaggregate, prevent or materially delay the performancebyeitherParent or AmalgamationSub ofanyof their obligations under thisAgreementand the Amalgamation Agreement. |
SECTION 3. Transfer of theShares;Other Action.
| (a) | Prior to the Termination Date,exceptas otherwiseexpressly providedherein(including pursuant to thisSECTION 3 orSECTION 4) or in the AmalgamationAgreement,theShareholder shall not,and shallcauseeach of herSubsidiaries(ifany)not to:(i) transfer,assign, sell,gift-over, hedge, pledge or otherwise dispose(whetherby sale, liquidation, dissolution, dividend or distribution) of,enter intoanyderivativearrangement withrespect to, orcreateany lien orencumbrance(other thanPermitted Encumbrances) on orenter intoanyagreement withrespect toany of theforegoing(“Transfer”),any orall of herShareholderSecurities;(ii)enter intoanycontract, option or otheragreement,arrangement or understanding withrespect toany Transfer;(iii)grantany proxy, power-of-attorneyor otherauthorization orconsent withrespect toanyof herShareholderSecurities withrespect toany matter that is incontravention of the obligations of theShareholder under thisAgreement withrespect to herShareholderSecurities;(iv) depositany of herShareholderSecurities into a voting trust, orenter into a votingagreement orarrangement withrespect toany of suchShareholderSecurities incontravention of the obligations of theShareholder under thisAgreement withrespect to herShareholderSecurities; or(v) takeorcause the taking ofany otheraction that wouldrestrict or prevent the performanceof theShareholder’s obligations hereunder or the transactionscontemplated hereby. Anyaction taken in violation of theforegoing sentence shall be nulland voidab initio.Ifany involuntary Transfer ofany of theShareholderSecurities heldbytheShareholder shall occur(including, but not limited to, a saleby theShareholder’strustee inany bankruptcy, or a saleto a purchaseratanycreditor’s orcourt sale),the transferee(which term,as used herein, shall includeanyandall transfereesand subsequent transferees of the initial transferee) shall takeand hold suchShareholderSecurities subject toall of therestrictions, liabilitiesandrights under this Agreement, which shallcontinue infullforceandeffect until the Termination Date. |
| (b) | The Shareholder agrees that it will not exercise any appraisal rights available to the Shareholder with respect to the Amalgamation pursuant to Section 106 of the Bermuda Companies Act. |
SECTION 4. Voting ofShares.
| (a) | Prior to the Termination Date,and without inany way limiting theShareholder’sright to vote herShareholderSecurities in her sole discretion onany other matters not setforth inSECTION4(a)(ii) that maybe submitted to a shareholdervote,consent or otherapproval,ateveryannual, special or other meeting of theCompany’s shareholderscalled withrespect toanyof thefollowing,andateveryadjournment or postponement thereof,theShareholder(in theShareholder’scapacityas aholder of herShareholderSecurities) shall, or shallcause the holder ofrecord onanyapplicablerecord date to,(i)attendeach such meeting or otherwisecauseall of theShareholder’sShareholderSecuritiesentitled tovote to becountedaspresent thereatfor purposesofcalculating a quorumand(ii) voteallShareholderSecurities, beneficiallyownedby theShareholderandentitled to vote(A) in favor of the approval and the Company’s adoption of the Bye-Laws Amendments,(B) infavor of theadoption of the AmalgamationAgreementand theapproval of the Amalgamationand the other transactionscontemplatedby the Amalgamation Agreement,and(C)against(x)anyaction oragreement whichwouldreasonablybeexpectedto materially impede, interfere, delay discourageoradverselyaffect the Amalgamation Agreement, the Amalgamation or this Agreement,(y)anyAcquisitionProposaland(z)anyaction, proposal, transaction oragreement thatwouldreasonablybeexpected toresult in a material breach ofanycovenant,representation or warranty orany other obligation oragreement of theShareholder underthis Agreement. Any votebytheShareholder that is not inaccordance with thisSECTION 4(a) will be nulland void. |
| (b) | Notwithstanding theforegoing,the Shareholder shallretainatall times theright to vote theShareholderSecurities heldby herin her sole discretionand withoutany other limitation on those matters other than those setforth inSECTION4(a)(ii) thatareatany time orfrom time to time presentedforconsideration to theCompany’s shareholders. |
| (c) | The obligations setforth in thisSECTION 4 shallapply to theShareholder unlessand until the Termination Date shall haveoccurred,at which time suchobligations shall terminateand be of nofurtherforce oreffect. |
SECTION 5. No Solicitation. The Shareholder shall not, nor shall it, subject to the provisions ofSECTION 6, direct, authorize or permit any of her Representatives to and shall use her reasonable best effort to cause her Representatives not to, directly or indirectly, take any action that would violate Section 7.04 of the Amalgamation Agreement if the Shareholder were deemed a “Representative” of the Company for purposes of such Section 7.04 of the Amalgamation Agreement.
SECTION 6. Directorsand Officers.Notwithstandingany provision of this Agreement to thecontrary, thisAgreement shallapply totheShareholder solely in hercapacityas a holder of herShareholderSecuritiesand/or otherCompanySecurities in theCompanyand not in theShareholder’s oranypartner, officer,employee or Affiliate of theShareholder’scapacityas a director, officer oremployeeof theCompanyorany of its Subsidiaries.Notwithstandingany provision of this Agreement to thecontrary, nothing in this Agreement shall(orrequiretheShareholder oranypartner, officer,employee or Affiliate oftheShareholder toattempt to) limit orrestrictanyactions or omissions ofany suchperson in his or hercapacityas a directorand/or officer of theCompany orany of its Subsidiaries orfromfulfilling the dutiesand obligations of such office, including in theexercise of his or herfiduciary dutiesas a directorand/or officerof theCompany or any of its Subsidiaries or prevent or beconstrued tocreateany obligation on the partofany directorand/or officer of theCompanyorany of its Subsidiaries from takinganyaction in his or hercapacityas such directorand/or officer.
SECTION 7. Further Assurances. Each party shallexecuteand deliveranyadditional documentsand take suchfurtheractions thatarereasonablynecessary tocarry outall of its obligations under the provisions hereof.
SECTION 8. Termination.
| (a) | This Agreement,andallrightsand obligations of the parties hereunder, shall terminate immediately, withoutany noticeor otheractionbyanyperson, upon theearliest to occur of thefollowing(the dateofsuch termination, the“Termination Date”): |
| (i) | the Effective Time; |
| (ii) | the termination of the Amalgamation Agreement in accordance with its terms; |
| (iii) | anychange to the terms of the Amalgamation without the prior writtenconsent oftheShareholderthat(A)reduces thePerShare AmalgamationConsideration oranyconsideration otherwisepayable withrespect to theCompanySecurities beneficially ownedbytheShareholder (subject toadjustments incompliance withSection 3.01(c) of the Amalgamation Agreement),(B)changes theform ofconsideration payable in the Amalgamation oranyconsideration otherwisepayable withrespect to theCompanySecurities beneficially ownedbytheShareholder or(C) otherwise materiallyamends the AmalgamationAgreement in a manneradverse to theShareholder relative to the other shareholders of theCompany; or |
| (iv) | the mutual writtenconsent ofParent, theCompanyand theShareholder. |
| (b) | Upon termination of this Agreement, all obligations of the parties hereto under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof,provided however, that the termination of this Agreement shall not relieve any party hereto from liability from any willful and material breach prior to such termination. |
| (c) | SECTION8(b),SECTION 9andSECTION 12 hereof shall survive the termination of this Agreement. |
SECTION 9. Expenses.Allfeesandexpenses incurred inconnection with the negotiationandexecution of this Agreementandthe transactionscontemplated hereby shall be paidby the party incurring suchfeesandexpenses, whetheror not theAmalgamation isconsummated.
SECTION 10. Public Announcements.Parent, AmalgamationSubandtheShareholder(in itscapacityas aShareholder of theCompanyand/or signatory to this Agreement) shall onlymake publicannouncementsregarding thisAgreementand the transactionscontemplated hereby thatareconsistent with the public statements madeby theCompanyandParent inconnection with this Agreement, the Amalgamation Agreementand the transactionscontemplated thereby, without the prior writtenconsent ofthe other party. TheShareholder(i)consents toandauthorizes(x) the publicationand disclosureby theCompany,Parentand theirrespective Affiliates of its identityand beneficial ownership of theShareholderSecuritiesand the nature of itscommitments, obligations,arrangementsand understandings under this Agreement in theProxyStatement,anycurrentreport of theCompany onForm 6-Kandany other documentsrequired to befiledby theSEC or other Governmental Authority;provided that,Parent shall provide theShareholder and theircounselreasonable opportunity toreviewandcomment thereon,andParent shallgivereasonableconsideration toany suchcommentsand(y) thefilingby theCompany,Parentand theirrespective Affiliates of this Agreementasanexhibit to theextentrequired to befiled with theSEC orany Governmental Authorityrelating to theAmalgamationand(ii)agrees promptly togive to theCompanyandParentany informationit mayreasonablyrequirefor the preparation ofany suchdisclosure documents.Parentconsents toandauthorizes the publicationand disclosureby theShareholder of the nature of theircommitmentsand obligations under thisAgreementand such other mattersas may berequired inconnection with the Amalgamation inanyForm 4,Schedule 13D,Schedule 13G or other disclosurerequiredby theSEC orother Governmental Authority to be madeby theShareholder inconnection with the Amalgamation;provided that, theShareholder shall provideParentand itscounselreasonable opportunity toreviewandcomment thereon,and theShareholder shallgivereasonableconsideration toany suchcomments.
SECTION 11. Adjustments.In theevent(a) ofreclassification, share split(including areverse share split),combination, share dividend or distribution,recapitalization, subdivision, merger, issuer tender orexchangeoffer, or other similar transaction or(b) thattheShareholder shall become the beneficial owner ofanyadditionalCompanySecurities, then the terms of thisAgreement shallapply to theCompanySecurities heldby theShareholder immediatelyfollowing theeffectiveness of theevents described inclause(a) or theShareholder becoming thebeneficial ownerthereofas described inclause(b),as though, ineithercase, they wereShareholderSecurities hereunder.In theevent thattheShareholder shall become the beneficial owner ofany othersecuritiesentitling the holder thereof to vote orgiveconsent withrespect to the matters setforth inSECTION 4(a)(ii)hereof, then the terms ofSECTION 4 hereof shallapply to such other securitiesas thoughthey wereShareholderSecurities hereunder.
SECTION 12. Miscellaneous.
| (a) | Notices. All notices,requests,claims, demandsand othercommunications hereunder shall be in writingand shall begiven(and shall be deemed to have been dulygiven uponreceipt)bydelivery in person,byfacsimile ore-mail orbyregisteredorcertified mail(postage prepaid,returnreceiptrequestedand providing proof of delivery) to therespective parties heretoat thefollowingaddresses,facsimile numbers oremailaddressesasfollows(orat such otheraddress,facsimile number oremailaddressfor apartyas shall be specifiedby like notice): |
IftoShareholder,to:
7/F, 119A Repulse Bay Road, Hong Kong
Attention: Miriam Hinrich
IftoParentorAmalgamationSub,to:
Expo Holdings I Ltd
Expo Holdings II Ltd.
c/o The Blackstone Group
345 Park Avenue
New York, NY 10054
USA
Attention: John G. Finley
Facsimile: +1 646 253 8983
and
The Blackstone Group (HK) Limited
Two International Finance Centre
Suite 901, 9th Floor, 8 Finance Street
Central, Hong Kong
Attention: Susannah Lindenfield
Facsimile: +852 3656 8601
with acopy to(which shall notconstitute notice):
Kirkland & Ellis
26thFloor, GloucesterTower, TheLandmark, 15 Queen’sRoadCentral, Hong Kong
Attention: GaryLi
Facsimile:+852 3761 3301
Email:gary.li@kirkland.comand
Kirkland & Ellis LLP
601Lexington Avenue
New York, New York 10022
Attention: DanielWolfP.C.
Facsimile:+1 212 446 6460
Email: daniel.wolf@kirkland.com
| (b) | Headings. Thedescriptive headingscontained in this Agreementare included forconvenienceofreference onlyand shall notaffect inany way the meaning or interpretation of thisAgreement. |
| (c) | Counterparts. This Agreement may be executed and delivered (including by facsimile transmission, “.pdf,” or other electronic transmission) 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. |
| (d) | EntireAgreement, No Third-PartyBeneficiaries.This Agreement(i)constitutes theentireagreementamong theparties hereto withrespect to the subject matter hereofand supersedesall prioragreementsand understandings, both writtenand oral,among orbetweenany of the parties hereto, withrespect to the subject matter hereofand(ii) is not intended to, nor shall it,confer uponany other personanyrights, benefits orremediesofany nature whatsoeverunder orbyreason of this Agreement;provided that(x) theCompany shall beanexpress third party beneficiaryofSECTION 8(a)(v),SECTION 10andSECTION 12(j) of thisAgreementand shall beentitled toenforce suchprovisions of this Agreementand(y)each member oftheLenderGroup(asdefined in the AmalgamationAgreement) shall beanexpress third partybeneficiaryof thisSECTION 12(d)of this Agreementand shall beentitled toenforce such provisions of this Agreement. |
| (e) | GoverningLaw,Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to the Laws that might otherwise govern under applicable principles of conflicts of law. The parties to this Agreement irrevocably (i) submit to the exclusive jurisdiction of the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, (ii) agree that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding shall not be brought or is not maintainable in said courts or that the venue thereof shall not be appropriate or that this Agreement or any such document shall not (as a result of a lack of personal jurisdiction) be enforced in or by such courts, and (iv) agree that all claims with respect to such action or proceeding may be heard and determined in such a Delaware state or federal court. Notwithstanding the foregoing, the parties hereto agree that the exclusive jurisdiction provided for in this section shall not apply to an action to enforce any judgment obtained in connection with this Agreement, both of which the parties hereto agree may be brought in any court of competent jurisdiction. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided inSECTION 12(a) or in such other manner as may be permitted by applicable Laws, shall be valid and sufficient service thereof. |
| (f) | Waiver ofJury Trial. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION 12(f). |
| (g) | Assignment. ThisAgreement shall not beassignedby operation of lawor otherwise without the prior writtenconsent ofeach of the other parties hereto,andanyassignment without suchconsent shall be nulland void;provided,however, thatParentand AmalgamationSub mayassign, in their sole discretionand without theconsent ofany other party,anyorall of theirrights, interestsand obligations hereunder toeach otheror to one or more Affiliates ofParent inconnection with theassignment of therights, interestsand obligations ofParentand/or AmalgamationSub under the Amalgamation Agreement to such Affiliates ofParent inaccordance with the terms of the AmalgamationAgreement,andany suchassignee may thereafterassign, in its sole discretionand without theconsent ofany other party,any orall of itsrights, interestsand obligations hereunder to oneor more Affiliates ofParent inconnection with theassignment of therights, interestsand obligations of suchassignee under the AmalgamationAgreement to suchadditional Affiliates ofParent inaccordance with the terms of the Amalgamation Agreement;provided, that no suchassignment shallrelieveParent or AmalgamationSub ofany of theirrespective obligations under this Agreement.Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of,and beenforceableby, the partiesheretoand theirrespective successorsandassigns. |
| (h) | SeverabilityofProvisions.Ifany termor other provision of this Agreement isfoundby acourtofcompetent jurisdiction to be invalid, illegal or incapable of beingenforcedbyanyrule ofLaw orpublic policy,all otherconditionsand provisions of this Agreement shall neverthelessremain infullforceandeffect so longas theeconomic or legal substanceof the transactionscontemplated hereby is notaffected inanymanneradverse toany partyhereto. Upon such determination thatany term or other provision is invalid, illegal or incapable of beingenforced, theparties hereto shall negotiate ingoodfaith to modify this Agreement soas toeffect theoriginal intent of the parties heretoascloselyas possible inanacceptable manner to theend that the transactionscontemplated herebyarefulfilled to thefullestextent possible. |
| (i) | SpecificPerformance.The parties heretoagree that irreparabledamagefor which monetary damages,even ifavailable, would not beanadequateremedy would occur in theevent that the parties hereto do not perform the provisions of this Agreement(includinganyparty heretofailing to take suchactionsasarerequiredof it hereunder in order toconsummate the transactionscontemplatedby this Agreement) inaccordancewith its specified terms or otherwise breach such provisions. The parties heretoacknowledgeandagreethat,(A) the parties hereto will beentitled, inaddition toany otherremedy to which theyareentitledat law or inequity, toan injunction, specific performanceand otherequitablerelief to prevent breaches(or threatenedbreaches) of thisAgreementand toenforce specifically the termsand provisions hereof;and(B) theright of specificenforcement isan integralpart of theAgreementand without thatright,Parent would not haveentered into this Agreement.It isaccordinglyagreed thateach partyhereto shall beentitledtoan injunction or injunctions to prevent breaches of this Agreementand toenforce specifically thetermsand provisions of this Agreement, this being inaddition toany otherremedy to which theyareentitledat law or inequityandanyparty hereto seekingan injunction or injunctions to prevent breachesof this Agreementand toenforce specifically thetermsand provisions of this Agreement will not berequired to provideany bond or other security inconnection with such injunction orenforcement,andeach party hereto irrevocably waivesanyright that it may have torequire the obtaining,furnishing or posting ofany such bondor other security. |
| (j) | Amendment. Noamendment or modification of this Agreement shall beeffective unless it shall be in writingand signedbyeach of the partiesheretoand theCompany,andno waiver orconsent hereunder shall beeffectiveagainstany partyhereto unless it shall be in writingand signedby such party. Noamendments or modifications to the provisions ofSECTION 12(d) orSECTION 12(e) shall be permitted in a mannermateriallyadverse toanymember of the Lender Group without the prior writtenconsent of suchmember of the Lender Group(which shall not be unreasonably withheld,conditioned or delayed). |
| (k) | Binding Nature. ThisAgreement shall be binding upon,and shall beenforceablebyand inure solely to the benefit of,the parties heretoand theirrespective successorsand permittedassigns. |
| (l) | NoRecourse.Parentand AmalgamationSubagree thattheShareholder(in hercapacityas a holder ofCompanySecurities) will not be liableforclaims, losses, damages,expensesand other liabilities or obligationsresultingfrom orrelated to the Amalgamation Agreement or theAmalgamation(other thanany liabilityforclaims, losses, damages,expensesand other liabilities or obligations solely to theextentarising under,and inaccordance with the terms of, this Agreement), including theCompany’s breach of the Amalgamation Agreement. |
| (m) | NoPresumption. This Agreement shall beconstruedas if drafted jointlyby the parties hereto,and no presumption or burden of proof shallarisefavoringor disfavoringany partyheretoby virtueof theauthorship ofany provisions of this Agreement. |
| (n) | No Agreement Until Executed. ThisAgreementshall not beeffective unlessand until(i) the Amalgamation Agreement isexecutedbyall parties theretoand(ii) this Agreement isexecutedbyall partieshereto. |
| (o) | No OwnershipInterest.Exceptas otherwise specifically provided herein, nothingcontained in this Agreement shall be deemed to vest inParent or AmalgamationSubanydirect or indirect ownership or incidenceof ownership of or withrespect to theShareholderSecurities. Allrights, ownershipandeconomic benefits ofandrelating to theShareholderSecurities heldbytheShareholder shallremain vested inand belong totheShareholder,and neitherParent nor AmalgamationSub shall haveanyauthority to manage, direct,restrict,regulate,govern, oradministerany of thepolicies or operations of theCompanyorexerciseany power orauthority to directtheShareholder in the voting ofanyof theShareholderSecurities heldby suchShareholder,exceptas otherwise specificallyprovided herein. |
[Signature pages follow]
INWITNESSWHEREOF,Parent, AmalgamationSubandShareholderhavecaused this Agreement to be dulyexecutedand deliveredas of the datefirst writtenabove.
Expo Holdings I Ltd
By:/s/Christopher Placca
Name: Christopher Placca
Title: Authorized Signatory
[Signature Page to VotingandSupport Agreement]
INWITNESSWHEREOF,Parent, AmalgamationSubandShareholderhavecaused this Agreement to be dulyexecutedand deliveredas of the datefirst writtenabove.
Expo Holdings II Ltd.
By:/s/Christopher Placca
Name: Christopher Placca
Title: Authorized Signatory
[Signature Page to VotingandSupport Agreement]
INWITNESSWHEREOF,Parent, AmalgamationSubandShareholderhavecaused this Agreement to be dulyexecutedand deliveredas of the datefirst writtenabove.
Miriam Hinrich
By:/s/Miriam Hinrich
[Signature Page to VotingandSupport Agreement]
SCHEDULE I
| NAME | COMPANY COMMONSTOCK | |
| Miriam Hinrich | 288,254 |
