Common use of Commitment to the Consortium Clause in Contracts

Commitment to the Consortium. (a) Within the Exclusivity Period, and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will deal exclusively with each other with respect to the Transaction and will not, and will cause his or its Representatives acting in such capacity not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreement. (b) Within the Exclusivity Period, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or therein; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon the termination of this Agreement in accordance with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of the term of this Agreement.

Commitment to the Consortium. (a) Within the Exclusivity Period, and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will deal exclusively with each other with respect to the Transaction and will not, and will cause his or its Representatives acting in such capacity not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreement; provided, however, that if Abax has not provided to the other Parties a written confirmation, which written confirmation the other Parties, in exercising their good faith judgment, are reasonably satisfied with, on or prior to December 14, 2012 (60 days from the date hereof) (the "Exclusivity Expiry Date") that Abax continues to be interested in pursuing the Transaction as contemplated by this Agreement, this Agreement shall terminate with respect to Abax effective as of such Exclusivity Expiry Date. (b) Within the Exclusivity Period, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shares beneficially owned by such Party ("“Shareholder Shares"”) (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or therein; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon Subject to the provision in Section 2(a) with respect to Abax, upon the termination of this Agreement in accordance with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of the term of this Agreement.

Commitment to the Consortium. (a) Within During the Exclusivity Period, and except for actions taken by Founder (i) Xx. Xxxx in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company and (ii) Xx. Xxx in his capacity as the Chief Operating Officer or a Director of the Company, each Party will deal exclusively with each other with respect to the Transaction and will not, and will cause his or its such Party’s Representatives acting in such capacity not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreement. (b) Within During the Exclusivity Period, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or therein; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder Xx. Xxxx and Xx. Xxx may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder Xx. Xxxx or his Xx. Xxx or the spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliatesantecedents of such Party; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder (i) Xx. Xxxx in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company and (ii) Xx. Xxx in his capacity as the Chief Operating Officer or a Director of the Company, each Party will, and will cause his or its such Party’s Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) The Parties agree to negotiate in good faith to reach agreement on a shareholders agreement that would, among other things, govern the relationship of shareholders in Parent following the Transaction, that would contain provisions customary for transactions of this type. (e) The Parties may together agree to admit one or more additional members which will provide equity capital and/or debt financing to Parent for the consummation of the Transaction. Such additional member(s) shall execute a deed of adherence to this Agreement in form and substance satisfactory to the Parties, following which time they will be deemed a "Party" or "Parties" for all purposes under this Agreement. (f) Each Party shall use reasonable best efforts and shall provide all cooperation as may be reasonably requested by the other Parties to obtain all applicable governmental, statutory, regulatory or other consents, licenses, waivers or exemptions required or, in the reasonable opinion of other Parties, desirable for the consummation of the Transaction. (g) Upon the termination of this Agreement in accordance with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of the term of this Agreement.

Commitment to the Consortium. (a) Within the Exclusivity Period, and except for actions taken by Founder in his capacity as without limiting any other rights that the Chief Executive Officer, the Chairman of the Company Board or a Director of Sponsor has under its previous agreement with the Company, each Party will unless FountainVest and the Shareholder have otherwise consented in writing: (a) The Shareholder and the Sponsor agree to deal exclusively with each other with in respect to the Transaction Transaction, and neither the Shareholder nor the Sponsor will not, (and will cause his or its Bidco and each of their respective Representatives acting in such capacity not to, without the written consent of the other Parties) : (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions discussions, negotiations or negotiations related activities with the Company or any third party with respect to a Competing Transaction; , (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Transaction; , or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, with the Transaction involving all of the Parties as contemplated under this Agreement.; (b) Within The Shareholder agrees (i) to vote, or cause to be voted, at every shareholder or members meeting (whether by written consent or otherwise) all Securities in favor of the Exclusivity Period, each Party will notTransaction and against any Competing Transaction or matter that would facilitate a Competing Transaction; and (ii) not to, and will not permit his or any of its affiliates or Representatives to, directly or indirectly: (iA) 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, any Shareholder Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "“Transfer"”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares Shares, or any right, title or interest thereto or therein; , (iiB) deposit any Shareholder 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 Shareholder Shares; , (iiiC) take any action that would make have the effect of preventing, disabling or delaying any Party or his or its affiliate the Shareholder from performing his or its obligations under this Agreement; Agreement or (ivD) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iiiii) of this Section 2(b). Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor.and (c) Subject to Section 2(a), The Shareholder and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party Sponsor will, and will cause his or its their respective Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction other than with the Parties. During the Exclusivity Period, the Shareholder and the Sponsor shall provide each other notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which the Shareholder or the Sponsor may receive. (d) Upon In the termination event of this Agreement in accordance with clause (iii) of Section 14a Competing Transaction, the Parties Shareholder agrees that he shall negotiate not enter into any understanding or arrangement with any party to such Competing Transaction or any affiliate of such party (including taking any employment, consulting, or advisory role with or holding any equity or debt in good faith and in a commercially reasonable manner an extension the Company or any successor entity of the term Company or its businesses) for a two-year period commencing on the date of this Agreementthe completion of the Competing Transaction.

Commitment to the Consortium. (a) Within the Exclusivity Period, term of this letter agreement and except for actions taken by Founder in his capacity as the Chief Executive Officersubject to Section 2(b), the Chairman of the Company Board or a Director of the Company, each Party will Shareholder and PE agree to deal exclusively with each other with respect to the Transaction and will notor other related matters, and neither the Shareholder nor PE will (and the Shareholder and PE will cause his or Bidco, MergerSub and its Representatives acting in such capacity not to, ) without the written consent of the other Partiesother: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions discussions, negotiations or negotiations related activities with the Company or any third party with respect to a Competing Transaction; , (ii) provide any information to any third party with a view to the third party or any other third party pursuing or considering to pursue a Competing Transaction; or , (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreementletter agreement or (iv) acquire any securities of the Company; provided that nothing in this letter agreement shall restrict or prevent you from conducting such activities in your capacity as Chief Executive Officer, Chairman or a member of the Board of the Company insofar as you take action in that connection other than in your capacity as a holder of securities of the Company. (b) Within The Shareholder agrees that, within the Exclusivity Periodterm of this letter agreement, each Party it will not, and will not permit his or any of its affiliates or Representatives to, directly or indirectly: (i) 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, any Shareholder's Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares Shareholder's Shares, or any right, title or interest thereto or therein; , (ii) deposit any Shareholder Shareholder's 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 Shareholder Shareholder's Shares; , (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate the Shareholder from performing his or its obligations under this Agreement; letter agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder you may make a Transfer solely for tax planning purposes to his your spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder you or his your spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, howeverthat, that in all cases, any such Transfer shall not relieve the transferor you of his or its obligations your obligation hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement letter agreement and becomes bound thereby as is the transferorwas you. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party Shareholder will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon the termination of this Agreement in accordance Transaction other than with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of PE or its affiliates. During the term of this Agreementletter agreement, the Shareholder shall promptly provide PE notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a holder of securities in the Company.

Commitment to the Consortium. (a) Within the Exclusivity Period, and except for actions taken by the Founder or any Management Members (as defined below) in his capacity their respective capacity, and as required by their respective fiduciary duties under the applicable law, as the Chief Executive Officer, the Chairman of the Company Board or a Director officers and/or directors of the Company, each Party Consortium Member will deal exclusively with each other with respect to the Transaction and will not, and will cause his or its Representatives acting in such capacity not to, without the written consent of the other PartiesConsortium Members: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties Consortium Members as contemplated under this Agreement. (b) Within the Exclusivity Period, each Party Consortium Member will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shareholder Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "“Transfer"”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or thereintherein except as contemplated under this Agreement and the Definitive Agreements; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) finance or offer to finance any Competing Transaction, including by offering any equity or debt finance in support of any Competing Transaction; (iv) take any action that would have the effect of preventing, disabling or delaying any Party or his Consortium Member or its affiliate from performing his or its obligations under this Agreement; or (ivv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii), (iii) or (iiiiv) of this Section 2(b3(b). Notwithstanding the foregoing, the Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of the Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, Each Consortium Member shall immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing TransactionTransaction and shall notify the other Consortium Members immediately if such Consortium Member or any of its Representatives receives any approach or communication with respect to any Competing Transaction and shall disclose to the other Consortium Members the identity of any other persons involved and the nature and content of the approach or communication. (d) Upon Each Consortium Member shall vote or cause to be voted all of the Shareholder Shares held by such Consortium Member (i) in favor of the adoption of the Merger Agreement and the Transaction and (ii) against any Competing Transaction at any shareholders meeting of the Company. (e) This Section 3 shall survive the termination of this Agreement in accordance with pursuant to clause (iiiii) of under Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of the term of this Agreement19.

Commitment to the Consortium. (a) ). Within the Exclusivity Period, and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party Consortium Member will deal exclusively with each other with respect to the Transaction and will not, and will cause his or its Representatives acting in such capacity not to, without the written consent of the other PartiesConsortium Members: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties Consortium Members as contemplated under this Agreement. (b) ). Within the Exclusivity Period, each Party Consortium Member will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shareholder Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "“Transfer"”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or thereintherein except as contemplated under this Agreement and the Definitive Agreements; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) finance or offer to finance any Competing Transaction, including by offering any equity or debt finance in support of any Competing Transaction; (iv) take any action that would have the effect of preventing, disabling or delaying any Party Consortium Member or his or its affiliate from performing his or its obligations under this Agreement; or (ivv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii), (iii) or (iiiiv) of this Section 2(b3(b). Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA each of NGM and Assure may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, . Each Consortium Member shall immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing TransactionTransaction and shall notify the other Consortium Members immediately if such Consortium Member or any of his or its Representatives receives any approach or communication with respect to any Competing Transaction and shall disclose to the other Consortium Members the identity of any other persons involved and the nature and content of the approach or communication. (d) Upon the termination of this Agreement in accordance with clause (iii) of Section 14, the Parties ). Each Consortium Member shall negotiate in good faith and in a commercially reasonable manner an extension vote or cause to be voted all of the term Shareholder Shares held by such Consortium Member (i) in favor of this Agreementthe adoption of the Merger Agreement and the Transaction and (ii) against any Competing Transaction at any shareholders meeting of the Company.

Commitment to the Consortium. (a) Within the Exclusivity Period, term of this letter agreement and except for actions taken by Founder in his capacity as the Chief Executive Officersubject to Section 2(b), the Chairman of the Company Board or a Director of the Company, each Party will Shareholder and MSPEA agree to deal exclusively with each other with respect to the Transaction and will notor other related matters, and neither the Shareholder nor MSPEA will (and the Shareholder and MSPEA will cause his or Bidco and its Representatives acting in such capacity not to, ) without the written consent of the other Partiesother: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions discussions, negotiations or negotiations related activities with the Company or any third party with respect to a Competing Transaction; , (ii) provide any information to any third party with a view to the third party or any other third party pursuing or considering to pursue a Competing Transaction; , or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreementletter agreement or(iv) acquire any securities of the Company; provided that nothing in this letter agreement shall restrict or prevent you from conducting such activities in your capacity as Chief Executive Officer, Chairman or a member of the Board of the Company insofar as you take action in that connection other than in your capacity as a holder of securities of the Company. (b) Within The Shareholder agrees that, within the Exclusivity Periodterm of this letter agreement, each Party it will not, and will not permit his or any of its affiliates or Representatives to, directly or indirectly: (i) 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, any Shareholder’s Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "“Transfer"”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares Shareholder’s Shares, or any right, title or interest thereto or therein; , (ii) deposit any Shareholder Shareholder’s 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 Shareholder Shareholder’s Shares; , (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate the Shareholder from performing his or its obligations under this Agreement; letter agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder you may make a Transfer to his your spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder you or his your spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, howeverthat, that in all cases, any such Transfer shall not relieve the transferor you of his or its obligations your obligation hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement letter agreement and becomes bound thereby as is the transferorwas you. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party Shareholder will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon the termination of this Agreement in accordance Transaction other than with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of MSPEA or its affiliates. During the term of this Agreementletter agreement, the Shareholder shall promptly provide MSPEA notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a holder of securities in the Company.

Commitment to the Consortium. (a) Within the Exclusivity Period, and except for actions taken by the Founder or any Management Members (as defined below) in his capacity their respective capacity, and as required by their respective fiduciary duties under the applicable law, as the Chief Executive Officer, the Chairman of the Company Board or a Director officers and/or directors of the Company, each Party Consortium Member will deal exclusively with each other with respect to the Transaction and will not, and will cause his or its Representatives acting in such capacity not to, without the written consent of the other PartiesConsortium Members: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties Consortium Members as contemplated under this Agreement. (b) Within the Exclusivity Period, each Party Consortium Member will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shareholder Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "“Transfer"”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or thereintherein except as contemplated under this Agreement and the Definitive Agreements; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) finance or offer to finance any Competing Transaction, including by offering any equity or debt finance in support of any Competing Transaction; (iv) take any action that would have the effect of preventing, disabling or delaying any Party or his Consortium Member or its affiliate from performing his or its obligations under this Agreement; or (ivv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii), (iii) or (iiiiv) of this Section 2(b3(b). Notwithstanding the foregoing, the Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of the Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, Each Consortium Member shall immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing TransactionTransaction and shall notify the other Consortium Members immediately if such Consortium Member or any of its Representatives receives any approach or communication with respect to any Competing Transaction and shall disclose to the other Consortium Members the identity of any other persons involved and the nature and content of the approach or communication. (d) Upon Each Consortium Member (other than the Sponsor) shall vote or cause to be voted all of the Shareholder Shares held by such Consortium Member (i) in favor of the adoption of the Merger Agreement and the Transaction and (ii) against any Competing Transaction at any shareholders meeting of the Company. (e) This Section 3 shall survive the termination of this Agreement in accordance with pursuant to clause (iiiii) of under Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of the term of this Agreement18.

Commitment to the Consortium. (a) Within the Exclusivity Period, and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman term of the Company Board or a Director of the Companythis Agreement, each Party will deal exclusively with each other with respect to the Transaction or other related matters, and will not, and will cause his or its Representatives acting in such capacity as well as Parent not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party or any other third party pursuing or considering to pursue a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreement; or (iv) acquire any securities of the Company; provided, however, that nothing in this Agreement shall restrict or prevent any Party or its Representative from conducting such activities in his or her capacity as a director or officer of the Company insofar as he or she takes action in that connection other than in his capacity as a shareholder of the Company. (b) Within the Exclusivity Periodterm of this Agreement, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "“Transfer"”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or therein; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon the termination of this Agreement in accordance with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of . During the term of this Agreement, the Management Shareholders shall promptly provide the PE Sponsor notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a shareholder of the Company.

Commitment to the Consortium. (a) Within the Exclusivity Period, term of this letter agreement and except for actions taken by Founder in his capacity as the Chief Executive Officersubject to Section 2(b), the Chairman of the Company Board or a Director of the Company, each Party will Shareholder and MSPEA agree to deal exclusively with each other with respect to the Transaction and will notor other related matters, and neither the Shareholder nor MSPEA will (and the Shareholder and MSPEA will cause his or Bidco and its and their Representatives acting in such capacity not to), without the written consent of the other Partiesother: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions discussions, negotiations or negotiations related activities with the Company or any third party with respect to a Competing Transaction; , (ii) provide any information to any third party with a view to the third party or any other third party pursuing or considering to pursue a Competing Transaction; or , (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreementletter agreement or (iv) acquire any securities of the Company; provided that nothing in this letter agreement shall restrict or prevent you from conducting such activities in your capacity as Chief Executive Officer, Chairman or a member of the Board of Directors of the Company insofar as you take action in that connection other than in your capacity as a holder of securities of the Company. (b) Within The Shareholder agrees that, within the Exclusivity Periodterm of this letter agreement, each Party it will not, and will not permit his or any of its affiliates or Representatives to, directly or indirectly: (i) 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, any Shareholder's Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares Shareholder's Shares, or any right, title or interest thereto or therein; , (ii) deposit any Shareholder Shareholder's 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 Shareholder Shareholder's Shares; , (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate the Shareholder from performing his or its obligations under this Agreement; letter agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder you may make a Transfer to his your spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder you or his your spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, howeverthat, that in all cases, any such Transfer shall not relieve the transferor you of his or its obligations your obligation hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement letter agreement and becomes bound thereby as is the transferorwas you. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party Shareholder will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon the termination of this Agreement in accordance Transaction other than with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of MSPEA or its affiliates. During the term of this Agreementletter agreement, the Shareholder shall promptly provide MSPEA notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a holder of securities in the Company.

Commitment to the Consortium. (a) Within the Exclusivity Period, and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman term of the Company Board or a Director of the Companythis Agreement, each Party will deal exclusively with each other with respect to the Transaction or other related matters, and will not, and will cause his or its Representatives acting in such capacity as well as Parent not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party or any other third party pursuing or considering to pursue a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreement; or (iv) acquire any securities of the Company; provided, however, that nothing in this letter agreement shall restrict or prevent any Party or its Representative from conducting such activities in his or her capacity as a director or officer of the Company insofar as he or she takes action in that connection other than in his capacity as a shareholder of the Company. (b) Within the Exclusivity Periodterm of this Agreement, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or therein; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon the termination of this Agreement in accordance with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of . During the term of this Agreement, the Founders shall promptly provide each of the PE Sponsors notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a shareholder of the Company.

Commitment to the Consortium. (a) Within the Exclusivity Period, Period and except for actions taken by Founder in his capacity as the Chief Executive Officersubject to Section 2(b), the Chairman of the Company Board or a Director of the Company, each Party will Shareholder and Abax agree to deal exclusively with each other with respect to the Transaction and will notTransaction, and neither the Shareholder nor Abax will (and the Shareholder and Abax will cause his or its Bidco and their Representatives acting in such capacity not to, ) without the written consent of the other Partiesor otherwise in the context of pursuing the Transaction: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions discussions, negotiations or negotiations related activities with the Company or any third party with respect to a Competing Transaction; , (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Transaction; , or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, with the Transaction involving all of the Parties as contemplated under this Agreementletter agreement; provided that nothing in this letter agreement shall restrict or prevent Mr. Fu from conducting such activities in his capacity as Chief Executive Officer, Chairman or a member of the Board of the Company insofar as he takes no action in that connection in his capacity as a holder of securities of the Company. (b) Within The Shareholder agrees that, within the Exclusivity Period, each Party it will not, and will not permit his or any of its affiliates or Representatives to, directly or indirectly: (i) 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, any Shareholder Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "“Transfer"”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares Shares, or any right, title or interest thereto or therein; , (ii) deposit any Shareholder 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 Shareholder Shares; , (iii) take any action that would make have the effect of preventing, disabling or delaying any Party or his or its affiliate the Shareholder from performing his or its obligations under this Agreement; letter agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party Shareholder will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon Transaction other than with Abax or its affiliates. During the termination of this Agreement in accordance with clause (iii) of Section 14Exclusivity Period, the Parties Shareholder shall negotiate provide Abax notice of any unsolicited offer or proposal received in good faith relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a commercially reasonable manner an extension holder of securities of the term of this AgreementCompany.

Commitment to the Consortium. (a) Within the Exclusivity Period, and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will deal exclusively with each other with respect to the Transaction and will not, and will cause his or its Representatives acting in such capacity not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreement; provided, however, that if Abax has not provided to the other Parties a written confirmation, which written confirmation to the other Parties, in exercising their good faith judgment, are reasonably satisfied with, on or prior to [Date] (60 days from the date hereof) (the "Exclusivity Expiry Date") that Abax continues to be interested in pursuing the Transaction as contemplated by this Agreement, this Agreement shall terminate with respect to Abax effective as of such Exclusivity Expiry Date. (b) Within the Exclusivity Period, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) 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, any Shares beneficially owned by such Party ("“Shareholder Shares"”) (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or therein; (ii) deposit any Shareholder 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 Shareholder Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b). Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor. (c) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. (d) Upon Subject to the provision in Section 2(a) with respect to Abax, upon the termination of this Agreement in accordance with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of the term of this Agreement.

Commitment to the Consortium. (a) Within the Exclusivity Period, Mx. Xxxx shall recuse himself from any discussions, negotiations or related activities on behalf of the Company and except for actions taken by Founder its Board of Directors (the “Board”) in connection with any Competing Transaction; provided that, if Mx. Xxxx determines, consistent with the advice of legal counsel, that he is obligated (in his capacity as the Chief Executive Officer, the Chairman or a member of the Board) to cooperate with the Company Board or a Director of (as requested by the Company) concerning a Competing Transaction in order for him to comply with his fiduciary duties under applicable law, each Party will Mx. Xxxx may provide such cooperation to the extent required to comply with such fiduciary duties. (b) Within the Exclusivity Period and subject to Section 2(a), the Shareholder and Baring agree to deal exclusively with each other with respect to the Transaction and will notneither the Shareholder nor Baring will, and will cause his or its Bidco and their respective Representatives acting in such capacity not to, without the written consent of the other Partiesor otherwise in the context of pursuing the Transaction: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; , (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Transaction; , or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, with the Transaction involving all of the Parties as contemplated under this Agreementletter agreement. (bc) Within The Shareholder agrees that, within the Exclusivity Period, each Party it will not, and will not permit his or any of its affiliates or Representatives to, directly or indirectly: (i) 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, any Shareholder Shares beneficially owned by such Party ("Shareholder Shares") (in each instance a "“Transfer"”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares Shares, or any right, title or interest thereto or therein; , (ii) deposit any Shareholder 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 Shareholder Shares; , (iii) take any action that would make have the effect of preventing, disabling or delaying any Party or his or its affiliate the Shareholder from performing his or its obligations under this Agreement; letter agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b2(c). Notwithstanding , except in order to comply with the foregoingShareholder’s contractual obligation relating to the Bank Debt Transaction, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferorif any. (cd) Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party Shareholder will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction other than with Baring or its affiliates. During the Exclusivity Period, the Shareholder shall provide Baring notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto. (de) Upon Mx. Xxxx shall, and shall cause the termination of this Agreement in accordance with clause (iii) of Section 14Shareholder to, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension vote all of the term Shareholder Shares against any Competing Transaction not involving Baring or its affiliates within 6 months after the date hereof, unless (i) Mx. Xxxx is advised by Nevada counsel reasonably acceptable to Baring (details of this Agreementwhich advice are provided to Baring), advising him that he is prohibited by Nevada law from voting against the Competing Transaction, or (ii) the Board or the independent Directors has notified Mx. Xxxx in writing prohibiting him from voting in relation to the Competing Transaction.