AGREEMENT AND PLAN OF MERGER BY AND AMONG AMBER PARENT LIMITED, AMBER MERGERCO, INC. and CHINA FIRE & SECURITY GROUP, INC. Dated as of May 20, 2011Agreement and Plan of Merger • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Florida
ROLLOVER AGREEMENTRollover Agreement • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Delaware
This ROLLOVER AGREEMENT (this "Agreement"), by and among Amber Parent Limited, an exempted company incorporated in the Cayman Islands ("Parent"), Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the shareholders of China Fire & Security Group, Inc., a Florida corporation (the "Company"), listed on the signature page hereto (each, a "Rollover Shareholder" and collectively, the "Rollover Shareholders"), is made and entered into as of 20 May 2011. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
VOTING AGREEMENTVoting Agreement • May 23rd, 2011 • China Fire & Security Group, Inc. • Miscellaneous manufacturing industries • Florida
This VOTING AGREEMENT (this "Agreement") is entered into as of 20 May 2011 by and among Amber Parent Limited, a company incorporated under the laws of the Cayman Islands ("Parent"), Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and [•] (the "Shareholder") [and, solely for purposes of Section 6.4 hereof, [•], [•] and [•] (each, an "Indirect Owner")]. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
