Common use of Irrevocable Election Clause in Contracts

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 9, the irrevocable election and agreement by such Rollover Shareholder to convert its Rollover Shares into Surviving Company Shares and agree to the cancellation of the Rollover Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees that from the date hereof until any termination of this Agreement pursuant 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), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Shares or any right, title or interest thereto or therein (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 Owned Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initio. (b) Each Rollover Shareholder further covenants and agrees that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awards, after the date hereof and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other person.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 910 and the proviso in Section 12(o), the irrevocable election and agreement by such Rollover Shareholder to convert contribute its respective Rollover Shares into Surviving Company in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly (and not jointly and severally), that from the date hereof until any termination of this Agreement pursuant to Section 910, except as expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offersell, (ii) sell (constructively or otherwise)offer to sell, transfergive, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectively, “Transfer”)of, or enter into any Contractagreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Rollover Shares, (ii) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Transfer ofRollover Shares, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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”)) trust with respect to any Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or could reasonably be expected to have the effect of preventing, disabling, disabling or delaying such Rollover Shareholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly (and not jointly and severally), that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Rollover Shares, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 910 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder to convert its Rollover Shares into Surviving Company Shares and agree Shareholders to the cancellation of their respective Rollover Shares, the subscription for Parent Shares and the voting of the Rollover Shares Shares, in each case on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 910, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, any Owned Rollover Shares or any right, title or interest thereto or therein (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 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 Owned Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly. (c) Unless required by law or legal process, each Rollover Shareholder shall not, and shall cause his or her Affiliates and representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent. Each Rollover Shareholder (a) consents to and authorizes the publication and disclosure by Parent of such Rollover Shareholder’s identity and ownership of the Rollover Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by law (including the rules and regulations of the U.S. Securities and Exchange Commission) in any press release, any Current Report on Form 6-K, the Proxy Statement, the Schedule 13E-3 and any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transactions contemplated thereby) and (iib) agrees promptly to give to Parent any Owned Shares with respect to which beneficial ownership is transferred or disposed to information it may reasonably request for the preparation of any other personsuch documents.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 9, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdco Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent Parent, the Company, and certain shareholders of the Company Rollover Stockholders (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder Stockholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further Stockholder covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderStockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Stockholders evidences, subject to Section 910, the irrevocable election and agreement by such Rollover Shareholder Stockholder to convert contribute its respective Rollover Shares into Surviving Company in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees agrees, severally and not jointly (and not jointly and severally), that from the date hereof until any termination of this Agreement pursuant to Section 910, except as expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offersell, (ii) sell (constructively or otherwise)offer to sell, transfergive, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectively, “Transfer”)of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Rollover Shares, (ii) enter into any Contract, option or other arrangement undertaking or understanding with respect to a Transfer or limitation on voting rights of any of the Transfer ofRollover Shares, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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”)) trust with respect to any Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or could reasonably be expected to have the effect of preventing, disabling, disabling or delaying such Rollover Shareholder Stockholder from performing any of its obligations under this 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 Transfer, or other action, in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further Stockholder covenants and agrees agrees, severally and not jointly (and not jointly and severally), that such Rollover Shareholder Stockholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderStockholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise exercise, conversion or conversion exchange of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Rollover Shares, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Stockholders evidences, subject to Section 910, the irrevocable election and agreement by such Rollover Shareholder Stockholder to convert its Rollover contribute his or her respective Securities in exchange for Parent Shares into Surviving Company Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees agrees, severally but not jointly, that from the date hereof until any termination of the Expiration Time (as defined below), except as expressly contemplated under this Agreement pursuant to Section 9or the Merger Agreement, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transferoffer to sell, give, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectivelyby merger, “Transfer”testamentary disposition, operation of law or otherwise), or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of (by merger, testamentary disposition, operation of law or otherwise), an interest in any Securities (“Transfer”) or permit the Transfer by any of his or her Affiliates of an interest in any Securities, (ii) enter into any Contract, option or other arrangement undertaking or understanding with respect to a Transfer or limitation on voting rights of any of the Transfer ofSecurities, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned Shares Securities into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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”)) trust with respect to any Owned SharesSecurities, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Parent set forth in the Merger Agreement or this Agreement untrue or incorrect or could reasonably be expected to have the effect of preventing, disabling, disabling or delaying such Rollover Shareholder Stockholder from performing his or her obligations under this Agreement or that is intended, or 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 Transfer, or other action, in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further Stockholder covenants and agrees agrees, severally but not jointly, that such Rollover Shareholder Stockholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderStockholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise exercise, conversion or conversion exchange of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Rollover Shares, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder evidences, subject to Section 99 and the proviso in Section 11(m), the irrevocable election and agreement by such the Rollover Shareholder to convert its Rollover Shares into Surviving Company subscribe for Holdco Shares and agree to the cancellation of the Rollover Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder covenants and agrees that from the date hereof until any termination of this Agreement pursuant to Section 9, such the Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Shares or any right, title or interest thereto or therein (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 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 Owned Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of 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 Owned Shares, (iv) knowingly take any action that would make any representation or warranty of such the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such the Rollover Shareholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each The Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such the Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such the Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awards, after the date hereof and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personhereof.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 97, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company Shares and agree to the cancellation of the Rollover receive in exchange for Parent Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 97, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding Contract with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among between Parent and certain shareholders holders of the Company Shares (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personthe information set forth on the signature pages hereunder shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 912, the irrevocable election and agreement by such Rollover Shareholder to convert contribute his/her/its respective Rollover Shares into Surviving Company to Merger Sub in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally but not jointly, that from during the period commencing on the date hereof and continuing until any termination of the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under this Agreement pursuant to Section 9or 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), transferoffer to sell, give, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectively, “Transfer”)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, option or other arrangement undertaking or understanding with respect to the a Transfer ofor limitation on voting rights of any of his/her/its Rollover Shares, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned of his/her/its Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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”)) trust with respect to any Owned of his/her/its Rollover Shares, (iv) knowingly take any action that would make could reasonably be expected to have the effect of making any representation of his/her/its representations or warranty of such Rollover Shareholder warranties set forth in this Agreement untrue or incorrect inaccurate, reducing or have limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the effect ownership 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 Transfer, or other action, in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally but not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four two (242) hoursBusiness Days) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise exercise, conversion or conversion exchange of any securities of the Company, including any Company Share Awardsif any, after the date hereof and other than a conversion of his/her/its ADSs into Rollover Shares pursuant to Section 4. Any such Shares shall automatically become subject to the terms of this Agreement as “Rollover Shares”, and Schedule A hereto shall be deemed amended accordingly to reflect the rollover of such Shares. (iic) Each Rollover Shareholder hereby waives, and agrees not to exercise, any Owned Shares and all of his/her/its dissenter’s rights in connection with the Transaction with respect to which beneficial ownership is transferred or disposed any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act). Mxxxxx Sub hereby irrevocably and unconditionally waives any and all dissenter’s rights in connection with the Transactions with respect to any other personand all Rollover Shares to be contributed to it pursuant to this Agreement or otherwise beneficially owned by Mxxxxx Sub immediately prior to or at the Effective Time.

Irrevocable Election. (a) The execution of this Agreement by each Holdco and the Rollover Shareholder Holders evidences, subject to Section 911 and the proviso in Section 25, the irrevocable election and agreement by such Holdco and the Rollover Shareholder Holders to convert its contribute their respective Rollover Shares into Surviving Company as a capital contribution and in exchange for Holdco Shares and agree to or Options at the cancellation of the Rollover Shares Contribution 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 agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 911, such Rollover Shareholder he, she or it shall not, directly or indirectly, (i) tender any Owned Shares subject to this Agreement into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Shares subject to this Agreement or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Shares subject to this Agreement into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 the date hereof by and among Parent and certain shareholders of Parent, the Company and the Rollover Holders (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 Owned such Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder person set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder person from performing any of his, her or its obligations under this 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 in violation of this paragraph shall be null and void ab initio. (b) Each of Holdco and the Rollover Shareholder further Holders covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder he, she or it shall promptly (and in any event within twenty-twenty four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholderhim, her or it, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 98 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdings Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, except that (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 until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement with respect to any Rollover Shares (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of Holdings, the Company and the Rollover Shareholders (the “Voting Agreement”) and the Amended and Restated Consortium Agreement dated as of June 22August 16, 20162013, as amended by the First Amendment to Consortium Agreement dated as of December 5, 2013,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.) ( ) Rollover Shareholders (the “Consortium Agreement”)) with respect to any Owned Shares), (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, except that (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 such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company Holdings of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof and (ii) any Owned Rollover Shares with respect to which beneficial ownership is transferred or disposed to any other personPerson. Any Shares acquired by such Rollover Shareholder as described in foregoing clause shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 99 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdco Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of the Company Rollover Stockholders (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder Stockholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further Stockholder covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder Stockholder shall promptly (and in any event within twenty-four (24) 24 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderStockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 97, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company Shares and agree to the cancellation of the Rollover receive in exchange for Parent Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 97, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “"Transfer”"), or enter into any Contract, option or other arrangement or understanding Contract with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (including by operation of lawLaw) including, without limitation, any swap transaction, option, warrant, forward purchase except pursuant to this Agreement 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”)Merger Agreement, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders holders of the Company Shares (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that (i) such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof, and (ii) such Rollover Shareholder shall not take any Owned action that would make any representation or warranty of such Rollover Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Shareholder of its/his/her obligations under this Agreement. Any such Shares with respect acquired by a Rollover Shareholder as a result of a share dividend or distribution, share split, share combination, reclassification or exchange shall automatically become subject to which beneficial ownership is transferred or disposed to any other personthe terms of this Agreement, and the information set forth on the signature pages hereunder shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 912, the irrevocable election and agreement by such Rollover Shareholder to convert contribute his/her/its respective Rollover Shares into Surviving Company to Merger Sub in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally but not jointly, that from during the period commencing on the date hereof and continuing until any termination of the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under this Agreement pursuant to Section 9or 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), transferoffer to sell, give, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectively, “Transfer”)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, option or other arrangement undertaking or understanding with respect to the a Transfer ofor limitation on voting rights of any of his/her/its Rollover Shares, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned of his/her/its Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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”)) trust with respect to any Owned of his/her/its Rollover Shares, (iv) knowingly take any action that would make could reasonably be expected to have the effect of making any representation of his/her/its representations or warranty of such Rollover Shareholder warranties set forth in this Agreement untrue or incorrect inaccurate, reducing or have limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the effect ownership 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 Transfer, or other action, in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally but not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four two (242) hoursBusiness Days) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise exercise, conversion or conversion exchange of any securities of the Company, including any Company Share Awardsif any, after the date hereof and other than a conversion of his/her/its ADSs into Rollover Shares pursuant to Section 4. Any such Shares shall automatically become subject to the terms of this Agreement as “Rollover Shares”, and Schedule A hereto shall be deemed amended accordingly to reflect the rollover of such Shares. (iic) Each Rollover Shareholder hereby waives, and agrees not to exercise, any Owned Shares and all of his/her/its dissenter’s rights in connection with the Transaction with respect to which beneficial ownership is transferred or disposed any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act). Xxxxxx Sub hereby irrevocably and unconditionally waives any and all dissenter’s rights in connection with the Transactions with respect to any other personand all Rollover Shares to be contributed to it pursuant to this Agreement or otherwise beneficially owned by Xxxxxx Sub immediately prior to or at the Effective Time.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 910 and the proviso in Section 11(o), the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and jointly, that from the date hereof until any termination of this Agreement pursuant to Section 910, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offersell, (ii) sell (constructively or otherwise)offer to sell, transfergive, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectively, “Transfer”)of, or enter into any Contractagreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Rollover Shares, in each case, except as expressly contemplated under this Agreement, the Merger Agreement and the Investment Agreement, (ii) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Transfer ofRollover Shares, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney proxies or enter into a voting agreement (other than that certain Voting Agreement dated as agreement, power of February 2, 2016 by and among Parent and certain shareholders of 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”)) attorney or voting trust with respect to any Owned SharesRollover Shares (other than the Voting Agreement and the Consortium Agreement), or (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or could reasonably be expected to have the effect of preventing, disabling, disabling or delaying such Rollover Shareholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Rollover Shares, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 99 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder to convert its Rollover Shares into Surviving Company Shares and agree Shareholders to the cancellation of their respective Rollover Shares, the subscription for Parent Shares and the voting of the Rollover Shares Shares, in each case on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) offer for sale, sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, any Owned Rollover Shares or any right, title or interest thereto or therein (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 Rollover Shares and that (xA) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Owned Rollover Shares and/or (yB) grants a third party the right to vote or direct the voting of such Owned Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initio. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly. (c) Unless required by law or legal process, each Rollover Shareholder shall not, and shall cause his or her Affiliates and Representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent. Each Rollover Shareholder (i) consents to and authorizes the publication and disclosure by Parent and the Company of such Rollover Shareholder’s identity and ownership of the Rollover Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent or the Company reasonably determines in its good faith judgment is required to be disclosed by law (including the rules and regulations of the U.S. Securities and Exchange Commission) in any press release, any Current Report on Form 6-K, the Proxy Statement, the Schedule 13E-3 and any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Authority in connection with the Merger Agreement (or the transactions contemplated thereby) and (ii) agrees promptly to give to Parent and the Company any Owned Shares with respect to which beneficial ownership is transferred or disposed to information it may reasonably request for the preparation of any other personsuch documents.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 911 and the proviso in Section 24, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdings Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 911, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement with respect to any Rollover Shares (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of Parent, the Company and the Rollover Shareholders (the “Voting Agreement”) and the Amended and Restated Consortium Agreement dated as of June 22July 6, 20162012, by and among the Chairman PartiesXxxxxxx Xxx Xxx, Anhui Zhongan Xinzhao Private Equity ChemExplorer Investment LLP ( )Holdings Limited, Dajun Guangcheng (Shanghai) Capital Fund I, L.P. ( )ChemPartner Investment Holdings Limited and Guangzhou Huifu Kaile Investment (L.P.) ( ) TPG Star Charisma Limited (the “Consortium Agreement”)) with respect to any Owned Shares), (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company Holdings of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof and (ii) any Owned Rollover Shares with respect to which beneficial ownership is transferred or disposed to any other personPerson. Any Shares acquired by such Rollover Shareholder as described in foregoing clause (i), other than Exempted Shares (as defined below), shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 99 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdco Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Support Agreement dated as of February 2, 2016 even date herewith by and among Parent Parent, the Company, and certain shareholders of the Company Rollover Stockholders (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder Stockholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further Stockholder covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder Stockholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderStockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 99 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder to convert its Rollover Shares into Surviving Company Shares and agree Shareholders to the cancellation of their respective Rollover Shares and to the Rollover subscription for Holdco Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, any Owned Rollover Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent Parent, the Company, and certain shareholders of the Company Rollover Shareholders (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 99 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdco Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent Parent, the Company, and certain shareholders of the Company Rollover Stockholders (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder Stockholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further Stockholder covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder Stockholder shall promptly (and in any event within twenty-four (24) 24 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderStockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Holders evidences, subject to Section 98 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Holders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdco Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Holder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 98, such Rollover Shareholder Holder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (including by operation of law) includingLaw), 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 except (x) haspursuant to this Agreement or the Merger Agreement, 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 any Transfer to vote or direct the voting an Affiliate of such Owned Shares (any Rollover Holder, provided that such transaction, Affiliate shall have agreed in writing in a “Derivative Transaction”)form reasonably acceptable to Parent and the Company to be bound by this Agreement, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of Parent, the Company and the Rollover Holders (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Holder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder Holder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further Holder covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder Holder shall promptly (and in any event within twenty-four (24) 24 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderHolder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 99 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder to convert its Rollover Shares into Surviving Company Shares and agree Shareholders to the cancellation contribution of the Rollover Shares in exchange for Parent Shares and the 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 agree that from the date hereof until any termination of this Agreement pursuant to Section 9, such the Rollover Shareholder Shareholders shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, any Owned Rollover Shares or any right, title or interest thereto or therein (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 Rollover Shares and that (x) has, or would reasonably be expected to have, the effect of reducing or limiting such the Rollover Shareholder’s Shareholders’ economic interest in such Owned the Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned any Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned SharesRollover Shares other than the Entrustment Agreement, (iv) knowingly take any action that would make any representation or warranty of such the Rollover Shareholder Shareholders set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such the Rollover Shareholder Shareholders from performing any of its their obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each The Rollover Shareholder Shareholders further covenants covenant and agrees agree that such the Rollover Shareholder Shareholders shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such any Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly. (c) Unless required by law or legal process, the Rollover Shareholders shall not, and shall cause their Affiliates and representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent. The Rollover Shareholders (a) consent to and authorize the publication and disclosure by Parent of the Rollover Shareholders' identities and ownership of the Rollover Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by law (including the rules and regulations of the U.S. Securities and Exchange Commission) in any press release, any Current Report on Form 8-K, the Proxy Statement, the Schedule 13E-3 and any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transactions contemplated thereby) and (iib) agree promptly to give to Parent any Owned Shares with respect to which beneficial ownership is transferred or disposed to information it may reasonably request for the preparation of any other personsuch documents.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 912 and the proviso in Section 13(o), the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 912, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offersell, (ii) sell (constructively or otherwise)offer to sell, transfergive, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectively, “Transfer”)of, or enter into any Contractagreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of his or her Affiliates of an interest in any Rollover Shares, in each case, except as expressly contemplated under this Agreement, the Merger Agreement and the Consortium Agreement, (ii) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Transfer ofRollover Shares, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney proxies or enter into a voting agreement (other than that certain Voting Agreement dated as agreement, power of February 2, 2016 by and among Parent and certain shareholders of 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”)) attorney or voting trust with respect to any Owned SharesRollover Shares (other than the Voting Agreement and the Consortium Agreement), or (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or could reasonably be expected to have the effect of preventing, disabling, disabling or delaying such Rollover Shareholder from performing any of its his or her obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares, other than the Exempted Shares (as defined below), shall automatically become subject to the terms of this Agreement as Rollover Shares, and Schedule A shall be deemed amended accordingly. (iic) Each Rollover Shareholder hereby irrevocably appoints Xx. Xxx Xxxx Xxxx as the representative of such Rollover Shareholder (the “Rollover Shareholder Representative”) to act on behalf of such Rollover Shareholder in respect of all matters arising from or in connection with this Agreement and the transactions contemplated hereby and by the Consortium Agreement and the Merger Agreement, including engaging in discussions and negotiations with Parent or any Owned other Person, determining the terms thereof and executing all such documents necessary or appropriate in conjunction therewith, provided, that the Rollover Shareholder Representative shall consult in good faith with the Rollover Shareholders in making decisions under this Agreement in his capacity as the Rollover Shareholder Representative; provided further, that the Rollover Shareholder Representative shall not have any liability to any party or other person for any breach of this Agreement by any other Rollover Shareholder. (d) Parent may permit any additional shareholders to roll over their Shares with respect the consent of the Rollover Shareholder Representative, which consent shall not be unreasonably withheld or delayed. Any such additional shareholder shall, as determined by Parent, execute a Joinder Agreement in the form and substance attached hereto as Exhibit A for such additional shareholder to which beneficial ownership is transferred or disposed become a Rollover Shareholder and a party to any other personthis Agreement.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 98 and the proviso in Section 21, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its have their Rollover Shares into Surviving Company Shares and agree to cancelled in connection with the cancellation of the Rollover Shares on the terms and conditions set forth hereinMerger. In furtherance of the foregoing, each Rollover Shareholder severally and not jointly, except that (i) each of the 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 until any termination of this Agreement pursuant to Section 98, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, the “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned SharesRollover Shares (other than this Agreement), (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his/her/its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further severally and not jointly, except that (i) each of the 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 such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 9, the irrevocable election and agreement by such Rollover Shareholder to convert its Rollover Shares into Surviving Company Shares and agree to the cancellation of the Rollover Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees that from the date hereof until any termination of this Agreement pursuant 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), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Shares or any right, title or interest thereto or therein (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 Owned Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of the Company (the “Voting Agreement”) and the Amended and Restated Consortium Agreement dated as of June 22February 2, 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 Owned Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initio. (b) Each Rollover Shareholder further covenants and agrees that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awards, after the date hereof and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other person.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Holder evidences, subject to Section 9, the irrevocable election and agreement by such the Rollover Shareholder Holder to convert its Rollover Shares into Surviving Company Shares and agree to the cancellation of contribute the Rollover Shares in exchange for 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 that from the date hereof until any termination of this Agreement pursuant to Section 9, such the Rollover Shareholder Holder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned 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 would make any representation or warranty of such the Rollover Shareholder Holder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such the Rollover Shareholder Holder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each The Rollover Shareholder further Holder covenants and agrees that such the Rollover Shareholder Holder shall promptly (and in any event within twenty-four two (242) hoursBusiness Days) notify Parent Holdco and the Company Topco of (i) any new Company Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderHolder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof and (ii) any Owned hereof. Any such Company Shares with respect shall automatically become subject to which beneficial ownership is transferred or disposed to any other personthe terms of this Agreement.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 94.02, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdco Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 94.02, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent Parent, Holdco and certain shareholders of the Company Rollover Shareholders (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 Owned 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 would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 24 hours) notify Parent and the Company Holdco of (i) any new Company Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any options, warrants, convertible debt, other convertible instruments or rights to acquire shares or securities of the CompanyCompany (“Company Securities”), including any Company Share Awardsif any, after the date hereof hereof. Any such Company Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule 1 hereto shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholders evidences, subject to Section 98 and the proviso in Section 20, the irrevocable election and agreement by such the Rollover Shareholder Stockholders to convert its contribute their respective Rollover Shares into Surviving Company Shares and agree to in exchange for Parent Units at the cancellation of the Rollover Shares Contribution Closings, as applicable, on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder Stockholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 98, such Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder Stockholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initio. (b) void. Each Rollover Shareholder further Stockholder covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder Stockholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares Shares, Company Options and/or Company RSAs with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderStockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares, Company Options and/or Company RSAs shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 99 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder to convert its Rollover Shares into Surviving Company Shares and agree Shareholders to the cancellation of their respective Rollover Shares, the subscription for Holdco Shares and the voting of the Rollover Shares Shares, in each case on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, any Owned Rollover Shares or any right, title or interest thereto or therein (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 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 Owned Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company Holdco of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly. (c) Unless required by law or legal process, each Rollover Shareholder shall not, and shall cause his or her Affiliates and representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent. Each Rollover Shareholder (a) consents to and authorizes the publication and disclosure by Holdco of such Rollover Shareholder’s identity and ownership of the Rollover Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Holdco reasonably determines in its good faith judgment is required to be disclosed by law (including the rules and regulations of the U.S. Securities and Exchange Commission) in any press release, any Current Report on Form 6-K, the Proxy Statement, the Schedule 13E-3 and any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transactions contemplated thereby) and (iib) agrees promptly to give to Holdco any Owned Shares with respect to which beneficial ownership is transferred or disposed to information it may reasonably request for the preparation of any other personsuch documents.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Person evidences, subject to Section 97 hereof, the irrevocable election and agreement by such Rollover Shareholder Person to convert its Rollover subscribe for Parent Shares into Surviving Company Shares and/or receive Parent Options and agree to the cancellation of the 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 agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 96 hereof, such Rollover Shareholder Person shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Rollover Shares or Rollover Options or any right, title or interest thereto or therein (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 Rollover Shares and or Rollover Options which (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover ShareholderPerson’s economic interest in such Owned Rollover Shares or Rollover Options and/or (y) grants a third party the right to vote or direct the voting of such Owned Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of the Company such Rollover Person (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Person set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, would prevent or delaying delay such Rollover Shareholder Person from performing any of its his or her obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder Person further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder Person (i) shall promptly (and in any event within twentyforty-four eight (2448) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover ShareholderPerson, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awards, after the date hereof hereof, and (ii) shall not exercise any Owned Shares with respect of his or her Rollover Options from the date hereof until the cancellation thereof pursuant to which beneficial ownership is transferred Section 2(b) hereof or disposed any termination of this Agreement pursuant to any other personSection 6 hereof.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Person evidences, subject to Section 96 hereof, the irrevocable election and agreement by such the Rollover Shareholder Person to convert its Rollover Shares into Surviving Company subscribe for Parent Shares and agree to the cancellation of the 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 that from the date hereof until any termination of this Agreement pursuant to Section 95 hereof, such the Rollover Shareholder Person shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Rollover Shares or any right, title or interest thereto or therein (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 Rollover Shares and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting such the Rollover ShareholderPerson’s economic interest in such Owned Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of the Company Rollover Person (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such the Rollover Shareholder Person set forth in this Agreement untrue or incorrect or have would prevent or delay the effect of preventing, disabling, or delaying such Rollover Shareholder Person from performing any of its his obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each The Rollover Shareholder Person further covenants and agrees that such Rollover Shareholder he shall promptly (and in any event within twentyforty-four eight (2448) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such the Rollover ShareholderPerson, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awards, after the date hereof and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personhereof.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder evidences, subject to Section 910 and the proviso in Section 12(o), the irrevocable election and agreement by such the Rollover Shareholder to convert contribute its Rollover Shares into Surviving Company in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder covenants and agrees that from the date hereof until any termination of this Agreement pursuant to Section 910, such the Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offersell, (ii) sell (constructively or otherwise)offer to sell, transfergive, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectively, “Transfer”)of, or enter into any Contractagreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Rollover Shares, in each case, except as expressly contemplated under this Agreement or the Merger Agreement, (ii) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Transfer ofRollover Shares, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney proxies or enter into a voting agreement (other than that certain Voting Agreement dated as agreement, power of February 2, 2016 by and among Parent and certain shareholders of 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”)) attorney or voting trust with respect to any Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or could reasonably be expected to have the effect of preventing, disabling, disabling or delaying such the Rollover Shareholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each The Rollover Shareholder further covenants and agrees that such the Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such the Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Rollover Shares, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder the Founder evidences, subject to Section 9, the irrevocable election and agreement by such Rollover Shareholder the Founder to convert its Rollover contribute the Founder Shares into Surviving Company Shares and agree to the cancellation of the Rollover in exchange for Parent Shares on the terms and conditions set forth herein. . (b) The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 9, the irrevocable election and agreement by the Rollover Shareholders to consent to the terms of the Merger being that the Rollover Shares beneficially owned by the Rollover Shareholders will not be converted into the right to receive the Per Share Merger Consideration, but rather that they will remain outstanding and survive the Merger, and to waive any right to any Per Share Merger Consideration with respect to the Rollover Shares in exchange for continuing beneficial ownership of such Rollover Shares following the Closing. (c) In furtherance of the foregoingforegoing clauses (a) and (b), each of the Founder and the Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, the Founder or such Rollover Shareholder Shareholder, as applicable, shall not, directly or indirectly, (i) tender any Owned Founder Shares or Rollover Shares, as applicable, into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer ofof any Founder Shares or Rollover Shares, any Owned Shares as applicable, or any right, title or interest thereto or therein (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 Owned Founder Shares or Rollover Shares, as applicable, into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent Parent, the Company, the Founder and certain shareholders of the Company Rollover Shareholders (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 Owned Founder Shares or Rollover Shares, as applicable, (iv) knowingly take any action that would make any representation or warranty of the Founder or such Rollover Shareholder Shareholder, as applicable, set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Founder or such Rollover Shareholder Shareholder, as applicable, from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (bd) Each The Founder and each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that the Founder or such Rollover Shareholder Shareholder, as applicable, shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by the Founder or such Rollover Shareholder, as applicable, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred Schedule A or disposed to any other personSchedule B, as applicable, shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder evidences, subject to Section 97, the irrevocable election and agreement by such the Rollover Shareholder to convert its contribute the Rollover Shares into Surviving Company Shares and agree to the cancellation of the Rollover receive in exchange for Parent Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each the Rollover Shareholder covenants and agrees that from the date hereof until any termination of this Agreement pursuant to Section 97, such the Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding Contract with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among between Parent and certain shareholders holders of the Company Shares (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such the Rollover Shareholder from performing any of its his obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each The Rollover Shareholder further covenants and agrees that such the Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such the Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personthe information set forth on the signature pages hereunder shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 98 and the proviso in Section 21, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its have their Rollover Shares into Surviving Company Shares and agree to cancelled in connection with the cancellation of the Rollover Shares on the terms and conditions set forth hereinMerger. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 98, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder Holder evidences, subject to Section 913 and the proviso in Section 27, the irrevocable election and agreement by such Rollover Shareholder Holder to convert (i) contribute his, her or its Rollover Shares into Surviving Company and/or Cash Consideration in exchange for Parent Shares and agree (ii) to the cancellation of the 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 agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 913, such Rollover Shareholder he, she or it shall not, directly or indirectly, (i) tender any Owned Shares subject to this Agreement into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Shares subject to this Agreement or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Shares subject to this Agreement into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 the date hereof by and among Parent and certain shareholders of Parent, the Company and the Rollover Holders (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 Owned such Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder Holder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder Holder from performing any of his, her or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) The execution of this Agreement by Purchaser evidences, subject to Section 13 and the proviso in Section 27, the irrevocable election and agreement by Purchaser to purchase the Shares to be purchased pursuant to Section 4 at the Contribution Closing on the terms and conditions set forth herein. (c) Each of the Rollover Shareholder further Holders covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder he, she or it shall promptly (and in any event within twenty-four two (242) hoursBusiness Days) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 13d-3(a)(2) of the Exchange Act) is acquired by such Rollover Shareholderhim, her or it, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof (for the avoidance of doubt this Section 7(c) shall apply only to issued and (ii) outstanding shares of common stock, par value $0.00001 per share, of the Company). Upon mutual written agreement between any Owned such Rollover Holder, Parent and Purchaser, any such Shares with respect shall become subject to which beneficial ownership is transferred or disposed to any other personthe terms of this Agreement, and Schedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Stockholder evidences, subject to Section 99 and the proviso in Section 23, the irrevocable election and agreement by such the Rollover Shareholder Stockholder to convert its Rollover Shares into Surviving Company Shares and agree to the cancellation of contribute the Rollover Shares in exchange for 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 that from the date hereof until any termination of this Agreement pursuant to Section 9, such the Rollover Shareholder Stockholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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”Law), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of the Company Rollover Stockholder (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such the Rollover Shareholder Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such the Rollover Shareholder Stockholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each The Rollover Shareholder further Stockholder covenants and agrees that such Rollover Shareholder Stockholder shall promptly (and in any event within twenty-four (24) 24 hours) notify Parent and of any new shares of common stock, par value $0.001 per share, of the Company of (i“Shares”) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such the Rollover ShareholderStockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become Rollover Shares and (ii) any Owned Shares with respect subject to which beneficial ownership is transferred or disposed to any other personthe terms of this Agreement.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 98 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdings Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, except that (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 until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement with respect to any Rollover Shares (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of Holdings, the Company and the Rollover Shareholders (the “Voting Agreement”) and the Amended and Restated Consortium Agreement dated as of June 22August 16, 20162013, as amended by the First Amendment to Consortium Agreement dated as of December 5, 2013,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.) ( ) Rollover Shareholders (the “Consortium Agreement”)) with respect to any Owned Shares), (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, except that (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 such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company Holdings of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof and (ii) any Owned Rollover Shares with respect to which beneficial ownership is transferred or disposed to any other personPerson. Any Shares acquired by such Rollover Shareholder as described in foregoing clause shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 910 and the proviso in Section 12(o), the irrevocable election and agreement by such Rollover Shareholder to convert contribute its respective Rollover Shares into Surviving Company in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly (and not jointly and severally), that from the date hereof until any termination of this Agreement pursuant to Section 910 , except as expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offersell, (ii) sell (constructively or otherwise)offer to sell, transfergive, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise transfer or dispose of (collectively, “Transfer”)of, or enter into any Contractagreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Rollover Shares, (ii) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Transfer ofRollover Shares, any Owned Shares or any right, title or interest thereto or therein (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”)therein, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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”)) trust with respect to any Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or could reasonably be expected to have the effect of preventing, disabling, disabling or delaying such Rollover Shareholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initionull and void. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly (and not jointly and severally), that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Rollover Shares, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 98 and the proviso in Section 20, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 98, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement with respect to any Rollover Shares (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of Parent, the Company and the Rollover Shareholders (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 Owned Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be null and void ab initio. (ba) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 48 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock share dividend, stock share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof and (ii) any Owned Rollover Shares with respect to which beneficial ownership is transferred or disposed to any other person. Any Shares acquired by such Rollover Shareholder as described in foregoing clause (i) shall automatically become subject to the terms of this Agreement, and Schedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 98 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Parent Shares and agree to at the cancellation of the Rollover Shares on Contribution Closing upon the terms and subject to conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 98, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (including by operation of law) includingLaw), 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 except (x) haspursuant to this Agreement or the Merger Agreement, or would reasonably be expected (y) any Transfer to have, the effect an Affiliate of reducing or limiting such Rollover Shareholder’s economic interest , provided that such Affiliate shall have agreed in such Owned Shares and/or (y) grants writing in a third party form reasonably acceptable to Parent and the right Company to vote or direct the voting of such Owned Shares (any such transaction, a “Derivative Transaction”)be bound by this Agreement, (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of Parent, the Company and the Rollover Shareholders (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 24 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awardsif any, after the date hereof hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule A shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Persons evidences, subject to Section 96 hereof, the irrevocable election and agreement by such the Rollover Shareholder Persons to convert its Rollover Shares into Surviving Company subscribe for Parent Shares and agree to the cancellation of the 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 agree that from the date hereof until any termination of this Agreement pursuant to Section 95 hereof, such the Rollover Shareholder Persons shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Rollover Shares or any right, title or interest thereto or therein (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 Rollover Shares and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting such the Rollover Shareholder’s Persons’ economic interest in such Owned Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of the Company Rollover Persons (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 Owned Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such the Rollover Shareholder Persons set forth in this Agreement untrue or incorrect or have would prevent or delay the effect of preventing, disabling, or delaying such Rollover Shareholder Persons from performing any of its their obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each The Rollover Shareholder Persons further covenants covenant and agrees agree that such Rollover Shareholder they shall promptly (and in any event within twentyforty-four eight (2448) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such the Rollover ShareholderPersons, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awards, after the date hereof and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personhereof.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 94.02, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its contribute their respective Rollover Shares into Surviving Company in exchange for Holdco Shares and agree to at the cancellation of the Rollover Shares Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 94.02, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Shares or any right, title or interest thereto or therein (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 Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 by and among Parent and certain shareholders of 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 Owned 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 would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 24 hours) notify Parent and the Company Holdco of (i) any new Company Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any options, warrants, convertible debt, other convertible instruments or rights to acquire shares or securities of the CompanyCompany (“Company Securities”), including any Company Share Awardsif any, after the date hereof hereof. Any such Company Shares shall automatically become subject to the terms of this Agreement, and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other personSchedule 1 hereto shall be deemed amended accordingly.

Irrevocable Election. (a) The execution of this Agreement by each the Rollover Shareholder Shareholders evidences, subject to Section 98 and the proviso in Section 22, the irrevocable election and agreement by such the Rollover Shareholder Shareholders to convert its cancel their respective Rollover Shares into Surviving Company in exchange for Parent Shares and agree to the cancellation of at the Rollover Shares on Closing upon the terms and subject to conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 98, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Rollover Shares into any tender or exchange offer, ; (ii) sell (constructively or otherwise), offer to sell, give, transfer, pledge, hypothecate, grant, encumber, assign assign, grant any option for the sale of or otherwise dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any Contractcontract, option or other arrangement or understanding with respect to the Transfer of, of any Owned Rollover Shares or any right, title or interest thereto or therein (including by operation of law) 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 except (x) haspursuant to this Agreement or the Merger Agreement, or would reasonably be expected (y) any Transfer to have, the effect an Affiliate of reducing or limiting such Rollover Shareholder’s economic interest , provided that such Affiliate shall have agreed in such Owned Shares and/or (y) grants writing in a third party form reasonably acceptable to Parent to be bound by this Agreement and notice shall have been provided to the right to vote or direct the voting of such Owned Shares (any such transaction, a “Derivative Transaction”), Company; (iii) deposit any Owned Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement dated as of February 2, 2016 even date herewith by and among Parent and certain shareholders of the Company Rollover Shareholders (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 Owned Rollover Shares, ; or (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of its obligations under this 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 in violation of this paragraph shall be void ab initiovoid. (b) Each Rollover Shareholder further covenants and agrees agrees, severally and not jointly, that (i) without the prior written consent of Parent and the Company, such Rollover Shareholder shall not, directly or indirectly, alone or with others in any manner, acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, or enter into any agreement, arrangement or undertaking to acquire, directly or indirectly, alone or in concert with others by purchase, gift or otherwise, any direct or indirect interest in Shares, (ii) such Rollover Shareholder shall promptly (and in any event within twenty-four (24) 24 hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividendpurchase, stock share dividend or distribution, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any options or securities of the Company, including any Company Share Awardsif any, after the date hereof hereof, and (iiiii) such Rollover Shareholder shall not take any Owned action that would make any representation or warranty of such Rollover Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Shareholder of its/his/her obligations under this Agreement. Any Shares with respect acquired by a Rollover Shareholder as a result of a share dividend or distribution, share split, share combination, reclassification or exchange shall automatically become subject to which beneficial ownership is transferred or disposed to any other personthe terms of this Agreement, and Schedule A shall be deemed amended accordingly.