Exhibit 10.1


 


EXECUTION VERSION


 


FORM OF VOTING AGREEMENT


 


This Voting Agreement (this
“Agreement”) is made as of September 26, 2022 by and among (i) Malacca Straits Acquisition Company Limited,
a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”),
(ii) Indiev, Inc, a California corporation (together with its successors, including after the Conversion (as defined below), the
“Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized
term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).


 


WHEREAS, on or about
the date hereof, the Purchaser, the Company, MLAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser
(“Merger Sub”), and the other parties named therein, have entered into that certain Agreement and Plan of Merger
(as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which,
among other matters: (a) the Company shall convert from a corporation incorporated under the laws of the State of California into a Delaware
corporation (the “Conversion”), (b) the Purchaser shall transfer by way of continuation from the Cayman Islands
and domesticate as a corporation in the State of Delaware (the “Domestication”), and (c) upon the consummation
of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into the Company, with
the Company continuing as the surviving entity and a wholly-owned subsidiary of the Purchaser (the “Merger”),
and as a result of which, all of the issued and outstanding capital stock of the Company immediately prior to the Effective Time shall
no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for each stockholder
of the Company to receive its Pro Rata Share of the Merger Consideration and Earnout Shares as set forth in the Merger Agreement, all
upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the
DGCL;


 


WHEREAS, the Board
of Directors of the Company has: (a) approved and declared advisable the Merger Agreement, the Ancillary Documents, the Conversion, the
Merger and the other transactions contemplated by any such documents (collectively, the “Transactions”), (b)
determined that the Transactions are fair to and in the best interests of the Company and its stockholders, and (c) recommended the approval
and the adoption by each of the Company’s stockholders of the Merger Agreement, the Ancillary Documents, the Conversion, the Merger
and the other Transactions; and


 


WHEREAS, as a condition
to the willingness of the Purchaser to enter into the Merger Agreement, and as an inducement and in consideration therefor, and in view
of the valuable consideration to be received by Holder thereunder, and the expenses and efforts to be undertaken by the Purchaser and
the Company to consummate the Transactions, the Purchaser, the Company and Holder desire to enter into this Agreement in order for Holder
to provide certain assurances to the Purchaser regarding the manner in which Holder is bound hereunder to vote any shares of capital stock
of the Company which Holder beneficially owns, acquires, holds or otherwise has voting power (the “Shares”)
during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance
with its terms (the “Voting Period”) with respect to the Merger Agreement, the Conversion, the Merger, the Ancillary
Documents and the Transactions.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to
be legally bound hereby, the parties hereby agree as follows:


 


1. Covenant
to Vote in Favor of Transactions. Holder agrees, with respect to all of the Shares:


 


(a) during
the Voting Period, at each meeting of the stockholders of the Company or any class or series thereof, and in each written consent or resolutions
of any of the Company’s stockholders in which Holder is entitled to vote or consent, Holder hereby unconditionally and irrevocably
agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with
respect to, as applicable, the Shares: (i) in favor of, and adopt, the Conversion, the Merger, the Merger Agreement, the Ancillary Documents,
any amendments to the Company’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance
thereof), (ii) in favor of the other matters set forth in the Merger Agreement, and (iii) to vote the Shares in opposition to: (A) any
Acquisition Proposal and any and all other proposals (x) for the acquisition of the Company, (y) that would reasonably be expected to
materially delay or impair the ability of the Company to consummate the Conversion, the Merger, the Merger Agreement or any of the Transactions,
or (z) which are in competition with or materially inconsistent with the Merger Agreement or the Ancillary Documents; (B) other than as
contemplated by the Merger Agreement any material change in (x) the present capitalization of the Company or any amendment of the Company’s
Organizational Documents other than as reasonably necessary in order to satisfy the conditions to the Closing of the Merger Agreement,
or (y) the Company’s corporate structure or business; or (C) any other action or proposal involving any Target Company that is intended,
or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions
or would reasonably be expected to result in any of the conditions to the Closing under the Merger Agreement not being fulfilled;


 


(b) to
execute and deliver all related documentation and take such other action in support of the Conversion, the Merger, the Merger Agreement,
any Ancillary Documents and any of the Transactions as shall reasonably be requested by the Company or the Purchaser in order to carry
out the terms and provision of this Section 1, including: (i) execution and delivery to the Company of a Letter of Transmittal
and the Transmittal Documents, (ii) delivery of Holder’s Company Certificate (or a Lost Certificate Affidavit in lieu of the Company
Certificate), duly endorsed for transfer, to the Company and any similar or related documents and such other documents as may be reasonably
requested by the Purchaser, (iii) any actions by written consent of the Company’s stockholders presented to Holder, and (iv) any
applicable Ancillary Documents (including a Lock-Up Agreement), customary instruments of conveyance and transfer, and any consent, waiver,
governmental filing, and any similar or related documents;


 


(c) not
to deposit, and to cause its Affiliates not to deposit, except as provided in this Agreement, any Shares owned by Holder or its Affiliates
in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically
requested to do so by the Company and the Purchaser in connection with the Merger Agreement, the Ancillary Documents and any of the Transactions;


 


(d) except
as contemplated by the Merger Agreement or the Ancillary Documents, make, or in any manner participate in, directly or indirectly, a “solicitation”
of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote,
or seek to advise or influence any Person with respect to the voting of, any shares of the Company capital stock in connection with any
vote or other action with respect to the Transactions, other than to recommend that stockholders of the Company vote in favor of adoption
of the Merger Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties
under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1 of
this Agreement); and


 


(e) to
refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Conversion,
the Merger, the Merger Agreement, the Ancillary Documents and any of the Transactions, including pursuant to the CGCL or the DGCL.


 






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2. Other
Covenants. 


 


(a) No
Transfers. Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s
prior written consent: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose
of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging
or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer
of, any or all of the Shares; (ii) grant any proxies or powers of attorney with respect to any or all of the Shares; (iii) permit to exist
any Lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational
Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (iv) take any action that would have the effect
of preventing, impeding, interfering with or adversely affecting in any material respect Holder’s ability to perform its obligations
under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder
agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise)
of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent
of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.


 


(b) Permitted
Transfers. Section 2(a) shall not prohibit a Transfer of Shares by Holder: (i) to any family member or trust for the benefit
of any family member, (ii) to any stockholder, member or partner of Holder, if an entity, (iii) to any Affiliate of Holder, or (iv) to
any person or entity if and to the extent required by any non-consensual Order, by divorce decree or by will, intestacy or other similar
applicable Law, so long as, in the case of the foregoing clauses (i), (ii) and (iii), the assignee or transferee agrees to be bound by
the terms of this Agreement that apply to Holder and executes and delivers to the parties hereto a written consent and joinder memorializing
such agreement. During the term of this Agreement, the Company will not register or otherwise recognize the transfer (book-entry or otherwise)
of any Shares or any certificate or uncertificated interest representing any of Holder’s Shares, except as permitted by, and in
accordance with, this Section 2(b).


 


(c) Changes
to Shares. In the event of a stock dividend or distribution, or any change in the shares of capital stock of the Company by reason
of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term
“Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any
securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. Holder
agrees during the Voting Period to notify the Purchaser and the Company promptly in writing of the number and type of any additional Shares
acquired by Holder, if any, after the date hereof.


 


(d) Compliance
with this Agreement and the Merger Agreement. Holder shall not, during the Voting Period, take or agree or commit to take any action
that would make any representation and warranty of Holder contained in this Agreement inaccurate in any material respect. Holder shall
use its commercially reasonable efforts to cooperate with the Purchaser to effect the Conversion, the Merger, all other Transactions and
the provisions of the Merger Agreement, the Ancillary Documents and this Agreement in accordance with their respective terms.


 






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(e) Registration
Statement. Holder agrees to provide to the Purchaser, the Company and their respective Representatives any information regarding Holder
or the Shares that is reasonably requested by the Purchaser, Company or their respective Representatives for inclusion in the Registration
Statement.


 


(f) Publicity.
Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions
contemplated herein without the prior written approval of the Company and the Purchaser. Holder hereby authorizes the Company and the
Purchaser to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including
all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Shares
and the nature of Holder’s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Documents.


 


3. Representations
and Warranties of Holder. Holder hereby represents and warrants to the Purchaser and the Company as follows:


 


(a) Binding
Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if
not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under
the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, the execution
and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby
by Holder has been duly authorized by all necessary corporate, limited liability or partnership action on the part of Holder, as applicable.
This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and
binding obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or
affecting creditor’s rights, and to general equitable principles). Holder understands and acknowledges that the Purchaser is entering
into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Holder.


 


(b) Ownership
of Shares. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares set forth under Holder’s
name on the signature page hereto, is the lawful owner of such Shares, has the sole power to vote or cause to be voted such Shares, and
has good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements,
liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement,
applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s
fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable
by Holder pursuant to arrangements made by Holder. Except for the Shares and other securities of the Company set forth under Holder’s
name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity
securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities
of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options,
warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities
of the Company.


 






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(c) No
Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any
other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder or the consummation
by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder, the performance of its
obligations hereunder or the consummation by it of the transactions contemplated hereby shall: (i) conflict with or result in any breach
of the certificate of incorporation, bylaws or other comparable organizational documents of Holder, if applicable, (ii) result in, or
give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which Holder is a party or
by which Holder or any of the Shares or its other assets may be bound, or (iii) violate any applicable Law or Order, except for any of
the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair Holder’s ability to perform its obligations
under this Agreement in any material respect.


 


(d) No
Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder: (i) has not entered into, nor
will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares inconsistent
with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this Agreement remains
in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii) has not entered into any agreement or knowingly
taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of Holder
contained herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing any of its material
obligations under this Agreement.


 


4. Miscellaneous.


 


(a) Termination.
This Agreement shall automatically terminate, and none of the Purchaser, the Company or Holder shall have any rights or obligations hereunder,
upon the earliest to occur of: (i) the mutual written consent of the Purchaser, the Company and Holder, (ii) the Effective Time (following
the performance of the obligations of the parties hereunder required to be performed at or prior to the Effective Time), and (iii) the
date of termination of the Merger Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party
hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s
breach of any terms of this Agreement prior to such termination. Notwithstanding anything to the contrary herein, the provisions of this
Section 4(a) shall survive the termination of this Agreement. 


 


(b) Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and
may not be assigned, transferred or delegated by Holder at any time without the prior written consent of the Purchaser and the Company,
and any purported assignment, transfer or delegation without such consent shall be null and void ab initio. Each of the Company and the
Purchaser may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger,
consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.


 


(c) Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party
hereto or thereto or a successor or permitted assign of such a party.


 


(d) Governing
Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions
arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York,
New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits
to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement
or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any
Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating
to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process
to such party at the applicable address set forth or referred to in Section 4(g). Nothing in this Section 4(d) shall
affect the right of any party to serve legal process in any other manner permitted by applicable law.


 






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(e) WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
4(e).


 


(f) Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine
or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including”
(and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”;
(iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed
in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv)
the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.


 


(g) Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered: (i) in person, (ii) by email with affirmative confirmation of receipt, (iii) one (1) Business Day after being sent, if sent
by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered
or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such
other address for a party as shall be specified by like notice):


 


	
     

    If to the Purchaser, to:

     

    Malacca Straits Acquisition Company Limited

    Unit 601-2, St. George’s Building

    2 Ice House Street

    Central, Hong Kong

    Attn:  Gordon Lo, Chief Executive Officer;

               Stanley Wang, Chief Financial Officer

    Telephone No.: +852 21060888

    Email:  gordon@malaccastraits.net;

            
        stanley@malaccastraits.net

     
	 	
     

    with a copy (which will not constitute notice) to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn:  Matthew A. Gray, Esq.

              Stuart Neuhauser, Esq.

    Telephone No.: (212) 370-1300

    Email:  mgray@egsllp.com;

                 sneuhauser@egsllp.com

	 	 	 
	
    If to the Company, to:

     

    Indiev, Inc

    5001 S Soto Street

    Vernon, CA 90058

    Attn: Mr. Hai Shi, CEO

    Telephone No.: (323)703-5720

    Email: sh@indiev.com
	 	
    with a copy (which will not constitute notice) to:

     

    Sheppard, Mullin, Richter & Hampton LLP

    12275 El Camino Real, Suite 100

    San Diego, CA 92130

    Attn:  James A. Mercer III, Esq.

    Telephone No.: (858) 720-8900

    Email:  JMercer@sheppardmullin.com

     



 


	If to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, each of the Company and the Purchaser (and each of their copies for notices hereunder).


 



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(h) Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written consent of the Purchaser, the Company and
the Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such term, condition, or provision.


 


(i) Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision
a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,
illegal or unenforceable provision.


 


(j) Specific
Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of
a breach of this Agreement by Holder, money damages will be inadequate and the Company and the Purchaser will not have adequate remedy
at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by
Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company and the Purchaser shall be entitled
to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions
hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition
to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.


 


(k) Expenses.
Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and
counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of
the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing
party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’
fees and costs, reasonably incurred by the prevailing party.


 


(l) No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder, the Company and
the Purchaser, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among
the parties hereto or among any other Company shareholders entering into voting agreements with the Company or the Purchaser. Holder is
not affiliated with any other holder of securities of the Company entering into a voting agreement with the Company or the Purchaser in
connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement. Nothing contained
in this Agreement shall be deemed to vest in the Company or the Purchaser any direct or indirect ownership or incidence of ownership of
or with respect to any Shares.


 


(m) Further
Assurances. From time to time, at another party’s request and without further consideration, each party shall execute and deliver
such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions
contemplated by this Agreement.


 


(n) Entire
Agreement. This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject
matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing
shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Document. Notwithstanding the foregoing,
nothing in this Agreement shall limit any of the rights or remedies of the Purchaser or any of the obligations of Holder under any other
agreement between Holder and the Purchaser or any certificate or instrument executed by Holder in favor of the Purchaser, and nothing
in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Purchaser or any of the obligations
of Holder under this Agreement.


 


(o) Counterparts;
Facsimile. This Agreement may also be executed and delivered by facsimile or electronic signature or by email in portable document
format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.


 


{Remainder of Page Intentionally Left Blank;
Signature Page Follows}


 




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IN WITNESS WHEREOF, the parties have executed
this Voting Agreement as of the date first written above.


 


	 	The Purchaser:
	 	 
	 	MALACCA STRAITS ACQUISITION COMPANY LIMITED


 


	 	By:	 
	 	Name:	Gordon Lo
	 	Title:	Chief Executive Officer and President


 


	 	The Company:
	 	 
	 	INDIEV, INC


 


	 	By:	 
	 	Name:	 
	 	Title:	 


  




     


     


    

 


Holder:


 


	By:	 	 
	Name:	 	 


 


Number of Shares:


 


__________ shares of Company Stock


 


Address for Notice:


 


Address:___________________________________________


 


__________________________________________________


 


__________________________________________________


 


Facsimile No.:______________________________________


 


Telephone No.:_____________________________________


 


Email____________________________________________: