Common use of Voting of Securities Clause in Contracts

Voting of Securities. From and after the Closing Date until the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Period, in any vote or action by written consent of the shareholders of the Company, except as provided by Section 5.4, the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is entitled to vote or execute a written consent (A) in accordance with the recommendation of a majority of the Company's board of directors, solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company's board of directors; (ii) the approval of the Company's auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company's board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company's definitive proxy statement; and (vi) subject to the Company's compliance with Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of ▇▇▇▇▇ Bros. Advisors LP and ▇▇▇▇▇▇▇▇▇ Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company's ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreement.

Voting of Securities. From (a) Purchaser hereby agrees that, prior to the earlier to occur of the termination of the Merger Agreement or the consummation of the Merger, at any meeting of the stockholders of the Company (and at every adjournment and postponement thereof), however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by the Board of Directors of the Company, Purchaser shall cause the Common Shares to be voted proportionally with the balance of the votes cast at such meeting of stockholders or in connection with such written consent of stockholders of the Company on all matters relating to the Merger, the execution and delivery by the Company of the Merger Agreement, the adoption and approval of the Merger Agreement and the terms thereof, and each of the other actions contemplated by the Merger Agreement at such meeting of stockholders or in connection with such written consent of stockholders of the Company. (b) Commencing with the first stockholder vote or written consent after the Closing Date until Merger Termination Date, Purchaser hereby further agrees that, prior to the later earlier of (i) the fifth (5th) anniversary of the Closing Date and date hereof or (ii) the expiration first date after the Closing on which Purchaser holds less than five percent (5.0%) of the Standstill Period, in any vote or action by written consent of the shareholders outstanding Common stock of the Company, except as provided by Section 5.4, at any meeting of the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities stockholders of the Company as (and at every adjournment and postponement thereof), however called, and in any written action by consent of stockholders of the Company, Purchaser shall cause the Common Shares or any portion thereof it holds of record on the applicable record date to which it is entitled to vote or execute a written consent (A) be voted either, at Purchaser’s sole discretion, in accordance with the recommendation recommendation(s) of a majority the Board of Directors of the Company set forth in the applicable definitive proxy materials or information statement on all matters not identified in Section 8.4(a) above or proportionally with the balance of the votes cast at such meeting of stockholders or in connection with such written consent of stockholders of the Company's board of directors, solely with respect to . (ic) the election of directors, provided that such directors are unanimously recommended by the Company's board of directors; (ii) the approval Each certificate representing any of the Company's auditor; (iii) Common Shares bear the approval offollowing legend until Purchaser’s obligations under this Section 8.4 have expired: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST TO SOLEXA, on a non-binding, advisory basis, the compensation of the Company's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company's board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company's definitive proxy statement; and (vi) subject to the Company's compliance with Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of ▇▇▇▇▇ Bros. Advisors LP and ▇▇▇▇▇▇▇▇▇ Capital Management, Ltd. and parties affiliated with each of them (the “Existing ShareholdersINC. AT ITS PRINCIPAL PLACE OF BUSINESS.”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company's ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreement.

Voting of Securities. From and after the Closing Date until the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Period, in any vote or action by written consent of the shareholders of the Company, except as provided by Section 5.4, the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is entitled to vote or execute a written consent (A) in accordance with the recommendation of a majority of the Company's ’s board of directors, including the Designated Director, solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company's ’s board of directors, excluding the Designated Director; (ii) the approval of the Company's ’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company's ’s named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company's ’s board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company's ’s definitive proxy statement; and (vi) subject to the Company's ’s compliance with Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of ▇▇▇▇▇ Bros. Advisors LP and ▇▇▇▇▇▇▇▇▇ Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company's ’s ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreement. In furtherance of this Section 5.3, the Investor shall, and shall cause its Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which the Investor or Affiliate of the Investor is entitled to vote, in the manner and with respect to the matters set forth in this Section 5.3. The Investor acknowledges, and shall cause its Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor or Affiliate of the Investor, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor or its Affiliate, as applicable, to the extent it is inconsistent herewith. Notwithstanding the foregoing, the irrevocable proxy shall be effective if, at any annual or special meeting of the shareholders of the Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.3, in each case at least five (5) Business Days prior to the proxy voting deadline for such shareholders’ meeting (or within five (5) Business Days prior to the proxy voting deadline for an action to be taken by written consent in lieu of such shareholders’ meeting). Such proxy shall terminate upon the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Period.

Voting of Securities. From and after During the Closing Date until the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill PeriodVoting Agreement Term, other than as permitted by Section 5.2 with respect to Extraordinary Matters, in any vote or action by written consent of the shareholders stockholders of the CompanyCompany (including, except as provided by Section 5.4without limitation, with respect to the election of directors), the Investor shall, and shall cause its Affiliates any Permitted Transferees to, vote or execute a written consent with respect to the Purchased Shares, in the sole discretion of the Investor, either (a) in accordance with the recommendation of the Company’s Board of Directors or (b) in the case of a meeting of stockholders, if the Investor or a Permitted Transferee has delivered written notice to the Company at any time prior to the vote on any given matter (but in any event not less than five (5) Business Days prior to such vote), setting forth its intent to vote pursuant to this clause (b), in the same proportion as the votes cast by all other holders of all classes of voting securities of the Company (as estimated by the inspector of election immediately prior to the closing of the polls with respect to the vote on any given matter, subject to adjustment for the inspector of election’s final tabulation of votes cast). In the event that the Investor or a Permitted Transferee does not deliver timely written notice to the Company as provided in Section 5.1(b), such Person shall be deemed to have elected to vote the Purchased Shares of the Company as to which it is entitled to vote as provided in clause (a) above. In furtherance of this Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be limited to the Chairman, Chief Executive Officer, Chief Financial Officer or execute a written consent Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (Aor cause to be voted) in such manner as set forth in this Section 5.1 (but in any case, (i) in accordance with any written instruction from the recommendation of a majority of the Company's board of directorsInvestor, solely properly delivered under this Section 5.1, to vote as contemplated by clause (b) above, and (ii) excluding any matter that is an Extraordinary Matter described in Section 5.2) with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (i) the election “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of directors, provided that such directors are unanimously recommended the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by the Company's board of directors; (ii) Investor which is inconsistent herewith. Notwithstanding the approval foregoing, the Irrevocable Proxy shall be effective if, at any annual or special meeting of the Company's auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company's board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company's definitive proxy statement; and (vi) subject to the Company's compliance with Section 5.16, the authorization stockholders of the Company and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its underwritersvoting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.1, in their sole discretioneach case at least two (2) Business Days prior to the date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor shall cause any Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, to allocate to each substantially in the form of ▇▇▇▇▇ Bros. Advisors LP Exhibit A attached hereto, and ▇▇▇▇▇▇▇▇▇ Capital Managementirrevocably appoint the Company and any individuals designated by the Company, Ltd. and parties affiliated with each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 5.1 (the “Existing ShareholdersPermitted Transferee Irrevocable Proxy”). The Investor acknowledges, up and shall cause any Permitted Transferees to a maximum amount acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of shares in order such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to maintain the same shareholding percentage of each revoke and render void any prior proxy as to any voting securities of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided thatCompany heretofore granted by such Permitted Transferee, to the extent permissible it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the HK Listing Rules Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 5.1. In the event the Company's ability ’s stockholders are permitted to obtain any necessary waiver thereunder act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation govern the voting of the Investor’s and its Permitted Transferees’ Shares of Then Outstanding Common Stock as closely as practicable to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreementforegoing.

Voting of Securities. From and after During the Closing Date until the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill PeriodVoting Agreement Term, other than as permitted by Section 5.2 with respect to Extraordinary Matters, in any vote or action by written consent of the shareholders stockholders of the CompanyCompany (including, except as provided by Section 5.4without limitation, with respect to the election of directors), the Investor shall, and shall cause its Affiliates any Permitted Transferees to, vote or execute a written consent with respect to the Purchased Shares, in the sole discretion of the Investor, either (a) in accordance with the recommendation of the Company’s Board of Directors or (b) in the case of a meeting of stockholders, if the Investor or a Permitted Transferee has delivered written notice to the Company at any time prior to the vote on any given matter (but in any event not less than five (5) Business Days prior to such vote), setting forth its intent to vote pursuant to this clause (b), in the same proportion as the votes cast by all other holders of all classes of voting securities of the Company (as estimated by the inspector of election immediately prior to the closing of the polls with respect to the vote on any given matter, subject to adjustment for the inspector of election’s final tabulation of votes cast). In the event that the Investor or a Permitted Transferee does not deliver timely written notice to the Company as provided in Section 5.1(b), such Person shall be deemed to have elected to vote the Purchased Shares of the Company as to which it is entitled to vote as provided in clause (a) above. In furtherance of this Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be limited to the Chairman, Chief Executive Officer, General Counsel or execute a written consent Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (Aor cause to be voted) in such manner as set forth in this Section 5.1 (but in any case, (i) in accordance with any written instruction from the recommendation of a majority of the Company's board of directorsInvestor, solely properly delivered under this Section 5.1, to vote as contemplated by clause (b) above, and (ii) excluding any matter that is an Extraordinary Matter described in Section 5.2) with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (i) the election “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of directors, provided that such directors are unanimously recommended the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by the Company's board of directors; (ii) Investor which is inconsistent herewith. Notwithstanding the approval foregoing, the Irrevocable Proxy shall be effective if, at any annual or special meeting of the Company's auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company's board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company's definitive proxy statement; and (vi) subject to the Company's compliance with Section 5.16, the authorization stockholders of the Company and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its underwritersvoting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.1, in their sole discretioneach case at least two (2) Business Days prior to the date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor shall cause any Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, to allocate to each substantially in the form of ▇▇▇▇▇ Bros. Advisors LP Exhibit A attached hereto, and ▇▇▇▇▇▇▇▇▇ Capital Managementirrevocably appoint the Company and any individuals designated by the Company, Ltd. and parties affiliated with each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 5.1 (the “Existing ShareholdersPermitted Transferee Irrevocable Proxy”). The Investor acknowledges, up and shall cause any Permitted Transferees to a maximum amount acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of shares in order such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to maintain the same shareholding percentage of each revoke and render void any prior proxy as to any voting securities of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided thatCompany heretofore granted by such Permitted Transferee, to the extent permissible it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the HK Listing Rules Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 5.1. In the event the Company's ability ’s stockholders are permitted to obtain any necessary waiver thereunder act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation govern the voting of the Investor’s and its Permitted Transferees’ Shares of Then Outstanding Common Stock as closely as practicable to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreementforegoing.

Voting of Securities. From and after the Closing Date until the later date of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill Periodthis Agreement, other than as permitted by Section 5.2 with respect to Extraordinary Matters, in any vote or action by written consent of the shareholders stockholders of the CompanyCompany (including, except as provided by Section 5.4without limitation, with respect to the election of directors), the Investor Purchaser Parties shall, and shall cause its their respective Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is they are entitled to vote or execute a written consent consent, in the sole discretion of the Purchaser Parties, either (Aa) in accordance with the recommendation of the Company’s Board of Directors or (b) if such Purchaser Party or Affiliate of a majority Purchaser Party has delivered written notice to the Company at any time prior to the vote on any given matter or the effective time of an action to be taken by written consent, setting forth its intent to vote pursuant to this Section 5.1(b), in the same proportion as the votes cast by all other holders of all classes of voting securities of the Company's board Company (as estimated by the inspector of directors, solely election immediately prior to the closing of the polls with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company's board of directors; (ii) the approval of the Company's auditor; (iii) the approval of, vote on a non-binding, advisory basis, the compensation of the Company's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company's board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Companyany given matter, subject to adjustment for the conditions described in inspector of election’s final tabulation of votes cast). In the Company's definitive proxy statement; and (vi) subject event that a Purchaser Party or Affiliate of a Purchaser Party does not deliver written notice to the Company's compliance with Company as provided in Section 5.165.1(b), the authorization such Person shall be deemed to have elected to vote all voting securities of the Company as to which it is entitled to vote as provided in Section 5.1(a). In furtherance of this Section 5.1, the Purchaser Parties shall, and shall cause their respective Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached hereto, and irrevocably appoint the Company or its underwritersdesignees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which such Purchaser Party or Affiliate of a Purchaser Party is entitled to vote, in the manner and with respect to the matters set forth in this Section 5.1. The Purchaser Parties acknowledge, and shall cause their sole discretionAffiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to allocate enter into this Agreement, shall be irrevocable and binding on any successor in interest of such Purchaser Party or Affiliate of such Purchaser Party, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to each of ▇▇▇▇▇ Bros. Advisors LP revoke and ▇▇▇▇▇▇▇▇▇ Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up render void any prior proxy as to a maximum amount of shares in order to maintain the same shareholding percentage of each any voting securities of the Existing Shareholders (based on the then-outstanding share capital Company heretofore granted by such Purchaser Party or Affiliate of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five yearssuch Purchaser Party, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided thatas applicable, to the extent permissible by it is inconsistent herewith. Such proxy shall terminate upon the HK Listing Rules and subject to earlier of the Company's ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization expiration or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result termination of a conflict due to the Collaboration Agreementthis Section 5.1.

Voting of Securities. From and after the Closing Date and until the later of date on which the Investor and any Permitted Transferees together beneficially own less than ten percent (i10%) the fifth (5th) anniversary of the Closing Date and Shares of Then Outstanding Common Stock (ii) the expiration of the Standstill Period, in any vote or action by written consent of the shareholders of the Company, except as provided by Section 5.4“Voting Agreement Term”), the Investor shall, and shall cause its Affiliates any Permitted Transferees to, vote or execute a written consent with respect to all voting securities the Purchased Shares, in the sole discretion of the Company as to which it is entitled to vote or execute a written consent (A) Investor, in accordance with the recommendation of a majority of the Company's board ’s Board of directors, Directors solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company's board ’s Board of directorsDirectors; (ii) the approval of the Company's ’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company's ’s named executive officers; and (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters Company’s equity compensation or share plans for employees, consultants and directors. In furtherance of Rule 13.36 of the HK Listing Rulesthis Section 5.1, the approval of Investor hereby irrevocably appoints the granting of a share issue mandate Company and any individuals designated by the Company (such designated individuals to be limited to the Company's board of directors to issuePresident and Chief Executive Officer, allot Chief Financial Officer or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders Secretary of the Company), subject and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) in such manner as set forth in this Section 5.1 with respect to the conditions described in Purchased Shares to which the Company's definitive proxy statementInvestor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (the “Irrevocable Proxy”); provided that, this Irrevocable Proxy shall only be effective and (vi) subject to exercisable if, at any annual or special meeting of the Company's compliance with Section 5.16, the authorization stockholders of the Company and at any adjournments or postponements of any such meetings, the Investor (i) fails to appear or otherwise fails to cause its underwritersvoting securities of the Company to be counted as present for purposes of calculating a quorum, or (ii) fails to vote such voting securities in accordance with this Section 5.1, in their sole discretioneach case at least five (5) Business Days prior to the date of such stockholders’ meeting. This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor-in-interest of the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Proxy shall operate to allocate revoke and render void any prior proxy as to each voting securities heretofore granted by the Investor which is inconsistent herewith. The Irrevocable Proxy shall terminate upon the expiration or termination of ▇▇▇▇▇ Bros. Advisors LP the Voting Agreement Term. The Investor shall cause any Permitted Transferee to promptly execute and ▇▇▇▇▇▇▇▇▇ Capital Managementdeliver to the Company an irrevocable proxy, Ltd. substantially in the form of Exhibit B attached hereto, and parties affiliated with irrevocably appoint the Company and any individuals designated by the Company, and each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 5.1 (the “Existing ShareholdersPermitted Transferee Irrevocable Proxy”). The Investor acknowledges, up and shall cause any Permitted Transferees to a maximum amount acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor-in-interest of shares in order such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to maintain the same shareholding percentage of each revoke and render void any prior proxy as to any voting securities of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided thatCompany heretofore granted by such Permitted Transferee, to the extent permissible it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the HK Listing Rules Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 5.1. In the event the Company's ability ’s stockholders are permitted to obtain any necessary waiver thereunder act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation govern the voting of the Investor’s and its Permitted Transferees’ Purchased Shares as closely as practicable to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreementforegoing.

Voting of Securities. From and after During the Closing Date until the later of (i) the fifth (5th) anniversary of the Closing Date and (ii) the expiration of the Standstill PeriodVoting Agreement Term, other than as permitted by Section 5.2 with respect to Extraordinary Matters, in any vote or action by written consent of the shareholders stockholders of the CompanyCompany (including, except as provided by Section 5.4without limitation, with respect to the election of directors), the Investor shall, and shall cause its Affiliates any Permitted Transferees to, vote or execute a written consent with respect to the Purchased Shares, in the sole discretion of the Investor, either (a) in accordance with the recommendation of the Company's Board of Directors or (b) in the case of a meeting of stockholders, if the Investor or a Permitted Transferee has delivered written notice to the Company at any time prior to the vote on any given matter (but in any event not less than five (5) Business Days prior to such vote), setting forth its intent to vote pursuant to this clause (b), in the same proportion as the votes cast by all other holders of all classes of voting securities of the Company (as estimated by the inspector of election immediately prior to the closing of the polls with respect to the vote on any given matter, subject to adjustment for the inspector of election's final tabulation of votes cast). In the event that the Investor or a Permitted Transferee does not deliver timely written notice to the Company as provided in Section 5.1(b), such Person shall be deemed to have elected to vote the Purchased Shares of the Company as to which it is entitled to vote as provided in clause (a) above. In furtherance of this Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be limited to the Chairman, Chief Executive Officer, General Counsel or execute a written consent Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (Aor cause to be voted) in such manner as set forth in this Section 5.1 (but in any case, (i) in accordance with any written instruction from the recommendation of a majority of the Company's board of directorsInvestor, solely properly delivered under this Section 5.1, to vote as contemplated by clause (b) above, and (ii) excluding any matter that is an Extraordinary Matter described in Section 5.2) with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (i) the election "Irrevocable Proxy"). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of directors, provided that such directors are unanimously recommended the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by the Company's board of directors; (ii) Investor which is inconsistent herewith. Notwithstanding the approval foregoing, the Irrevocable Proxy shall be effective if, at any annual or special meeting of the Company's auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company's board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company's definitive proxy statement; and (vi) subject to the Company's compliance with Section 5.16, the authorization stockholders of the Company and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its underwritersvoting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.1, in their sole discretioneach case at least two (2) Business Days prior to the date of such stockholders' meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor shall cause any Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, to allocate to each substantially in the form of ▇▇▇▇▇ Bros. Advisors LP Exhibit A attached hereto, and ▇▇▇▇▇▇▇▇▇ Capital Managementirrevocably appoint the Company and any individuals designated by the Company, Ltd. and parties affiliated with each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) such Purchased Shares of the Company as to which such Permitted Transferee is entitled to vote, in such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 5.1 (the “Existing Shareholders”"Permitted Transferee Irrevocable Proxy"). The Investor acknowledges, up and shall cause any Permitted Transferees to a maximum amount acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of shares in order such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to maintain the same shareholding percentage of each revoke and render void any prior proxy as to any voting securities of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided thatCompany heretofore granted by such Permitted Transferee, to the extent permissible it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the HK Listing Rules Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be subject to and bound by all restrictions and obligations set forth in this Section 5.1. In the event the Company's ability stockholders are permitted to obtain any necessary waiver thereunder act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation govern the voting of the Investor's and its Permitted Transferees' Shares of Then Outstanding Common Stock as closely as practicable to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreementforegoing.