Proxy Agreement. Beijing Tixian and its shareholders have entered into a proxy agreement with Reshuffle Technology, under which each shareholder of Beijing Tixian irrevocably undertakes to execute powers of attorney to persons designated by Reshuffle Technology that irrevocably authorize them to vote as the shareholders' attorneys-in-fact on all matters of Beijing Tixian requiring shareholder approval, including the appointment and election of board members and senior management members. The proxy agreement became effective upon execution and, according to its terms, will remain in effect until it is terminated by the written agreement of the parties or by the non-breaching party in the event of a breach.
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Sources: Merger Agreement (Youku Inc.), Merger Agreement (Tudou Holdings LTD)