|SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017|
STOCKHOLDER PROXY AND LOCKUP AGREEMENT
This Stockholder Proxy Agreement (this “Agreement”) is made as of [●], 2017, by and among WeCast Network, Inc., a Nevada corporation (the “Company”), Bruno Wu (the “Proxyholder”). and [●] (the “Stockholder”).
A. Wecast Media Group Limited (“WMG”) will distribute [●] (the “Distribution”) [●] shares of Company common stock to the Stockholder;
B. The Stockholder has agreed to enter into this Agreement as an inducement to and in consideration for the willingness of WMG to make the Distribution.
C. The Company, the Proxyholder and the Stockholder desire to enter into this Agreement with respect to the voting and the transfer of the Shares.
D. This Agreement, among other things, requires the Stockholder to vote all of the shares and all equity that the Stockholder owns or hereafter acquires or as to which the Stockholder otherwise exercises voting or dispositive authority, (together, all such shares referred to in this sentence and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution of such shares, the “Shares”) in the manner set forth herein until the termination of this Agreement in accordance with Section 4 hereof.
E. This Agreement is being entered into for good and valuable consideration, the sufficiency of which is hereby acknowledged and agreed.
The parties agree as follows:
1. Voting Arrangements. The Stockholder hereby agrees that the Proxyholder shall have the right to vote or consent as to all Shares, in the Proxyholder’s sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders, the term of the aforesaid proxy shall be the maximum period permitted by law until the Stockholder ceases to be the holder of the Shares.
2. Irrevocable Proxy and Power of Attorney. To secure the Stockholder’s obligation to vote the Shares in accordance with this Agreement and to comply with the other terms hereof, the Stockholder hereby appoints the Proxyholder, as the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote or act by written consent with respect to all the Shares in accordance with the provisions set forth in this Agreement and to execute any applicable instruments, agreements and written consents consistent with this Agreement on behalf of the Stockholder. The Proxyholder shall, upon any exercise of the proxy granted hereby, provide the Stockholder with copies of all documents related to or executed in connection with such exercise by the Proxyholder. The proxy and power granted by the Stockholder pursuant to this Section 3 are coupled with an interest and are given to secure the performance of the Stockholder’s duties under this Agreement. The proxy and power will be irrevocable for the term hereof. For the avoidance of doubt, the Stockholder agrees, and agrees not to dispute, that the proxy granted hereunder is coupled with an interest and is enforceable against the Stockholder.