Common use of Irrevocable Election Clause in Contracts

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 12, the irrevocable election and agreement by such Rollover Shareholder to contribute his/her/its respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but not jointly, that during the period commencing on the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise), offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover Shares, (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder from performing his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 1210 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its the cancellation of their respective Rollover Shares to Merger Sub in exchange Shares, the subscription for Parent Shares at and the Contribution Closing voting of the Rollover Shares, in each case on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 10, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and that (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Stockholders evidences, subject to Section 1210, the irrevocable election and agreement by such Rollover Shareholder Stockholder to contribute his/her/its respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees, severally but and not jointlyjointly (and not jointly and severally), that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”)any termination of this Agreement pursuant to Section 10, except as set out on Schedule B hereto or expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) sell (constructively or otherwise)sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover Shares, (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder Stockholder from performing his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Stockholders evidences, subject to Section 1210, the irrevocable election and agreement by such Rollover Shareholder Stockholder to contribute his/her/its his or her respective Rollover Shares to Merger Sub Securities in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees, severally but not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) sell (constructively or otherwise), offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose ofof (by merger, testamentary disposition, operation of law or otherwise), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose ofof (by merger, testamentary disposition, operation of law or otherwise), an interest in any of his/her/its Rollover Shares Securities (“Transfer”) or permit the Transfer by any of his/her/its his or her Affiliates of an interest in any of his/her/its Rollover SharesSecurities, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its Rollover Sharesthe Securities, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares Securities into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover SharesSecurities, (iv) take any action that would make any representation or warranty of Parent set forth in the Merger Agreement or this Agreement untrue or incorrect or could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder Stockholder from performing his/her/its his or her obligations under this Agreement or that is intended, or could would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by Parent of any of its obligations under this Agreement, (v) exercise, convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Securities, (vi) tender any Securities into any tender or exchange offer, or (vvii) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (ivvi). Any purported Transfer, or other action, in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 1210 and the proviso in Section 12(o), the irrevocable election and agreement by such Rollover Shareholder to contribute his/her/its respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointlyjointly (and not jointly and severally), that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”)any termination of this Agreement pursuant to Section 10, except as set out on Schedule B hereto or expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise)sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contractcontract, undertaking option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover Shares, (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder from performing his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 129, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement of even date herewith by and among Parent, power the Company, and certain of attorney or voting trust the Rollover Stockholders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Stockholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder Stockholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 129, the irrevocable election and agreement by such Rollover Shareholder to contribute his/her/convert its respective Rollover Shares into Surviving Company Shares and agree to Merger Sub in exchange for Parent the cancellation of the Rollover Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but not jointly, agrees that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking option or other arrangement or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Owned Shares or any right, title or interest thereto or thereintherein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Owned Shares and (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Owned Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Owned Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement dated as of February 2, power 2016 by and among Parent and certain shareholders of attorney or voting trust the Company (the “Voting Agreement”) and the Amended and Restated Consortium Agreement dated as of June 22, 2016, by and among the Chairman Parties, Anhui Zhongan Xinzhao Private Equity Investment LLP ( ), Dajun Guangcheng (Shanghai) Capital Fund I, L.P. ( )and Guangzhou Huifu Kaile Investment (L.P.) ( ) (the “Consortium Agreement”)) with respect to any of his/her/its Rollover Owned Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing his/her/any of its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and voidvoid ab initio.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Stockholder evidences, subject to Section 1210, the irrevocable election and agreement by such Rollover Shareholder Stockholder to contribute his/her/his or its respective Rollover Shares to Merger Sub Securities in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees, severally but not jointlyjointly and severally, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) sell (constructively or otherwise), transfer, tender in any tender or exchange offer, offer to sell, give, pledge, encumber, hypothecate, assign, grant any option for the sale of or otherwise transfer or dispose ofof (by merger, testamentary disposition, operation of law or otherwise), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose ofof (by merger, testamentary disposition, operation of law or otherwise), an interest in any of his/her/its Rollover Shares Securities (“Transfer”) ), either voluntarily or involuntarily, or permit the Transfer by any of his/her/his or its Affiliates of an interest in any of his/her/its Rollover SharesSecurities, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its Rollover Sharesthe Securities, or any right, title or interest thereto or therein, including, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities, and (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Stockholder’s economic interest in such Securities and/or (y) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Shares Securities into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover SharesSecurities, (iv) take any action that would make any representation or warranty of such Rollover Stockholder set forth in this Agreement or any representation or warranty of Parent set forth in the Merger Agreement and this Agreement untrue or incorrect or could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder Stockholder from performing his/her/his or its obligations under this Agreement or that is intended, or could would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by Parent of any of its obligations under this Agreement or the Merger Agreement, or by any Rollover Stockholders from performing any of his or its obligations under this Agreement, (v) exercise, convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Securities, (vi) tender any Securities into any tender or exchange offer, or (vii) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (ivvii). Any purported Transfer, or other action, in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 128 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdings Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, except that during the period commencing on (x) with respect to each of Jxxxx Xxxxx and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (y) with respect to each of Sxxxx Xxxx and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), that from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any Rollover Shares (other than that certain Voting Agreement of his/her/its even date herewith by and among Holdings, the Company and the Rollover SharesShareholders (the “Voting Agreement”) and the Consortium Agreement dated as of August 16, 2013, as amended by the First Amendment to Consortium Agreement dated as of December 5, 2013,by and among the Rollover Shareholders (the “Consortium Agreement”)), (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 127, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub and receive in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 7, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding Contract with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and between Parent and certain holders of Shares (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Holdco and the Rollover Shareholder Holders evidences, subject to Section 1211 and the proviso in Section 25, the irrevocable election and agreement by such Holdco and the Rollover Shareholder Holders to contribute his/her/its their respective Rollover Shares to Merger Sub as a capital contribution and in exchange for Parent Holdco Shares or Options at the Contribution Closing Closing, respectively, on the terms and conditions set forth herein. In furtherance of the foregoing, each of Holdco and the Rollover Shareholder Holder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement pursuant to Section 11, he, she or the Merger Agreement, such Rollover Shareholder it shall not, directly or indirectly, (i) tender any Shares subject to this Agreement into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares subject to this Agreement or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares subject to this Agreement into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement as of the date hereof by and among Parent, power of attorney or voting trust the Company and the Rollover Holders (the “Voting Agreement”)) with respect to any of his/her/its Rollover such Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such person set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder person from performing any of his/her/, her or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and voidvoid ab initio.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder evidences, subject to Section 129 and the proviso in Section 11(m), the irrevocable election and agreement by such the Rollover Shareholder to contribute his/her/its respective subscribe for Holdco Shares and agree to the cancellation of the Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder covenants and agrees, severally but not jointly, agrees that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or pursuant to Section 9, the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking option or other arrangement or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Owned Shares or any right, title or interest thereto or thereintherein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Owned Shares and (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest in such Owned Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Shares (any such transaction, a “Derivative Transaction”); provided, that the Rollover Shareholder may deposit a portion of or all of the Owned Shares into one or more accounts with certain commercial banks (the “Custodian”) pursuant to and in accordance with custodial arrangements (the material terms of which are set out in Schedule C attached hereto, the “Custodial Arrangements”) to be entered into by the Rollover Shareholder in connection with a term loan facility and bridge loan facility to be entered into by the Rollover Shareholder (collectively, the “Financing Agreements”) with certain commercial banks (the “Lenders”) after the date hereof, (iii) deposit any of his/her/its Rollover Owned Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and among Parent and certain shareholders of the Company (the “Voting Agreement”)) with respect to any of his/her/its Rollover Owned Shares, (iv) knowingly take any action that could reasonably be expected to have would make any representation or warranty of the effect of making any of his/her/its representations or warranties Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such the Rollover Shareholder from performing his/her/any of its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 128 and the proviso in Section 21, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its respective have their Rollover Shares to Merger Sub cancelled in exchange for Parent Shares at connection with the Contribution Closing on the terms and conditions set forth hereinMerger. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 8, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 128 and the proviso in Section 21, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its respective have their Rollover Shares to Merger Sub cancelled in exchange for Parent Shares at connection with the Contribution Closing on the terms and conditions set forth hereinMerger. In furtherance of the foregoing, each Rollover Shareholder covenants severally and agrees, severally but not jointly, except that during (i) each of the period commencing on Founder, Xx. Xxxx and Value Chain jointly and severally and (ii) each of Xx. Xx and Oriental Plan jointly and severally, covenants and agrees that from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 8, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, the “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any of his/her/its Rollover SharesShares (other than this Agreement), (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 129, the irrevocable election and agreement by such Rollover Shareholder to contribute his/her/convert its respective Rollover Shares into Surviving Company Shares and agree to Merger Sub in exchange for Parent the cancellation of the Rollover Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but not jointly, agrees that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking option or other arrangement or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Owned Shares or any right, title or interest thereto or thereintherein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Owned Shares and (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Owned Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Owned Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement of even date herewith by and among Parent and certain shareholders of the Company (the “Voting Agreement”) and the Consortium Agreement dated as of February 2, power of attorney or voting trust 2016, by and among the Chairman Parties, Dajun Guangcheng (Shanghai) Capital Fund I, L.P. and Guangzhou Huifu Kaile Investment (L.P.) (the “Consortium Agreement”)) with respect to any of his/her/its Rollover Owned Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing his/her/any of its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and voidvoid ab initio.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 128 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its cancel their respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Rollover Closing on upon the terms and subject to conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 8, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer; (ii) sell (constructively or otherwise), offer to sell, give, transfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of or otherwise transfer dispose of (by merger, testamentary disposition, operation of Law or dispose ofotherwise) (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, except (x) pursuant to this Agreement or the Merger Agreement, or (y) any Transfer to an Affiliate of such Rollover Shareholder, provided that such Affiliate shall have agreed in writing in a form reasonably acceptable to Parent to be bound by this Agreement and notice shall have been provided to the Company; (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and among Parent and the Rollover Shareholders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, ; or (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder from performing his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iviii). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 128 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on upon the terms and subject to conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 8, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), except (x) pursuant to this Agreement or the Merger Agreement, or (y) any Transfer to an Affiliate of such Rollover Shareholder, provided that such Affiliate shall have agreed in writing in a form reasonably acceptable to Parent and the Company to be bound by this Agreement, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement of even date herewith by and among Parent, power of attorney or voting trust the Company and the Rollover Shareholders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 129 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its the cancellation of their respective Rollover Shares, the subscription for Holdco Shares to Merger Sub and the voting of the Rollover Shares, in exchange for Parent Shares at the Contribution Closing each case on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and that (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 128 and the proviso in Section 20, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 8, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any Rollover Shares (other than that certain Voting Agreement of his/her/its even date herewith by and among Parent, the Company and the Rollover SharesShareholders (the “Voting Agreement”), (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and voidvoid ab initio.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Persons evidences, subject to Section 126 hereof, the irrevocable election and agreement by such the Rollover Shareholder Persons to contribute his/her/its respective Rollover Shares to Merger Sub in exchange subscribe for Parent Shares at and agree to the Contribution Closing cancellation of their Rollover Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder covenants Persons covenant and agrees, severally but not jointly, agree that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or pursuant to Section 5 hereof, the Merger Agreement, such Rollover Shareholder Persons shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking option or other arrangement or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Persons’ economic interest in such Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and among Parent and the Rollover Persons (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have would make any representation or warranty of the effect of making any of his/her/its representations or warranties Rollover Persons set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such would prevent or delay the Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder Persons from performing his/her/its any of their obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Person evidences, subject to Section 126 hereof, the irrevocable election and agreement by such the Rollover Shareholder Person to contribute his/her/its respective Rollover Shares to Merger Sub in exchange subscribe for Parent Shares at and agree to the Contribution Closing cancellation of his Rollover Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each subject to that certain share charge dated March 22, 2013 between the Rollover Shareholder Person as chargor and Urban Prosperity Holding Limited as chargee (the “Share Charge”), the Rollover Person covenants and agrees, severally but not jointly, agrees that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or pursuant to Section 5 hereof, the Merger Agreement, such Rollover Shareholder Person shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking option or other arrangement or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Person’s economic interest in such Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and among Parent and the Rollover Person (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have would make any representation or warranty of the effect of making any of his/her/its representations or warranties Rollover Person set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such would prevent or delay the Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder Person from performing his/her/its any of his obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder evidences, subject to Section 127, the irrevocable election and agreement by such the Rollover Shareholder to contribute his/her/its respective the Rollover Shares to Merger Sub and receive in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder covenants and agrees, severally but not jointly, agrees that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or pursuant to Section 7, the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding Contract with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and between Parent and certain holders of Shares (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have would make any representation or warranty of the effect of making any of his/her/its representations or warranties Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such the Rollover Shareholder from performing his/her/its any of his obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 129 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and among Parent and the Rollover Stockholders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Stockholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder Stockholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 129 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Support Agreement of even date herewith by and among Parent, power the Company, and certain of attorney or voting trust the Rollover Stockholders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Stockholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder Stockholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Holder evidences, subject to Section 129, the irrevocable election and agreement by such the Rollover Shareholder Holder to contribute his/her/its respective the Rollover Shares to Merger Sub in exchange for Parent Topco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each The Rollover Shareholder Holder covenants and agrees, severally but not jointly, agrees that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or pursuant to 9, the Merger Agreement, such Rollover Shareholder Holder shall not, directly or indirectly, (i) sell (constructively or otherwise), offer to sell, give, pledge, encumber, assign, grant tender any option for the sale of or otherwise transfer or dispose of, or enter Rollover Shares into any agreement, arrangement tender or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Sharesexchange offer, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement (other than the Voting Agreement) with respect to any of his/her/its Rollover Shares, (iii) sell (constructively or otherwise), assign, transfer, pledge, grant, gift, encumber or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding (other than the Voting Agreement and the Escrow Agreement) with respect to the Transfer of, any Rollover Shares or any right, title or interest thereto or therein (including by operation of Applicable Law), (iv) knowingly take any action that could reasonably be expected to have would make any representation or warranty of the effect of making any of his/her/its representations or warranties Rollover Holder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such the Rollover Shareholder Holder from performing his/her/any of its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 129 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its the cancellation of their respective Rollover Shares to Merger Sub in exchange Shares, the subscription for Parent Shares at and the Contribution Closing voting of the Rollover Shares, in each case on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) offer for sale, sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and that (A) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Rollover Shares and/or (B) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and voidvoid ab initio.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 124.02, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 4.02, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise), offer to sell, give, pledge, encumber, assign, grant tender any option for the sale of or otherwise transfer or dispose of, or enter Rollover Shares into any agreement, arrangement tender or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Sharesexchange offer, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any of his/her/its Rollover Shares, (iii) sell (constructively or otherwise), assign, transfer, pledge, grant, gift, encumber or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Rollover Shares or any right, title or interest thereto or therein (including by operation of applicable Law), (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv); provided, however, for the avoidance of doubt, that each Rollover Shareholder may engage in good faith discussions and negotiations regarding an Acquisition Proposal if the Company is permitted pursuant to the Merger Agreement to engage in such discussions and negotiations. Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Holder evidences, subject to Section 1213 and the proviso in Section 27, the irrevocable election and agreement by such Rollover Shareholder Holder to (i) contribute his/her/, her or its respective Rollover Shares to Merger Sub and/or Cash Consideration in exchange for Parent Shares and (ii) to sell all Shares that are not Rollover Shares to Purchaser at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each of the Rollover Shareholder Holders covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement pursuant to Section 13, he, she or the Merger Agreement, such Rollover Shareholder it shall not, directly or indirectly, (i) tender any Shares subject to this Agreement into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares subject to this Agreement or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares subject to this Agreement into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement dated as of the date hereof by and among Parent, power of attorney or voting trust the Company and the Rollover Holders (the “Voting Agreement”)) with respect to any of his/her/its Rollover such Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Holder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder Holder from performing any of his/her/, her or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 129 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its respective the contribution of the Rollover Shares to Merger Sub in exchange for Parent Shares at and the Contribution Closing voting of the Rollover Shares, in each case on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder covenants Shareholders covenant and agrees, severally but not jointly, agree that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or pursuant to Section 9, the Merger Agreement, such Rollover Shareholder Shareholders shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and that (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholders’ economic interest in the Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of any Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any of his/her/its Rollover SharesShares other than the Entrustment Agreement, (iv) knowingly take any action that could reasonably be expected to have would make any representation or warranty of the effect of making any of his/her/its representations or warranties Rollover Shareholders set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such the Rollover Shareholder Shareholders from performing his/her/its any of their obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 1210 and the proviso in Section 11(o), the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but not and jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 10, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise)sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, in each case, except as expressly contemplated under this Agreement, the Merger Agreement and the Investment Agreement, (ii) enter into any Contractcontract, undertaking option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover SharesShares (other than the Voting Agreement and the Consortium Agreement), or (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder from performing his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder evidences, subject to Section 1210 and the proviso in Section 12(o), the irrevocable election and agreement by such the Rollover Shareholder to contribute his/her/its respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder covenants and agrees, severally but not jointly, agrees that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or pursuant to Section 10, the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise)sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, in each case, except as expressly contemplated under this Agreement or the Merger Agreement, (ii) enter into any Contractcontract, undertaking option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover Shares, (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such the Rollover Shareholder from performing his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholder evidences, subject to Section 129 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Stockholder to contribute his/her/its respective the Rollover Shares to Merger Sub in exchange for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder Stockholder covenants and agrees, severally but not jointly, agrees that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or pursuant to Section 9, the Merger Agreement, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and among Parent and the Rollover Stockholder (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have would make any representation or warranty of the effect of making any of his/her/its representations or warranties Rollover Stockholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such the Rollover Shareholder Stockholder from performing his/her/any its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 127, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub and receive in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 7, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, "Transfer"), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding Contract with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law) except pursuant to this Agreement or the Merger Agreement, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and among Parent and certain holders of Shares (the "Voting Agreement")) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Holders evidences, subject to Section 128 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Holders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Holder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 8, such Rollover Shareholder Holder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of Law), except (x) pursuant to this Agreement or the Merger Agreement, or (y) any Transfer to an Affiliate of such Rollover Holder, provided that such Affiliate shall have agreed in writing in a form reasonably acceptable to Parent and the Company to be bound by this Agreement, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement of even date herewith by and among Parent, power of attorney or voting trust the Company and the Rollover Holders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Holder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder Holder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 124.02, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 4.02, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise), offer to sell, give, pledge, encumber, assign, grant tender any option for the sale of or otherwise transfer or dispose of, or enter Rollover Shares into any agreement, arrangement tender or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Sharesexchange offer, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement of even date herewith by and among Parent, power Holdco and certain of attorney or voting trust the Rollover Shareholders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iii) sell (constructively or otherwise), assign, transfer, pledge, grant, gift, encumber or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Rollover Shares or any right, title or interest thereto or therein (including by operation of applicable Law), (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv); provided, however, for the avoidance of doubt, that each Rollover Shareholder may engage in good faith discussions and negotiations regarding an Acquisition Proposal if the Company is permitted pursuant to the Merger Agreement to engage in such discussions and negotiations. Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 1210 and the proviso in Section 12(o), the irrevocable election and agreement by such Rollover Shareholder to contribute his/her/its respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointlyjointly (and not jointly and severally), that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”)any termination of this Agreement pursuant to Section 10 , except as set out on Schedule B hereto or expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise)sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contractcontract, undertaking option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover Shares, (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder from performing his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 129 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement of even date herewith by and among Parent, power the Company, and certain of attorney or voting trust the Rollover Stockholders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Stockholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder Stockholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 1212 and the proviso in Section 13(o), the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 12, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise)sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its his or her Affiliates of an interest in any of his/her/its Rollover Shares, in each case, except as expressly contemplated under this Agreement, the Merger Agreement and the Consortium Agreement, (ii) enter into any Contractcontract, undertaking option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover SharesShares (other than the Voting Agreement and the Consortium Agreement), or (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder from performing his/her/its his or her obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 129 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its the cancellation of their respective Rollover Shares and to Merger Sub in exchange the subscription for Parent Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of of, any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreementagreement (other than that certain Voting Agreement of even date herewith by and among Parent, power of attorney or voting trust the Company, and the Rollover Shareholders (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 128 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdings Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, except that during the period commencing on (x) with respect to each of Xxxxx Xxxxx and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (y) with respect to each of Xxxxx Xxxx and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), that from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any Rollover Shares (other than that certain Voting Agreement of his/her/its even date herewith by and among Holdings, the Company and the Rollover SharesShareholders (the “Voting Agreement”) and the Consortium Agreement dated as of August 16, 2013, as amended by the First Amendment to Consortium Agreement dated as of December 5, 2013,by and among the Rollover Shareholders (the “Consortium Agreement”)), (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Person evidences, subject to Section 127 hereof, the irrevocable election and agreement by such Rollover Shareholder Person to contribute his/her/its respective Rollover Shares to Merger Sub in exchange subscribe for Parent Shares at and/or receive Parent Options and agree to the Contribution Closing cancellation of his or her Rollover Shares and Rollover Options on the terms and conditions set forth herein, as applicable. In furtherance of the foregoing, each Rollover Shareholder Person covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 6 hereof, such Rollover Shareholder Person shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking option or other arrangement or understanding with respect to a the Transfer of, any Rollover Shares or limitation on voting rights of any of his/her/its Rollover Shares, Options or any right, title or interest thereto or thereintherein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares or Rollover Options which (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Person’s economic interest in such Rollover Shares or Rollover Options and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power agreement (other than that certain Voting Agreement of attorney or voting trust even date herewith by and among Parent and such Rollover Person (the “Voting Agreement”)) with respect to any of his/her/its Rollover Shares, (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Person set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting would prevent or delay such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder Person from performing his/her/its any of his or her obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 1211 and the proviso in Section 24, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to contribute his/her/its their respective Rollover Shares to Merger Sub in exchange for Parent Holdings Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but and not jointly, that during the period commencing on from the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under any termination of this Agreement or the Merger Agreementpursuant to Section 11, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), offer to sell, givetransfer, pledge, hypothecate, grant, encumber, assign, grant any option for the sale of assign or otherwise transfer or dispose ofof (collectively, “Transfer”), or enter into any agreementcontract, option or other arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a the Transfer or limitation on voting rights of any of his/her/its Rollover Shares, Shares or any right, title or interest thereto or thereintherein (including by operation of law), (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement, power of attorney or voting trust agreement with respect to any Rollover Shares (other than that certain Voting Agreement of his/her/its even date herewith by and among Parent, the Company and the Rollover SharesShareholders (the “Voting Agreement”) and the Consortium Agreement dated as of July 6, 2012, by and among Xxxxxxx Xxx Xxx, ChemExplorer Investment Holdings Limited, ChemPartner Investment Holdings Limited and TPG Star Charisma Limited (the “Consortium Agreement”)), (iv) knowingly take any action that could reasonably be expected to have the effect would make any representation or warranty of making any of his/her/its representations or warranties such Rollover Shareholder set forth in this Agreement untrue or inaccurate, reducing incorrect or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting have the ownership effect of his/her/its Rollover Shares or preventing, disabling disabling, or delaying such Rollover Shareholder from performing any of his/, her/, or its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, Transfer in violation of this paragraph shall be null and void.