Common use of Restrictions on Transfers Clause in Contracts

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.

Restrictions on Transfers. Except as provided for in Article III II or pursuant to the Merger Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the such Rollover Shareholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which hasSecurities, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder from performing any of his or its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerTransactions or the transactions contemplated by this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Rollover Shareholder from performing any of his or its obligations under this Agreement, or or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d); provided that the foregoing shall not prevent the conversion of Company Options into the right to receive the Per Share Merger Consideration in accordance with the terms of, and to the extent provided in, the Merger Agreement. Any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for Any transfer of this Warrant or the Shares (the “Securities”) must be in Article III or pursuant compliance with all applicable federal and state securities laws. The Holder agrees not to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for make any sale, sell (constructively or otherwise)assignment, transfer, assign, tender in pledge or other disposition of all or any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose portion of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarilythe Securities, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any beneficial interest therein, or with respect unless and until the transferee thereof has agreed in writing for the benefit of the Company to any limitation on voting right of any Securitiestake and hold such Securities subject to, 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 and to any such transaction) or combination of any such transactions, in each case involving any Securities and which has, or would reasonably be expected to havebound by, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder terms and conditions set forth in this Agreement untrue or incorrect or have Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect of preventing, disabling, or delaying a registration statement under the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerSecurities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (eii) agree (whether A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have made the representations set forth in Section 10 with respect to itself as a Holder and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in compliance with the terms of the Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any transfer in writingcompliance with Rule 144 or compliance with clause (C) above shall not be required for any transfer by the Holder to take any affiliate of the Holder (or any fund or partnership under common control with one of more general partners or managing members of, or shares the same management company with, the Holder) or a transfer by the Holder to any of the actions referred to in Holder’s partners, members or other equity owners, or retired partners, members or other equity owners or the foregoing clauses (a)estate of any partners, (b)members or other equity owners or retired partners, (c) members or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectother equity owners.

Restrictions on Transfers. Except as provided for in Article III or below, pursuant to the Merger AgreementAgreement or as contemplated under Section 2.5 below, the each Rollover Shareholder Securityholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, without the prior approval of all other Rollover Shareholder Securityholders and Parent, such Rollover Securityholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (i) has, or would reasonably be expected to have, the effect of reducing or limiting the such Rollover ShareholderSecurityholder’s economic interest and/or voting power in such Securities and/or (ii) grants a third party the right to vote or affecting direct the ownership voting of Securities; such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder Securityholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder Securityholder from performing any of its its/his obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Rollover Securityholder from performing any of his or its/his obligations under this Agreement, or or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of the Securities into the right to receive any merger consideration in accordance with the terms of the Merger Agreement. Any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for Any transfer of this Warrant or the Shares (the “Securities”) must be in Article III or pursuant compliance with all applicable federal and state securities laws. The Holder agrees not to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for make any sale, sell (constructively or otherwise)assignment, transfer, assign, tender in pledge or other disposition of all or any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose portion of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarilythe Securities, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any beneficial interest therein, or with respect unless and until the transferee thereof has agreed in writing for the benefit of the Company to any limitation on voting right of any Securitiestake and hold such Securities subject to, 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 and to any such transaction) or combination of any such transactions, in each case involving any Securities and which has, or would reasonably be expected to havebound by, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder terms and conditions set forth in this Agreement untrue or incorrect or have Warrant to the same extent as if the transferee were the original Holder hereunder, and either: (i) there is then in effect of preventing, disabling, or delaying a registration statement under the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerSecurities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (eii) agree (whether A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have made the representations set forth in Section 10 with respect to itself as a Holder and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in compliance with the terms of the Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any transfer in writingcompliance with Rule 144 and compliance with clause (C) above shall not be required for any transfer by the Holder to take any affiliate of the Holder (or any fund or partnership under common control with one of more general partners or managing members of, or shares the same management company with, the Holder) or a transfer by the Holder to any of the actions referred to in Holder’s partners, members or other equity owners, or retired partners, members or other equity owners or the foregoing clauses (a)estate of any partners, (b)members or other equity owners or retired partners, (c) members or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectother equity owners.

Restrictions on Transfers. Except as provided (a) This Option and any Shares issued upon exercise thereof are not transferable by you, and this Option is exercisable only by you, and this Option and any Shares issued upon exercise thereof, may not be sold, assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) except that, (i) Shares may be transferred in accordance with Section 6 of this Agreement, and (ii) upon your death this Option or such Shares may be transferred subject to all of the terms and conditions contained in this Agreement, (A) to your then-current spouse, parents or lineal descendants, or to trusts or custodianships established for in Article III or any such person, (B) by operation of the laws of descent and distribution, (C) by disposition pursuant to the Merger Agreementterms of your last will and testament, the Rollover Shareholder hereby agrees thatto such spouse, from the date hereof until the Expiration Time parent or lineal descendant or (as defined below)D) otherwise to your estate. Neither this Option nor any Shares shall be subject to execution, the Rollover Shareholder shall not directly attachment or indirectly: (a) offer for sale, sell (constructively or otherwise)similar proceeding. Any attempted assignment, transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, hypothecation or other instrument disposition of this Option or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities such Shares or any interest therein, or with respect to any limitation on voting right and the levy of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase attachment or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction similar proceeding upon this Option or such Shares or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactionsinterest therein, in each case involving any Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and without effect except as provided in the Rollover Shareholder agrees to take any and all actions preceding sentence. (b) The Company may postpone the time of delivery of certificates for the shares issuable upon the exercise of this Option for such additional time as the Company shall deem necessary or desirable (includingto enable it to comply with the listing requirements of any securities exchange or the National Association of Securities Dealers, but not limited to, voting its Ordinary Shares in procuring that Inc. upon which shares of the Company take actionmay then or are then contemplated to be listed or quoted, where necessaryor the requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to the authorization, issuance or sale of securities. (i) You hereby represent and warrant to the Company that (A) this Option and all Shares hereafter purchased or otherwise acquired by you have been and are being acquired by you for your own account for investment, without any intention of selling or further distributing the same, (B) you do not presently have any reason to anticipate any change in order circumstances or any other particular occasion or event which would cause you to ensure sell the Option or any of such Shares, and (C) you are fully aware that any in agreeing to grant the Option and/or sell or issue such purported Transfer Shares to you, and in violation entering into this Agreement, the Company has relied and is relying upon the truth and accuracy of these representations and warranties. (ii) Each instrument, agreement or certificate the Company has issued or will issue to represent this Section 2.1 does not take effectOption shall prominently bear a legend making reference to this Agreement and securities laws applicable to the Shares acquired upon exercise hereof.

Restrictions on Transfers. Except as provided (a) This Option is not transferable by you, and is exercisable only by you, and may not be sold, assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) except that upon your death this Option may be transferred subject to all of the terms and conditions contained in this Agreement, (A) to your then-current spouse, parents or lineal descendants, or to trusts or custodianships established for in Article III or any such person, (B) by operation of the laws of descent and distribution, (C) by disposition pursuant to the Merger Agreementterms of your last will and testament, the Rollover Shareholder hereby agrees thatto such spouse, from the date hereof until the Expiration Time parent or lineal descendant or (as defined below), the Rollover Shareholder D) otherwise to your estate. This Option shall not directly be subject to execution, attachment or indirectly: (a) offer for sale, sell (constructively or otherwise)similar proceeding. Any attempted assignment, transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, hypothecation or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer disposition of any Securities this Option or any interest thereinherein, or with respect to any limitation on voting right and the levy of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase attachment or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction similar proceeding upon this Option or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactionsinterest herein, in each case involving any Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and without effect except as provided in the Rollover Shareholder agrees to take any and all actions preceding sentence. (b) The Company may postpone the time of delivery of certificates for the shares issuable upon the exercise of this Option for such additional time as the Company shall deem necessary or desirable (includingto enable it to comply with the listing requirements of any securities exchange or the National Association of Securities Dealers, but not limited to, voting its Ordinary Shares in procuring that Inc. upon which shares of the Company take actionmay then or are then contemplated to be listed or quoted, where necessaryor the requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to the authorization, issuance or sale of securities. (i) You hereby represent and warrant to the Company that (A) this Option and all Shares hereafter purchased or otherwise acquired by you have been and are being acquired by you for your own account for investment, without any intention of selling or further distributing the same, (B) you do not presently have any reason to anticipate any change in order circumstances or any other particular occasion or event which would cause you to ensure sell the Option or any of such Shares, and (C) you are fully aware that any in agreeing to grant the Option and/or sell or issue such purported Transfer Shares to you, and in violation entering into this Agreement, the Company has relied and is relying upon the truth and accuracy of these representations and warranties. (ii) Each instrument, agreement or certificate the Company has issued or will issue to represent this Section 2.1 does not take effectOption shall prominently bear a legend making reference to this Agreement and securities laws applicable to the Shares acquired upon exercise hereof and to the Stockholders' Agreement.

Restrictions on Transfers. Except as provided for (a) Grupo VM shall not, directly or indirectly, by operation of Law, Contract or otherwise, (a) offer, transfer, sell, assign, pledge, hypothecate, encumber, gift or otherwise dispose of any beneficial ownership of, or pecuniary interest in, any Covered Equity Securities (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise), (b) engage in Article III any hedging, swap, forward contract or pursuant other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of beneficial ownership of, or pecuniary interest in, any Covered Equity Securities, including any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to the Merger AgreementCovered Equity Securities; or (c) enter into a short sale of, or trade in, derivative securities representing the right to vote or economic benefits of, the Rollover Shareholder hereby agrees thatCovered Equity Securities (in each case, from the date hereof until the Expiration Time a “Transfer”), other than in a Permitted Transfer (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities;. (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or Any Transfer not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 expressly permitted herein shall be null and void ab initio and of no effect, and Holdco shall not record any such Transfer on its books or treat any purported transferee as the Rollover Shareholder agrees owner of Covered Equity Securities for any purpose. (c) If and to take the extent Grupo VM holds any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that certificated form, Grupo VM hereby agrees, as promptly as practicable after the Company take action, where necessary) in order to ensure that any such purported Transfer in violation date of this Agreement, to deliver certificates evidencing all of the Covered Equity Securities held by Grupo VM to Holdco, and hereby authorizes and instructs Holdco (including through Holdco’s transfer agent or registrar, as applicable), and Holdco agrees, not to register any Transfer of any of the Covered Equity Securities held by Grupo VM, except as expressly permitted by this Agreement and in any event not before any transferee of a Permitted Transfer has entered into a customary binding deed of adherence to this Agreement (if required hereunder), and to legend the certificates evidencing such Covered Equity Securities. Holdco agrees that as promptly as practicable after the date of this Agreement it shall (i) make a notation on its records and give instructions to the transfer agent and registrar for the Covered Equity Securities not to permit, during the term of this Agreement, the Transfer of the Covered Equity Securities held by Grupo VM and (ii) place (or cause the transfer agent and registrar for the Covered Equity Securities to place) the legend described below in its registry of members and on any certificates evidencing any Covered Equity Securities held by Grupo VM. Holdco agrees that, following the termination of this Agreement, Holdco shall cause any restricted transfer instructions imposed pursuant to this Section 2.1 does 6.01(c) to be lifted and any legended certificates delivered pursuant to this Section 6.01(c) to be replaced with certificates not take effectbearing such legend. Holdco shall note the following legend on its registry of members with respect to the Covered Equity Securities held by Grupo VM in certificated form, and each certificate evidencing Covered Equity Securities shall bear the following legend on the face thereof: “THE SHARES REPRESENTED BY CERTIFICATE NO. [ ] ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF DECEMBER 23, 2015, BETWEEN HOLDCO AND GRUPO VM, COPIES OF WHICH SHAREHOLDER AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF HOLDCO. THE SHARES REPRESENTED BY CERTIFICATE NO. [ ] MAY NOT BE VOTED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SAID SHAREHOLDER AGREEMENT.”

Restrictions on Transfers. Except (i) as provided for in Article III or II below, (ii) pursuant to the Merger AgreementAgreement or (iii) any pledge or encumbrance pursuant to the Existing Pledge Documents and the refinancing of the related indebtedness (the “Permitted Pledge”), the Rollover each Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover such Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise)sell, transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, ) or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover such Shareholder’s economic interest and/or voting power in such Securities and/or (y) grants a third party the right to vote or affecting direct the ownership voting of such Securities; , (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover such Shareholder from performing any of its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the exercise of Company Options. Any purported Transfer Notwithstanding anything to the contrary set forth in violation this Agreement, each of this Section 2.1 Xx. Xxx Xxxxxx Xxxxx (“Founder”), ShanghaiMed Inc., Time Intelligent Finance Limited shall, and shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited cause their respective Affiliates to, voting its Ordinary Shares in procuring that procure (i) the Company take actionrelevant pledgor’s compliance with the terms and conditions of the Permitted Pledge, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.and (ii)

Restrictions on Transfers. Except as provided for in Article III the Rollover Agreements or pursuant to the Merger Agreement, the Rollover each Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover such Shareholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover such Shareholder’s economic interest and/or voting power in such Securities and/or (y) grants a third party the right to vote or affecting direct the ownership voting of Securities; such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover such Shareholder from performing any of his, her, or its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer Notwithstanding the foregoing, Fosun International Limited (“Fosun”), one of the Shareholders hereunder, may enter into certain Custodial Arrangements (as such term is defined in violation of this Section 2.1 shall be null the Fosun Rollover Agreement) with respect to its Securities, in accordance with the terms and void and conditions under the Fosun Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectAgreement.

Restrictions on Transfers. Except as provided for (a) Grupo VM shall not, directly or indirectly, by operation of Law, Contract or otherwise, (a) offer, transfer, sell, assign, pledge, hypothecate, encumber, gift or otherwise dispose of any beneficial ownership of, or pecuniary interest in, any Covered Equity Securities (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise), (b) engage in Article III any hedging, swap, forward contract or pursuant other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of beneficial ownership of, or pecuniary interest in, any Covered Equity Securities, including any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to the Merger AgreementCovered Equity Securities; or (c) enter into a short sale of, or trade in, derivative securities representing the right to vote or economic benefits of, the Rollover Shareholder hereby agrees thatCovered Equity Securities (in each case, from the date hereof until the Expiration Time a “Transfer”), other than in a Permitted Transfer (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities;. (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or Any Transfer not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 expressly permitted herein shall be null and void ab initio and of no effect, and Holdco shall not record any such Transfer on its books or treat any purported transferee as the Rollover Shareholder agrees owner of Covered Equity Securities for any purpose. (c) If and to take the extent Grupo VM holds any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that certificated form, Grupo VM hereby agrees, as promptly as practicable after the Company take action, where necessary) in order to ensure that any such purported Transfer in violation date of this Agreement, to deliver certificates evidencing all of the Covered Equity Securities held by Grupo VM to Holdco, and hereby authorizes and instructs Holdco (including through Holdco’s transfer agent or registrar, as applicable), and Holdco agrees, not to register any Transfer of any of the Covered Equity Securities held by Grupo VM, except as expressly permitted by this Agreement and in any event not before any transferee of a Permitted Transfer has entered into a customary binding deed of adherence to this Agreement (if required hereunder), and to legend the certificates evidencing such Covered Equity Securities. Holdco agrees that as promptly as practicable after the date of this Agreement it shall (i) make a notation on its records and give instructions to the transfer agent and registrar for the Covered Equity Securities not to permit, during the term of this Agreement, the Transfer of the Covered Equity Securities held by Grupo VM and (ii) place (or cause the transfer agent and registrar for the Covered Equity Securities to place) the legend described below in its registry of members and on any certificates evidencing any Covered Equity Securities held by Grupo VM. Holdco agrees that, following the termination of this Agreement, Holdco shall cause any restricted transfer instructions imposed pursuant to this Section 2.1 does 6.01(c) to be lifted and any legended certificates delivered pursuant to this Section 6.01(c) to be replaced with certificates not take effectbearing such legend. Holdco shall note the following legend on its registry of members with respect to the Covered Equity Securities held by Grupo VM in certificated form, and each certificate evidencing Covered Equity Securities shall bear the following legend on the face thereof: “THE SHARES REPRESENTED BY CERTIFICATE NO. [•] ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF [ ], 2015, BETWEEN HOLDCO AND GRUPO VM, COPIES OF WHICH SHAREHOLDER AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF HOLDCO. THE SHARES REPRESENTED BY CERTIFICATE NO. [•] MAY NOT BE VOTED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SAID SHAREHOLDER AGREEMENT.”

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Shareholder (a) Stockholder hereby agrees that, from and after the date hereof time of effectiveness of this Agreement with respect to SunEdison and Stockholder pursuant to Section 7.1 until the Expiration Time Termination Date, (as defined below)i) without the prior written consent of Parent and the Company, the Rollover Shareholder such Stockholder shall not not, directly or indirectly: , Transfer, offer to Transfer, agree to Transfer or consent to a Transfer of any Covered Shares or any Beneficial Ownership interest or any other interest therein; provided, that in connection with (ax) offer for salethe confirmation of a plan of reorganization related to the SunEdison Bankruptcy Case, sell such consent shall not be unreasonably withheld, conditioned or delayed (constructively or otherwise), transfer, assign, tender it being understood that any proposed transferee shall agree to be bound by the terms of this Agreement and shall sign a joinder agreement in form satisfactory to Parent and the Company) and (y) the enforcement of any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwisesecurity interest referred to in Section 5.1(d)(iii)(B) (collectively, the “TransferExisting Security”), either voluntarily no such consent shall be required if the proposed transferee shall (1) agree to be bound by the terms of this Agreement and sign a joinder agreement in form reasonably satisfactory to Parent and the Company or involuntarily(2) agree in writing to an agreement on substantially similar terms to this Agreement, or (ii) any Transfer (other than a foreclosure in respect of the Existing Security) in violation of this provision shall be void and (iii) it will not enter into any notevoting arrangement, bondwhether by proxy, mortgagevoting agreement or otherwise, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right Covered Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. Notwithstanding anything to the contrary in this Agreement, Stockholder shall be permitted to Transfer, directly or indirectly, its Covered Shares and any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction Beneficial Interest or any other similar transaction (including any option interest therein in connection with respect to any such transaction) or combination of any such transactions, in each case involving any Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities;a SunEdison Standalone Superior Proposal. (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power Each of attorney SunEdison and Stockholder hereby agrees that it will not attempt to consummate an exchange under the Exchange Agreement, dated as of August 5, 2015, by and among the Company, Terra LLC, SunEdison and the other Persons from time to time party thereto in accordance with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any SecuritiesSection 4.1 thereof, other than conversion the Exchange. On the Closing Date, each of ADSs into SunEdison and Stockholder shall effect the Exchange and the IDR Cancellation. Exhibit A hereto sets forth for illustrative purposes the number of Class A Ordinary Shares; (d) knowingly take any action Shares that SunEdison and its controlled Affiliates would make any representation or warranty receive in the Exchange if the Exchange took place as of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect close of preventingbusiness on March 1, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect2017.

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Agreement, the Rollover Agreement each Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover such Shareholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover such Shareholder’s economic interest and/or voting power in such Securities and/or (y) grants a third party the right to vote or affecting direct the ownership voting of such Securities; , (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover such Shareholder from performing any of its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Interim Investors Agreement, each of the Rollover Shareholder Supporting Shareholders and the Beneficial Owners hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover Shareholder such person shall not, and shall cause its or his Affiliates not to, directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, charge, mortgage, grant, encumber, hypothecate or similarly assign or dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any of its or his Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 of its or his Securities and which (x) has, or would could reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholdersuch person’s economic interest and/or voting power in such Securities and/or (y) with respect to its or affecting his Securities, grants a third party the ownership right to vote or direct the voting of such Securities; provided, that a Supporting Shareholder or any of its Affiliates may settle or unwind any swap transaction disclosed by such Supporting Shareholder in a Schedule 13D filed with the SEC, as amended as of the date hereof; provided, further, that (i) each Sponsor may Transfer its Securities to an Affiliate provided such Affiliate agrees in writing to be bound by the terms of this Agreement as a Supporting Shareholder and (ii) each Founder may Transfer his Securities to his respective Permitted Transferees (as defined in the shareholders’ agreement term sheet attached as Exhibit C to the Interim Investors Agreement) provided any such Permitted Transferees agree in writing to be bound by the terms of this Agreement as a Supporting Shareholder; (b) deposit any of its or his Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, any of any its or his Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder such person set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder such persons from performing any of its or his obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, Agreement; or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation ; provided, that neither this Section 1.2 nor any other provision of this Section 2.1 Agreement shall be null and void and prevent or restrict the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary issuance of Shares in procuring that connection with the settlement of Company take action, where necessary) RSUs in order to ensure that accordance with the terms and conditions of such Company RSUs or the exercise of any Company Options in accordance with the terms and conditions of such purported Transfer in violation of this Section 2.1 does not take effectCompany Options.

Restrictions on Transfers. Except as provided for in Article III II or pursuant to the Merger Agreement, the Rollover Continuing Shareholder hereby agrees that, from the date hereof until the Expiration Time Time, the Continuing Shareholder shall not, and shall cause its Affiliates (as defined below)in the Interim Investors Agreement) not to, the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any of the Continuing Shareholder’s Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 of its Securities and which (i) has, or would could reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s its economic interest and/or voting power in such Securities and/or (ii) with respect to its Securities, grants a third party the right to vote or affecting direct the ownership voting of such Securities; (b) deposit any of the Continuing Shareholder’s Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, any of any the Continuing Shareholder’s Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Continuing Shareholder set forth in this Agreement to be made as of a date following the date hereof untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Continuing Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, Agreement; or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided, that, for the avoidance of doubt, neither this Section 1.2 nor any other provision of this Agreement shall prevent or restrict (i) the withdrawal of any Continuing Shares represented by ADSs as contemplated by Section 2.1(a), (ii) after the Effective Time, the Subsequent Recruit Share Repurchase (as defined below) as contemplated by Section 2.2, (iii) after the Effective Time, the Subsequent CB Subscription (as defined below) as contemplated by Section 2.3 or (iv) after the Effective Time, the Subsequent Share Sale (as defined below) and the Subsequent Founder Share Repurchase (as defined below) as contemplated by Section 2.4. Any purported Transfer in violation of this Section 2.1 1.2 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Agreement, each of the Rollover Shareholder Supporting Shareholders and the Beneficial Owners hereby agrees that, from the date hereof until the Expiration Time Time, such person shall not, and shall cause its or his Affiliates (as defined below)in the Interim Investors Agreement) not to, the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any of its or his Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 of its or his Securities and which (x) has, or would could reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholdersuch person’s economic interest and/or voting power in such Securities and/or (y) with respect to its or affecting his Securities, grants a third party the ownership right to vote or direct the voting of such Securities; (b) deposit any of its or his Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, any of any its or his Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder such person set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder such persons from performing any of its or his obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, Agreement; or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation ; provided, that neither this Section 1.2 nor any other provision of this Agreement shall prevent or restrict (i) the conversion of Company RSUs into Shares, or (ii) the cancellation of each Founder Proxy Share in exchange for the Per Share Merger Consideration as contemplated by Section 2.1 shall be null and void and 2.01 of the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectMerger Agreement.

Restrictions on Transfers. Except as provided for in Article III below or pursuant to the Merger Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)termination of this Agreement, the Rollover Shareholder it shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or otherwise similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, preventing or delaying the Rollover Shareholder it from performing any of its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Rollover Shareholder of its obligations under this Agreement, or (d) exercise, convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Securities, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or through (d). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III hereinafter specifically provided, Borrower shall not, whether voluntarily or pursuant to the Merger Agreementinvoluntarily, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively by operation of law or otherwise, (i) without obtaining the prior written consent of Agent (which consent may be given, withheld or conditioned by Agent in Agent's sole discretion), transfer, assign, tender in any tender or exchange offersell, pledge, grantconvey, encumberhypothecate, hypothecate factor or similarly dispose assign all or any portion of (by mergerthe Collateral, testamentary dispositionthe Encumbered Intervals, operation of Law the Common Elements relating to the Encumbered Intervals or otherwise) (collectively, “Transfer”), either voluntarily any Resort facilities or involuntarilyamenities, or enter into contract to do any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to of the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securitiesforegoing, including, without limitation, any swap transactionpursuant to options to purchase, optionand so-called "installment sales contracts", warrant"land contracts", forward purchase or sale transaction"contracts for deed", futures transactionPROVIDED THAT THE FOREGOING RESTRICTION ON TRANSFERS SHALL NOT APPLY TO THE CONVEYANCE OF SPV ASSETS TO THE SPV IN ACCORDANCE WITH THE SILVERLEAF FINANCE II DOCUMENTS, cap transaction(ii) without obtaining the prior written consent of Agent (which consent may be given, floor transactionwithheld or conditioned by Agent in Agent's sole discretion), collar transaction lease or license all or any other similar transaction portion of the Collateral, the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities (including any option with respect to any such transaction) or combination of any such transactionsEXCEPT FOR THE LICENSE CREATED IN FAVOR OF SPV UNDER ANY LICENSE AGREEMENT WITH BORROWER, in each case involving any Securities and which hasSILVERLEAF CLUB OR ANY TIMESHARE OWNERS ASSOCIATION, TO USE OR ACCESS THE RESERVATION SYSTEM OR RELATED COMPUTER HARDWARE OR SOFTWARE FOR ANY RESORT), or would reasonably be expected to havechange the legal or actual possession or use thereof, (iii) permit the effect assignment, transfer, delegation, change, modification or diminution of reducing the duties or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership responsibilities of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeBorrower, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty manager of the Rollover Shareholder set forth Resort approved by Agent as manager of the Resort (except for an assignment of such duties to a professional management company or companies reasonably acceptable to Agent in this Agreement untrue or incorrect or have advance) without obtaining the effect prior written consent of preventing, disablingAgent (which consent shall not be unreasonably withheld), or delaying (iv) without obtaining the Rollover Shareholder from performing any prior written consent of its obligations under this Agreement Agent (which consent may be given, withheld or would reasonably be expected to impedeconditioned by Agent in Agent's sole discretion), frustratecause or permit the assignment, interfere with, delay, postpone, adversely affect pledge or prevent the consummation other encumbrance of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to Operating Contracts or all or any portion of Borrower's right, title or interest in the foregoing clauses Declaration. Without limiting the generality of the preceding sentence, and subject to the terms of this Agreement, the prior written consent of Agent (a)as specified above) shall be required for (A) any transfer of the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities or any part thereof made to a subsidiary or Affiliate or otherwise, (b)B) any transfer of all or any part of the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities by Borrower to its stockholders or Affiliates or vice versa, and (cC) any corporate merger or (dconsolidation, disposition or other reorganization, except as permitted in Section 7.1(c). Any purported Transfer In the event that Agent is willing to consent to a transfer which would otherwise be prohibited by this Section 7.2(b) Agent may condition its consent on such terms as it desires, including, without limitation, an increase in violation the Interest Rate and the requirement that Borrower pay a transfer fee, together with any expenses incurred by Agent in connection with the granting of such consent (including, without limitation, attorneys' fees and expenses). If Borrower violates the terms of this Section 2.1 shall be null and void and 7.2(b), in addition to any other rights or remedies which Agent may have herein, in any other Loan Document, or at law or in equity, Agent may by written notice to Borrower increase, effective immediately as of the Rollover Shareholder agrees date of such violation, the Interest Rate to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectDefault Rate."

Restrictions on Transfers. Except Purchaser agrees that, prior to the first anniversary of the Closing (as defined in the Stock Purchase Agreement), it will not, directly or indirectly, sell, transfer or otherwise dispose of any interest in the Shares, provided that Purchaser may transfer Shares (i) to any affiliate (as defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities Act")) of Purchaser that enters into a standstill agreement with the Company containing terms and conditions substantially equivalent to those in this Agreement, or (ii) pursuant to any tender offer or exchange offer which is recommended by the Board of Directors of the Company. After the first anniversary of the Closing and for the remaining term of this Agreement, Purchaser may sell, transfer or otherwise dispose of any interest in Article III the Shares, provided that (x) such sale, unless it is made in a registered public offering or pursuant to a tender or exchange offer to the Merger AgreementCompany's stockholders, is not knowingly made to any person or "group" (within the Rollover Shareholder hereby agrees thatmeaning of Section 13(d)(3) of the Securities Exchange Act of 1934, from as amended (the date hereof until "1934 Act")) acquiring all of Purchaser's Shares in the Expiration Time acquisition or that would, after giving effect to its acquisition of such Shares, beneficially own or have the right to acquire more than 4.9% of the Voting Securities (as defined below)) then outstanding, unless such person or group has entered into a standstill agreement with the Rollover Shareholder shall not directly or indirectly: Company containing terms and conditions substantially equivalent to those in this Agreement (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect it being understood that Purchaser has no duty to inquire as to the Transfer beneficial ownership of any Securities such person or any interest therein, or with respect to any limitation group when Purchaser sells the Shares in a transaction on voting right of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction the New York Stock Exchange or any other similar transaction exchange on which the Shares are listed at the time), and (including y) (i) such sale is pursuant to an effective registration statement under the Securities Act, (ii) such sale is made after the termination of sale restrictions pursuant to Rule 144 of the Securities Act or any option with respect successor to any such transactionrule or (iii) or combination Purchaser shall have delivered to the Company an opinion of any such transactionscounsel, in each case involving any Securities which opinion and which hascounsel shall be reasonably satisfactory to the Company, or would reasonably be expected to have, the effect that such sale is exempt from the provisions of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty Section 5 of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectSecurities Act.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Shareholder Each Unitholder hereby agrees that, from the date hereof until the earlier of (x) the Expiration Time Date and (as defined below)y) the date on which the Approval is obtained, the Rollover Shareholder it shall not not, directly or indirectly: , without the prior written consent of Parent, (a) offer for sale, sell (constructively or otherwise)sell, transfer, assign, lease, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise) (collectively, a “Transfer”), either voluntarily or involuntarily, or to enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”)contract, option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any its Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy proxy, consent or power of attorney with respect thereto to its Securities that is inconsistent with this Agreement; Agreement or (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses clause (a), ) or (b); provided, however, such Unitholder shall have the right (I) to Transfer all or any portion of its Securities to a Permitted Transferee if and only if such Permitted Transferee shall have agreed in writing, in a manner reasonably acceptable to Parent, (ci) to accept such Securities subject to the terms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute the transferor Unitholder for all purposes of this Agreement, (II) in the case of the Trust Unitholder (as defined on Exhibit A hereto) to pledge all or any portion of its Securities to a commercial banking institution of national standing (the “Pledgee”) to secure a loan to satisfy any estate tax of the Trust Unitholder that would become due prior to the termination of this Agreement, provided (i) the terms of any such pledge provide that, in the absence of any default by the Trust Unitholder of the related loan, the Trust Unitholder retains voting control of any pledged Securities such that the Trust Unitholder can satisfy its obligations under this Agreement and (ii) in the event of a default by the Trust Unitholder of the related loan, or under any other circumstance in which the Pledgee may gain voting control of the pledged Securities, such pledge provides, in a manner reasonably acceptable to Parent, that the Pledgee will accept the applicable Securities subject to the terms and conditions of this Agreement and agree to be bound by this Agreement and constitute the Trust Unitholder for all purposes of this Agreement, or (dIII) in the case of the Individual Unitholder, to Transfer up to 600 Partnership Units pursuant to an existing Rule 10b5-1 trading plan; provided that the Individual Unitholder use reasonable best efforts to terminate such trading plan as promptly as practicable following the date of this Agreement. For purposes of this Agreement, the term “Permitted Transferee” means, with respect to any Unitholder, (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Unitholder, (B) any trust, the beneficiaries of which include only such Unitholder or the Persons named in clause (A), or (C) any charitable organization. Any purported Transfer or attempted Transfer of any Securities in violation of this Section 2.1 shall 1.3 shall, to the fullest extent permitted by applicable Law, be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectab initio.

Restrictions on Transfers. Except Unless the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation, and except as provided for in Article III below or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)termination of this Agreement, the Rollover Shareholder it shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder it from performing any of its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Rollover Shareholder of its obligations under this Agreement, or or (ed) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (dc). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 paragraph shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except Transferee agrees that, prior to the first anniversary of the Closing (as defined in the Stock Purchase Agreement), it will not, directly or indirectly, sell, transfer or otherwise dispose of any interest in the Shares, provided that Transferee may transfer Shares (i) to any affiliate (as defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities Act")) of Transferee that enters into a standstill agreement with the Company containing terms and conditions substantially equivalent to those in this Agreement, or (ii) pursuant to any tender offer or exchange offer which is 2 recommended by the Board of Directors of the Company. After the first anniversary of the Closing and for the remaining term of this Agreement, Transferee may sell, transfer or otherwise dispose of any interest in Article III the Shares, provided that (x) such sale, unless it is made in a registered public offering or pursuant to a tender or exchange offer to the Merger AgreementCompany's stockholders, is not knowingly made to any person or "group" (within the Rollover Shareholder hereby agrees thatmeaning of Section 13(d)(3) of the Securities Exchange Act of 1934, from as amended (the date hereof until "1934 Act")) acquiring all of Transferee's Shares in the Expiration Time acquisition or that would, after giving effect to its acquisition of such Shares, beneficially own or have the right to acquire more than 4.9% of the Voting Securities (as defined below)) then outstanding, unless such person or group has entered into a standstill agreement with the Rollover Shareholder shall not directly or indirectly: Company containing terms and conditions substantially equivalent to those in this Agreement (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect it being understood that Transferee has no duty to inquire as to the Transfer beneficial ownership of any Securities such person or any interest therein, or with respect to any limitation group when Transferee sells the Shares in a transaction on voting right of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction the New York Stock Exchange or any other similar transaction exchange on which the Shares are listed at the time), and (including y) (i) such sale is pursuant to an effective registration statement under the Securities Act, (ii) such sale is made after the termination of sale restrictions pursuant to Rule 144 of the Securities Act or any option with respect successor to any such transactionrule or (iii) or combination Transferee shall have delivered to the Company an opinion of any such transactionscounsel, in each case involving any Securities which opinion and which hascounsel shall be reasonably satisfactory to the Company, or would reasonably be expected to have, the effect that such sale is exempt from the provisions of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty Section 5 of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectSecurities Act.

Restrictions on Transfers. Except as provided for Borrower shall not, without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender in Article III or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined belowLender's discretion), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either whether voluntarily or involuntarily, by operation of law or enter into otherwise, except as otherwise permitted; (i) transfer, sell, pledge, convey, hypothecate, factor or assign all or any note, bond, mortgage, indenture, lease, license, contract portion of the Property or agreementthe other Collateral, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect contract to do any of the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securitiesforegoing, including, without limitation, any swap transactionpursuant to options to purchase, optionand so-called "installment sales contracts", warrant"land contracts", forward purchase or sale transaction"contracts for deed" (except that Borrower shall have the right to sell Intervals to Purchasers in arms-length transactions, futures transactionconduct bulk sales of Pledged Notes Receivable, cap transactionin accordance with the terms of this Agreement, floor transaction, collar transaction and Borrower shall be permitted to convey property in lieu of condemnation); (ii) lease or license the Property or any other similar transaction portion of the Property, or all or any portion of the Collateral, or change the legal or actual possession or use thereof; (including any option with respect to any such transactioniii) permit the dilution, transfer, pledge, hypothecation or combination encumbrance of any such transactionsof the ownership interests in Borrower except the existing pledge disclosed in the financial statement of Guarantor; (iv) permit the assignment, in each case involving any Securities and which hastransfer, change, modification or would reasonably be expected to havediminution of the duties or responsibilities of Borrower, the effect Guarantor or, to the extent within the control of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeBorrower, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty manager of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation Property approved by Lender as manager of the MergerProperty (except for an assignment of such duties to a professional management company or companies reasonably acceptable to Lender in advance); or (v) cause or permit the assignment, or (e) agree (whether pledge or not in writing) to take other encumbrance of any of the actions referred Operating Contracts, except for any pledges to in existing lenders or as otherwise permitted herein. Without limiting the foregoing clauses (a)generality of the preceding sentence, (b), (c) or (d). Any purported Transfer in violation and subject to the terms of this Section 2.1 Agreement, except as otherwise permitted herein, the prior written consent of Lender shall be null and void and required for: (A) any transfer of the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.Collateral or

Restrictions on Transfers. Except as provided for in Article III hereinafter specifically provided, Borrower shall not, whether voluntarily or pursuant to the Merger Agreementinvoluntarily, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively by operation of law or otherwise, (I) without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender in Lender's sole discretion), transfer, assign, tender in any tender or exchange offersell, pledge, grantconvey, encumberhypothecate, hypothecate factor or similarly dispose assign all or any portion of (by mergerthe Collateral, testamentary dispositionthe Encumbered Intervals, operation of Law the Common Elements relating to the Encumbered Intervals or otherwise) (collectively, “Transfer”), either voluntarily any Resort facilities or involuntarilyamenities, or enter into contract to do any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to of the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securitiesforegoing, including, without limitation, any swap transactionpursuant to options to purchase, optionand so-called "installment sales contracts", warrant"land contracts", forward purchase or sale transaction"contracts for deed", futures transactionPROVIDED THAT THE FOREGOING RESTRICTION ON TRANSFERS SHALL NOT APPLY TO THE CONVEYANCE OF SPV ASSETS TO THE SPV IN ACCORDANCE WITH THE SILVERLEAF FINANCE II DOCUMENTS, cap transaction(ii) without obtaining the prior written consent of Lender (which consent may be given, floor transactionwithheld or conditioned by Lender in Lender's sole discretion), collar transaction lease or license all or any other similar transaction portion of the Collateral, the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities (including any option with respect to any such transaction) or combination of any such transactionsEXCEPT FOR THE LICENSE CREATED IN FAVOR OF SPV UNDER ANY LICENSE AGREEMENT WITH BORROWER, in each case involving any Securities and which hasSILVERLEAF CLUB OR ANY TIMESHARE OWNERS ASSOCIATION, TO USE OR ACCESS THE RESERVATION SYSTEM OR RELATED COMPUTER HARDWARE OR SOFTWARE FOR ANY RESORT), or would reasonably be expected to havechange the legal or actual possession or use thereof, (iii) permit the effect assignment, transfer, delegation, change, modification or diminution of reducing the duties or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership responsibilities of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeBorrower, of any Securities, other than conversion manager of ADSs into Class A Ordinary Shares; any Resort approved by Lender as manager of any Resort (dexcept for an assignment of such duties to a professional management company or companies reasonably acceptable to Lender in advance) knowingly take any action that would make any representation or warranty without obtaining the prior written consent of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disablingLender (which consent shall not be unreasonably withheld), or delaying (iv) without obtaining the Rollover Shareholder from performing any prior written consent of its obligations under this Agreement Lender (which consent may be given, withheld or would reasonably be expected to impedeconditioned by Lender in Lender's sole discretion), frustratecause or permit the assignment, interfere with, delay, postpone, adversely affect pledge or prevent the consummation other encumbrance of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to Operating Contracts or all or any portion of Borrower's right, title or interest in the foregoing clauses Declaration. Without limiting the generality of the preceding sentence, and subject to the terms of this Agreement, the prior written consent of Lender (a)as specified above) shall be required for (A) any transfer of the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities or any part thereof made to a subsidiary or Affiliate or otherwise, (b)B) any transfer of all or any part of the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities by Borrower to its stockholders or Affiliates or vice versa, and (cC) any corporate merger or (dconsolidation, disposition or other reorganization, except as permitted in Section 7.1(c). Any purported Transfer In the event that Lender is willing to consent to a transfer which would otherwise be prohibited by this Section 7.2(b) Lender may condition its consent on such terms as it desires, including, without limitation, an increase in violation the Interest Rate and the requirement that Borrower pay a transfer fee, together with any expenses incurred by Lender in connection with the granting of such consent (including, without limitation, attorneys' fees and expenses). If Borrower violates the terms of this Section 2.1 shall be null and void and 7.2(b), in addition to any other rights or remedies which Lender may have herein, in any other Loan Document, or at law or in equity, Lender may by written notice to Borrower increase, effective immediately as of the Rollover Shareholder agrees date of such violation, the Interest Rate to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectDefault Rate."

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities and/or (y) grants a third party the right to vote or affecting direct the ownership voting of such Securities; , (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Shareholder Parent hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder Parent shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover ShareholderParent’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder Parent set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder Parent from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder Parent agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Agreement, the each Rollover Shareholder Stockholder hereby agrees that, from the date hereof until the Expiration Time Time, such Rollover Stockholder shall not, without the prior written consent of Parent and the Company Board (as defined belowat the direction of the Special Committee), the Rollover Shareholder shall not directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (i) has, or would reasonably be expected to have, the effect of reducing or limiting the such Rollover ShareholderStockholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; Securities and/or (ii) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy proxy, consent, rights of first offer or refusal, or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or materially delaying the such Rollover Shareholder Stockholder from performing any of his, her or its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Interim Investors Agreement, each of the Rollover Shareholder Supporting Shareholders and the Beneficial Owners hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover Shareholder such person shall not, and shall cause its or his Affiliates not to, directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, charge, mortgage, grant, encumber, hypothecate or similarly assign or dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any of its or his Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 of its or his Securities and which (x) has, or would could reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholdersuch person’s economic interest and/or voting power in such Securities and/or (y) with respect to its or affecting his Securities, grants a third party the ownership right to vote or direct the voting of such Securities; provided, that a Supporting Shareholder or any of its Affiliates may settle or unwind any swap transaction disclosed by such Supporting Shareholder in a Schedule 13D filed with the SEC, as amended as of the date hereof; provided, further, that (i) each Sponsor may Transfer its Securities to an Affiliate provided such Affiliate agrees in writing to be bound by the terms of this Agreement as a Supporting Shareholder and (ii) each Founder may Transfer his Securities to his respective Permitted Transferees (as defined in the shareholders’ agreement term sheet attached as Exhibit C to the Interim Investors Agreement) provided any such Permitted Transferees agree in writing to be bound by the terms of this Agreement as a Supporting Shareholder; (b) deposit any of its or his Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, any of any its or his Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder such person set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.of

Restrictions on Transfers. Except as provided for in Article III below or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)termination of this Agreement, the Rollover Shareholder it shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise)sell, transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or otherwise similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, ) or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (i) has, or would could reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic its beneficial ownership interest and/or voting power in such Securities and/or (ii) grants a third party the right to vote or affecting direct or otherwise influence the ownership voting of Securities; such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would, or would reasonably be expected to, make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, preventing or delaying the Rollover Shareholder it from performing any of its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Rollover Shareholder of its obligations under this Agreement, or (d) exercise, convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Securities, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or through (d). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 1.2 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III or pursuant to contemplated under the Merger Agreement, the Rollover Shareholder Parent hereby agrees that, from during the period commencing on the date hereof and continuing until the Expiration Time (as defined below)Time, the Rollover Shareholder Parent shall not not, directly or indirectly: , (a) tender any Securities into any tender or exchange offer, (b) offer for sale, sell (constructively or otherwise), transfer, assignpledge, tender in any tender or exchange offer, pledgehypothecate, grant, encumber, hypothecate assign or similarly otherwise dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which hasSecurities, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (bc) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (cd) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (de) knowingly take any action that would make any representation or warranty of the Rollover Shareholder Parent set forth in the Merger Agreement or this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder Parent from performing any of its obligations under this Agreement and the Merger Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by Parent of any of its obligations under this Agreement, or or (ef) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses clause (a), (b), (c) (d) or (de). Any purported Transfer in violation of this Section 2.1 3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III below or pursuant to the Merger Amalgamation Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the such Rollover Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by mergeramalgamation, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder from performing any of his or its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerTransactions or this Agreement or the performance by the Company of its obligations under the Amalgamation Agreement or by any Rollover Shareholder from performing any of his or its obligations under this Agreement, or or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of Company Options into the right to receive payment in accordance with the terms of, and to the extent provided in, the Amalgamation Agreement. Any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III or below, pursuant to the Merger Agreement, the each Rollover Shareholder Securityholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, without the prior approval of the other Rollover Shareholder Securityholders and Parent, such Rollover Securityholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (i) has, or would reasonably be expected to have, the effect of reducing or limiting the such Rollover ShareholderSecurityholder’s economic interest and/or voting power in such Securities and/or (ii) grants a third party the right to vote or affecting direct the ownership voting of Securities; such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder Securityholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder Securityholder from performing any of its its/his obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Rollover Securityholder from performing any of his or its/his obligations under this Agreement, or or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of the Securities into the right to receive any merger consideration in accordance with the terms of the Merger Agreement. Any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III below or pursuant to the Merger Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)termination of this Agreement, the Rollover Shareholder he or she shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or otherwise similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”)contract, option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder him or her from performing any of its his or her obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Rollover Shareholder of his or her obligations under this Agreement, or (d) exercise, convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Securities, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or - (d). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 paragraph shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for saleGuarantor shall not, sell (constructively without the prior written consent of Lender, change the ownership interests of the Guarantor, or otherwise)add an additional member of Guarantor, or transfer, assign, tender in any tender or exchange offersell, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indentureconvey, lease, license, assign or encumber all or any portion of the Casino or the Collateral (or contract to do any of the foregoing, including options to purchase). (b) Without limiting the generality of the foregoing and subject to the terms of this Agreement, the prior written consent of Lender shall be required for: (i) any transfer of the Casino or agreementthe Collateral to a subsidiary or any Affiliate or otherwise; (ii) except to the extent provided in Section 7.1 above, any merger or consolidation, disposition or other reorganization of Guarantor; and (iii) any change in the ownership interest of the Borrower or Guarantor that exceeds twenty (20%) percent, whether in a single transaction or cumulatively, other than changes in the ownership interest of the Borrower resulting from (A) the sale (or distribution) of the outstanding common stock of the Borrower that is owned by GB Holdings, Inc., (B) the conversion of the 3% Notes, (C) the exercise of warrants of the Borrower, or other instrument (D) any transfer or obligation (eachdisposition of common stock, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest thereinwarrants, or with respect 3% Notes of the Borrower by an existing holder of common stock, warrants, or 3% Notes of the Borrower, to any limitation one or more of its affiliates. In the event that Lender, in Lender's sole discretion, is willing to consent to a transfer which would otherwise be prohibited by this Section, Lender may condition its consent on voting right of any Securitiessuch terms as it desires, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result an increase in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void applicable Interest Rate and the Rollover Shareholder agrees to take requirement that Borrower pay a transfer fee, together with any and all actions necessary or desirable expenses incurred by Lender in connection with the granting of such consent (including, but not limited towithout limitation, voting its Ordinary Shares in procuring that attorneys' fees and expenses). If Borrower or Guarantor violate the Company take action, where necessary) in order to ensure that any such purported Transfer in violation terms of this Section 2.1 does not take effectSection, in addition to any other rights or remedies which Lender may have herein, in any other Loan Document, or at law or in equity, Lender may by written notice to Borrower increase, effective immediately as of the date of such violation, the applicable Interest Rate to the applicable Default Rate.

Restrictions on Transfers. Except as provided for in Article III a. No Unit may be sold, assigned or pursuant exchanged if such Unit, when added to the Merger Agreementtotal of all other Units sold or exchanged within the period of twelve consecutive months prior to the proposed date of sale or exchange, would, in the opinion of counsel for the Partnership, result in the termination of the Partnership under IRC Section 708 unless the Partnership and the transferring holder shall have received a ruling from the IRS that the proposed sale or exchange will not cause such termination. No interest in the Partnership may be sold, assigned or exchanged if such sale, assignment or exchange would result in tax-exempt entities holding more than 25% of the Units in the Partnership. b. No transfer may be made of a fractional Unit. Until a Limited Partner’s Promissory Note has been paid in full, no transfer of less than all of the Units owned by such Limited Partner may be made. c. All Units originally issued to a resident of California shall be subject to, and all documents of assignment and transfer evidencing such Units shall bear, the Rollover Shareholder hereby agrees thatfollowing legend condition: IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, from the date hereof until the Expiration Time (as defined below)OR ANY INTEREST THEREIN, the Rollover Shareholder shall not directly or indirectly:OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER’S RULES.” (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer d. No transfer of any Securities or any interest therein, or with respect in the Partnership shall be made unless (1) in the case of Units subject to any limitation on voting right of any Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; subparagraph (c) convert or exchangeabove, or take any action which would result in the conversion or exchangetransferor shall have obtained, of any Securitiesif necessary, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty the written consent of the Rollover Shareholder set forth in this Agreement untrue or incorrect or California Commissioner of Corporations to such transfer and (ii) the transferee shall have paid or, at the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation election of the MergerGeneral Partners, or (e) agree (whether or obligated itself to pay, all reasonable expenses, not in writing) to take any excess of the actions referred to in the foregoing clauses (a)$50, (b)connected with such transfer, (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null substitution and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (includingadmission, including but not limited to, voting its Ordinary Shares in procuring that the Company take actioncost of preparing, where necessary) in order filing and publishing any amendment of the Agreement of Limited Partnership to ensure that any such purported Transfer in violation of this effectuate the transferee’s admission as a substituted Limited Partner pursuant to Section 2.1 does not take effect17.4 hereof.

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Agreement, the Rollover Shareholder Stockholder hereby agrees that, from the date hereof until the Expiration Time Time, Rollover Stockholder shall not, without the prior written consent of Parent and the Company Board (as defined belowat the direction of the Special Committee), the Rollover Shareholder shall not directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (i) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover ShareholderStockholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; Securities and/or (ii) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy proxy, consent, rights of first offer or refusal, or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or materially delaying the Rollover Shareholder Stockholder from performing any of his, her or its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Shareholder (a) Each Stockholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, such Stockholder shall not, without the Rollover Shareholder shall not prior written consent of the Independent Committee, directly or indirectly: , (ai) offer for sale, sell Transfer (constructively or otherwise), transfer, assign, tender in any tender cause or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”permit the Transfer of), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of of, any Covered Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which hasCovered Securities, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (bii) deposit any Covered Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (ciii) convert or exchange, or take any action which would result in the conversion or exchange, of any Covered Securities, other than conversion of ADSs into Class A Ordinary Shares; (div) knowingly take any action that would make any representation or warranty of the Rollover Shareholder such Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or materially delaying the Rollover Shareholder such Stockholder from performing any of its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (ev) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (ai), (b), ii) (ciii) or (div). Any purported Transfer in violation of this Section 2.1 2.3 shall be null and void and the Rollover Shareholder agrees to take any of no force or effect and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring each Stockholder acknowledges that the Company take action, where necessary) in order to ensure that will not register or permit the registration of or otherwise facilitate or effect any such purported Transfer. (b) This Agreement and the obligations hereunder shall attach to the Covered Securities and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, each Stockholder’s successors or assigns. Each Stockholder covenants and agrees that it will not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Covered Shares, unless such Transfer is made in violation of compliance with this Section 2.1 does not take effectAgreement.

Restrictions on Transfers. Except as provided for (a) Grupo VM shall not, directly or indirectly, by operation of Law, Contract or otherwise, (i) offer, transfer, sell, assign, pledge, hypothecate, encumber, gift or otherwise dispose of any beneficial ownership of, or pecuniary interest in, any Covered Equity Securities (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise), (ii) engage in Article III any hedging, swap, forward contract or pursuant other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of beneficial ownership of, or pecuniary interest in, any Covered Equity Securities, including any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to the Merger AgreementCovered Equity Securities; or (iii) enter into a short sale of, or trade in, derivative securities representing the right to vote or economic benefits of, the Rollover Shareholder hereby agrees thatCovered Equity Securities (in each case, from the date hereof until the Expiration Time a “Transfer”), other than in a Permitted Transfer (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities;. (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or Any Transfer not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 expressly permitted herein shall be null and void ab initio and of no effect, and Holdco shall not record any such Transfer on its books or treat any purported transferee as the Rollover Shareholder agrees owner of Covered Equity Securities for any purpose. (c) If and to take the extent Grupo VM holds any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that certificated form, Grupo VM hereby agrees, as promptly as practicable after the Company take action, where necessary) in order to ensure that any such purported Transfer in violation date of this Agreement, to deliver certificates evidencing all of the Covered Equity Securities held by Grupo VM to Holdco, and hereby authorizes and instructs Holdco (including through Holdco’s transfer agent or registrar, as applicable), and Holdco agrees, not to register any Transfer of any of the Covered Equity Securities held by Grupo VM, except as expressly permitted by this Agreement and in any event not before any transferee of a Permitted Transfer has entered into a customary binding deed of adherence to this Agreement (if required hereunder), and to legend the certificates evidencing such Covered Equity Securities. Holdco agrees that as promptly as practicable after the date of this Agreement it shall (i) make a notation on its records and give instructions to the transfer agent and registrar for the Covered Equity Securities not to permit, during the term of this Agreement, the Transfer of the Covered Equity Securities held by Grupo VM and (ii) place (or cause the transfer agent and registrar for the Covered Equity Securities to place) the legend described below in its registry of members and on any certificates evidencing any Covered Equity Securities held by Grupo VM. Holdco agrees that, following the termination of this Agreement, Holdco shall cause any restricted transfer instructions imposed pursuant to this Section 2.1 does 6.01(c) to be lifted and any legended certificates delivered pursuant to this Section 6.01(c) to be replaced with certificates not take effectbearing such legend. Holdco shall note the following legend on its registry of members with respect to the Covered Equity Securities held by Grupo VM in certificated form, and each certificate evidencing Covered Equity Securities shall bear the following legend on the face thereof: “THE SHARES REPRESENTED BY CERTIFICATE NO. [___] ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF DECEMBER 23, 2015, BETWEEN HOLDCO AND GRUPO VM, COPIES OF WHICH SHAREHOLDER AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF HOLDCO. THE SHARES REPRESENTED BY CERTIFICATE NO. [___] MAY NOT BE VOTED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SAID SHAREHOLDER AGREEMENT.”

Restrictions on Transfers. Except as provided for Borrower shall not, without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender, in Article III or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined belowLender's sole discretion), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either whether voluntarily or involuntarily, by operation of law or enter into otherwise (except to the extent that such transfers constitute or would constitute Permitted FINOVA Liens): (i) transfer, sell, pledge, convey, hypothecate, factor or assign all or any note, bond, mortgage, indenture, lease, license, contract portion of any of the Resorts or agreementthe Collateral, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect contract to do any of the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securitiesforegoing, including, without limitation, pursuant to options to purchase and so-called "installment sales contracts," "land contracts," or "contracts for deed" (except that Borrower shall have the right to sell Intervals to Purchasers in arms-length transactions in the ordinary course of Borrower's business); (ii) lease or license any swap transactionportion of the Collateral, optionor change the legal or actual possession or use thereof (except rental of Intervals in the ordinary course of Borrower's business); (iii) permit the dilution, warranttransfer, forward purchase pledge, hypothecation or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction encumbrance of any of the Intervals of Borrower except to Borrower's Affiliates or any other similar transaction for estate planning purposes (including any option except with respect to any the sale of Intervals to Purchasers in arms length transactions in the ordinary course of business and except to the extent that such transactiontransfers constitute or would constitute Permitted FINOVA Liens); (iv) permit the assignment, transfer, delegation, change, modification or combination diminution of the duties or responsibilities of Borrower or the Guarantor; or (v) to the extent within the control of Borrower, cause or permit the assignment, pledge or other encumbrance of any of the Operating Contracts or all or any portion of Borrower's right, title or interest in the Declaration or the remaining Timeshare Documents. Without limiting the generality of the preceding sentence, and subject to the terms of this Agreement, the prior written consent of Lender shall be required for (A) any transfer of the Collateral or any part thereof (except with respect to the sale of Intervals to Purchasers in arms length transactions in the ordinary course of business and except to the extent that such transactions, in each case involving any Securities and which has, transfers constitute or would reasonably be expected constitute Permitted FINOVA Liens) made to havea subsidiary or other Affiliate of Borrower or otherwise; (B) any transfer of all or any part of the Collateral by Borrower to its shareholders or Affiliates or vice versa; (C) any corporate merger or consolidation, the effect disposition or other reorganization except in accordance with Section 7.1(c) of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power this Agreement; (D) any change in such Securities or affecting the ownership or management responsibility of Securities; (b) deposit any Securities into Borrower or a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result material adverse change in the conversion business or exchangefinancial condition of Borrower; and (E) any transfer of or change in the status of Guarantor (through certain subsidiaries in which Guarantor holds a majority ownership interest, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder as set forth in this Agreement untrue or incorrect or have Exhibit I attached hereto) as the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation majority ownership interest holder in each of the MergerBorrower entities, or (eexcept as expressly provided in Section 7.1(c) agree (whether or not hereof. In the event that Lender, in writingLender's sole discretion, is willing to consent to a transfer which would otherwise be prohibited by this Section 7.3(b) to take any of the actions referred to Lender may condition its consent on such terms as it desires, including, without limitation, an increase in the foregoing clauses Interest Rates and the requirement that Borrower pay a transfer fee, together with any expenses incurred by Lender in connection with the granting of such consent (a)including, (b)without limitation, (c) or (dattorneys' fees and expenses). Any purported Transfer in violation If Borrower violates the terms of this Section 2.1 shall be null and void and 7.3(b), in addition to any other rights or remedies which Lender may have hereunder, in any other Loan Document, or at law or in equity, Lender may, by written notice to Borrower, increase, effective immediately as of the Rollover Shareholder agrees date of such violation, the Interest Rate to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares the Default Rate. Notwithstanding anything to the contrary in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does 7.3(b), this Section 7.3(b) shall not take effectbe any more restrictive to Borrower than is permitted by Section 4.08 of the Indenture.

Restrictions on Transfers. Except as provided for in Article III below or pursuant to the Merger Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)termination of this Agreement, the Rollover Shareholder it or he shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or otherwise similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, preventing or delaying the Rollover Shareholder it or him from performing any of its or his obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Rollover Shareholder of its or his obligations under this Agreement, or (d) exercise, convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Securities, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or through (d). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the such Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder from performing any of its its, his or her obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerAgreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided (a) This Option is not transferrable by you, and is exercisable only by you, and may not be sold, assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) except that upon your death this Option may be transferred subject to all of the terms and conditions contained in this Agreement, (A) to your then-current spouse, parents or lineal descendants, or to trusts or custodianships established for in Article III or any such person, (B) by operation of the laws of descent and distribution, (C) by disposition pursuant to the Merger Agreementterms of your last will and testament, the Rollover Shareholder hereby agrees thatto such spouse, from the date hereof until the Expiration Time parent or lineal descendant or (as defined below), the Rollover Shareholder D) otherwise to your estate. This Option shall not directly be subject to execution, attachment or indirectly: (a) offer for sale, sell (constructively or otherwise)similar proceeding. Any attempted assignment, transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, hypothecation or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer disposition of any Securities this Option or any interest thereinherein, or with respect to any limitation on voting right and the levy of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase attachment or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction similar proceeding upon this Option or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactionsinterest herein, in each case involving any Securities and which has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and without effect except as provided in the Rollover Shareholder agrees to take any and all actions preceding sentence. (b) The Company may postpone the time of delivery of certificates for the shares issuable upon the exercise of this Option for such additional time as the Company shall deem necessary or desirable (includingto enable it to comply with the listing requirements of any securities exchange or the National Association of Securities Dealers, but not limited to, voting its Ordinary Shares in procuring that Inc. upon which shares of the Company take actionmay then or are then contemplated to be listed or quoted, where necessaryor the requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to the authorization, issuance or sale of securities. (i) You hereby represent and warrant to the Company that (A) this Option and all Shares hereafter purchased or otherwise acquired by you have been and are being acquired by you for your own account for investment, without any intention of selling or further distributing the same, (B) you do not presently have any reason to anticipate any change in order circumstances or any other particular occasion or event which would cause you to ensure sell the Option or any of such Shares, and (C) you are fully aware that any in agreeing to grant the Option and/or sell or issue such purported Transfer Shares to you, and in violation entering into this Agreement, the Company has relied and is relying upon the truth and accuracy of these representations and warranties. (ii) Each instrument, agreement or certificate the Company has issued or will issue to represent this Section 2.1 does not take effectOption shall prominently bear a legend making reference to this Agreement and securities laws applicable to the Shares acquired upon exercise hereof and to the Stockholders' Agreement.

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Agreement, each of the Rollover Shareholder Supporting Shareholders hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover Shareholder such person shall not, and shall cause its or his Affiliates not to, directly or indirectly: (a) offer for sale, sell (constructively or otherwise)sell, transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any of its or his Securities or any interest therein, or with respect to any limitation on voting right of any of its or his Securities, including, without limitation, including any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any of its or his Securities and which (x) has, or would could reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholdersuch person’s economic interest and/or voting power in such Securities and/or (y) with respect to its or affecting his Securities, grants a third party the ownership right to vote or direct the voting of Securitiessuch Securities (any such transaction, a “Derivative Transaction”); (b) deposit any of its or his Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) exercise, convert or exchange, or take any action which would result in the exercise, conversion or exchangeexchange of, any of any its or his Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder such person set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder such persons from performing any of its or his obligations under this Agreement or would that is intended, or could reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Supporting Shareholder of its or his obligations under this Agreement; or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or – (d). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 paragraph shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III II below or pursuant to the Merger Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the such Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of of, any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (x) has, or would could reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s its economic interest and/or voting power in such Securities and/or (y) grants a third party the right to vote or affecting direct the ownership voting of Securitiessuch Securities that is inconsistent with this Agreement; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, Agreement; or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Each Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover such Shareholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”)contract, option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover such Shareholder’s economic interest and/or voting power in such Securities and/or (y) grants a third party the right to vote or affecting direct the ownership voting of Securities; such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover such Shareholder from performing any of his, her, or its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer in violation Notwithstanding anything to the contrary herein, nothing shall require (and no Shareholder undertakes an obligation and makes a representation or warranty related to) the conversion, exercise or exchange of this Section 2.1 shall any security for which Shareholder has beneficial ownership into securities entitled to be null and void and the Rollover voted, or for which Shareholder agrees is entitled to take consent or act, with respect thereto, including without limitation, any and all actions necessary Company Stock Option or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectWarrant.

Restrictions on Transfers. Except Unless the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation, and except as provided for in Article III below or pursuant to the Merger Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)termination of this Agreement, the such Rollover Shareholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder from performing any of its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Rollover Shareholder of his or its obligations under this Agreement, or or (ed) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (dc). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 paragraph shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except Transferee agrees that, prior to the first anniversary of the Closing (as defined in the Stock Purchase Agreement), it will not, directly or indirectly, sell, transfer or otherwise dispose of any interest in the Shares, provided that Transferee may transfer Shares (i) to any affiliate (as defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities Act")) of Transferee that enters into a standstill agreement with the Company containing terms and conditions substantially equivalent to those in this Agreement, or (ii) pursuant to any tender offer or exchange offer which is 2 recommended by the Board of Directors of the Company. After the first anniversary of the Closing and for the remaining term of this Agreement, Transferee may sell, transfer or otherwise dispose of any interest in Article III the Shares, provided that (x) such sale, unless it is made in a registered public offering or pursuant to a tender or exchange offer to the Merger AgreementCompany's stockholders, is not knowingly made to any person or "group" (within the Rollover Shareholder hereby agrees thatmeaning of Section 13(d)(3) of the Securities Exchange Act of 1934, from as amended (the date hereof until "1934 Act")) acquiring all of Transferee's Shares in the Expiration Time acquisition or that would, after giving effect to its acquisition of such Shares, beneficially own or have the right to acquire more than 4.9% of the Voting Securities (as defined below)) then outstanding, unless such person or group has entered into a standstill agreement with the Rollover Shareholder shall not directly or indirectly: Company containing terms and conditions substantially equivalent to those in this Agreement (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect it being understood that Transferee has no duty to inquire as to the Transfer beneficial ownership of any Securities such person or any interest therein, or with respect to any limitation group when Transferee sells the Shares in a transaction on voting right of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction the New York Stock Exchange or any other similar transaction exchange on which the Shares are listed at the time), and (including y)(i) such sale is pursuant to an effective registration statement under the Securities Act, (ii) such sale is made after the termination of sale restrictions pursuant to Rule 144 of the Securities Act or any option with respect successor to any such transactionrule or (iii) or combination Transferee shall have delivered to the Company an opinion of any such transactionscounsel, in each case involving any Securities which opinion and which hascounsel shall be reasonably satisfactory to the Company, or would reasonably be expected to have, the effect that such sale is exempt from the provisions of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty Section 5 of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectSecurities Act.

Restrictions on Transfers. Except as provided for in Article III below or pursuant to the Merger Amalgamation Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the such Rollover Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by mergeramalgamation, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer“ Transfer ”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “ Derivative Transaction ”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder from performing any of his or its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerTransactions or this Agreement or the performance by the Company of its obligations under the Amalgamation Agreement or by any Rollover Shareholder from performing any of his or its obligations under this Agreement, or or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of Company Options into the right to receive payment in accordance with the terms of, and to the extent provided in, the Amalgamation Agreement. Any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Each of Parent and Merger Agreement, the Rollover Shareholder Sub hereby agrees that, from the date hereof until the Expiration Effective Time (as defined below)or the termination of this Agreement pursuant to Article VIII, except to the Rollover Shareholder extent previously approved by the Special Committee in writing, it shall not, and shall cause each of its Affiliates not to, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or otherwise similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities Shares or ADS, or any interest therein, or with respect to any limitation on voting right of any SecuritiesShares, 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 Securities and which hasShares or ADS (any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities Shares (including Shares represented by ADSs) into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder Parent or Merger Sub set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, preventing or delaying the Rollover Shareholder it from performing any of its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other Transactions or the performance by the Company of its obligations under this Agreement or by Parent or Merger Sub of its obligations under this Agreement, or (d) exercise, convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Shares or ADS, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or through (d). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 6.16 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. (i) Except as provided for in Article III II below or pursuant to the Merger Agreement and (ii) except that any beneficial owner of DT01 Holding International Limited may transfer his or its interests in DT01 Holding International Limited to Anfernee Song Guan or any of his Affiliates so that DT01 Holding International Limited will be 100% beneficially owned by Anfernee Song Guan, provided that all the Securities held by DT01 Holding International Limited continue to be subject to the terms of this Agreement, the Rollover Shareholder each Supporting Securityholder hereby agrees that, from the date hereof until the Expiration Time Time, such Supporting Securityholder shall not, without the prior written consent of Parent and the Company Board (as defined belowat the direction of the Special Committee), the Rollover Shareholder shall not directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder such Supporting Securityholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder such Supporting Securityholder from performing any of his or its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Supporting Securityholder from performing any of his or its obligations under this Agreement, or or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of the Securities into the right to receive any merger consideration in accordance with the terms of the Merger Agreement. Any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III the Rollover Agreement or pursuant to the Merger Agreement, the Rollover each Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover such Shareholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (i) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover such Shareholder’s economic interest and/or voting power in such Securities and/or (ii) grants a third party the right to vote or affecting direct the ownership voting of Securities; such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, Securities (other than conversion Securities issued upon the exercise of ADSs into Class A Ordinary Shares; any Company options or the vesting of Company restricted shares), (d) knowingly take any action that would make any representation or warranty of the Rollover such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, preventing or materially delaying the Rollover such Shareholder from performing any of its or his obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 paragraph shall be null and void and the Rollover Shareholder agrees to take any of no force and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effect.

Restrictions on Transfers. Except as provided for in Article III or below, pursuant to the Merger Agreement, the each Rollover Shareholder Securityholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, without the prior approval of all other Rollover Shareholder Securityholders and Parent, such Rollover Securityholder shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which (i) has, or would reasonably be expected to have, the effect of reducing or limiting the such Rollover ShareholderSecurityholder’s economic interest and/or voting power in such Securities and/or (ii) grants a third party the right to vote or affecting direct the ownership voting of Securities; such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder Securityholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the such Rollover Shareholder Securityholder from performing any of its its/his obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Rollover Securityholder from performing any of his or its/his obligations under this Agreement, or or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of the Securities into the right to receive any merger consideration in accordance with the terms of the Merger Agreement. Any Subject to the Laws of the British Virgin Islands, any purported Transfer in violation of this Section 2.1 1.3 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except Purchaser agrees that, prior to the first anniversary of the Closing (as defined in the Stock Purchase Agreement), it will not, directly or indirectly, sell, transfer or otherwise dispose of any interest in the Shares, provided that Purchaser may transfer Shares (i) to any affiliate (as defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities Act")) of Purchaser that enters into a standstill agreement with the Company containing terms and conditions substantially equivalent to those in this Agreement, or (ii) pursuant to any tender offer or exchange offer which is recommended by the Board of Directors of the Company. After the first anniversary of the Closing and for the remaining term of this Agreement, Purchaser may sell, transfer or otherwise dispose of any interest in Article III the Shares, provided that (x) such sale, unless it is made in a registered public offering or pursuant to a tender or exchange offer to the Merger AgreementCompany's stockholders, is not knowingly made to any person or "group" (within the Rollover Shareholder hereby agrees thatmeaning of Section 13(d)(3) of the Securities Exchange Act of 1934, from as amended (the date hereof until "1934 Act")) acquiring all of Purchaser's Shares in the Expiration Time acquisition or that would, after giving effect to its acquisition of such Shares, beneficially own or have the right to acquire more than 4.9% of the Voting Securities (as defined below)) then outstanding, unless such person or group has entered into a standstill agreement with the Rollover Shareholder shall not directly or indirectly: Company containing terms and conditions substantially equivalent to those in this Agreement (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect it being understood that Purchaser has no duty to inquire as to the Transfer beneficial ownership of any Securities such person or any interest therein, or with respect to any limitation group when Purchaser sells the Shares in a transaction on voting right of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction the New York Stock Exchange or any other similar transaction exchange on which the Shares are listed at the time), and (including y)(i) such sale is pursuant to an effective registration statement under the Securities Act, (ii) such sale is made after the termination of sale restrictions pursuant to Rule 144 of the Securities Act or any option with respect successor to any such transactionrule or, (iii) or combination Purchaser shall have delivered to the Company an opinion of any such transactionscounsel, in each case involving any Securities which opinion and which hascounsel shall be reasonably satisfactory to the Company, or would reasonably be expected to have, the effect that such sale is exempt from the provisions of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty Section 5 of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectSecurities Act.

Restrictions on Transfers. Except as provided for in Article III II or pursuant to the Merger Agreement, the Rollover each Continuing Shareholder hereby agrees that, from the date hereof until the Expiration Time Time, such Continuing Shareholder shall not, and shall cause its, his or her Affiliates (as defined below)in the Interim Investors Agreement) not to, the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any of such Continuing Shareholder’s Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 of its, his or her Securities and which (i) has, or would could reasonably be expected to have, the effect of reducing or limiting the Rollover Shareholder’s its, his or her economic interest and/or voting power in such Securities and/or (ii) with respect to its, his or affecting her Securities, grants a third party the ownership right to vote or direct the voting of such Securities; (b) deposit any of such Continuing Shareholder’s Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeexchange of, any of any such Continuing Shareholder’s Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover such Continuing Shareholder set forth in this Agreement to be made as of a date following the date hereof untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover such Continuing Shareholder from performing any of its its, his or her obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, Agreement; or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided, that, for the avoidance of doubt, neither this Section 1.2 nor any other provision of this Agreement shall prevent or restrict (i) the exercise of Vested Company Options, (ii) the cancellation or conversion of any Existing Shares or Continuing Shares as contemplated by the Merger Agreement, (iii) the withdrawal of any Continuing Shares represented by ADSs as contemplated by Section 2.1(a), (iv) the Founder Transfer (as defined below) as contemplated by Section 2.2, (v) after the Effective Time, the Subsequent Management Share Repurchase (as defined below) as contemplated by Section 2.3, or (vi) after the Effective Time, the Subsequent Founder Share Repurchase (as defined in the Recruit Support Agreement) as contemplated by Section 2.4 of the Recruit Support Agreement. Any purported Transfer in violation of this Section 2.1 1.2 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III hereinafter specifically provided, Borrower shall not, and will use its best efforts to ensure that the Timeshare Owners' Associations shall not, whether voluntarily or pursuant to the Merger Agreementinvoluntarily, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for sale, sell (constructively by operation of law or otherwise, (i) without obtaining the prior written consent of TFC (which consent may be given, withheld or conditioned by TFC in TFC's sole discretion), transfer, assign, tender in any tender or exchange offersell, pledge, grantconvey, encumberhypothecate, hypothecate factor or similarly dispose assign all or any portion of the Collateral, the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals, all or any portion of the Marathon Key Resort (by merger, testamentary disposition, operation except for the sale of Law Intervals at any Resort in the ordinary course of business) or otherwise) (collectively, “Transfer”), either voluntarily any Resort facilities or involuntarilyamenities, or enter into contract to do any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to of the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securitiesforegoing, including, without limitation, any swap transactionpursuant to options to purchase, optionand so-called "installment sales contracts", warrant"land contracts", forward purchase or sale transaction"contracts for deed", futures transaction(ii) without obtaining the prior written consent of TFC (which consent may be given, cap transactionwithheld or conditioned by TFC in TFC's sole discretion), floor transaction, collar transaction lease or license all or any other similar transaction portion of the Collateral (including except for leases in the ordinary course of business), the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any option with respect to any such transaction) Resort facilities or combination of any such transactions, in each case involving any Securities and which hasamenities, or would reasonably be expected to havechange the legal or actual possession or use thereof, (iii) permit the effect assignment, transfer, delegation, change, modification or diminution of reducing the duties or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership responsibilities of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; (c) convert or exchange, or take any action which would result in the conversion or exchangeBorrower, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty manager of the Rollover Shareholder set forth Resorts approved by TFC as manager of the Resorts (except for an assignment of such duties to a professional management company or companies reasonably acceptable to TFC in this Agreement untrue or incorrect or have advance) without obtaining the effect prior written consent of preventing, disablingTFC (which consent shall not be unreasonably withheld), or delaying (iv) without obtaining the Rollover Shareholder from performing any prior written consent of its obligations under this Agreement TFC (which consent may be given, withheld or would reasonably be expected to impedeconditioned by TFC in TFC's sole discretion), frustratecause or permit the assignment, interfere with, delay, postpone, adversely affect pledge or prevent the consummation other encumbrance of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to Operating Contracts or all or any portion of either Borrower's right, title or interest in the foregoing clauses Declaration. Without limiting the generality of the preceding sentence, and subject to the terms of this Agreement, the prior written consent of TFC (a)as specified above) shall be required for (A) any transfer of the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals, all or any portion of the Marathon Key Resort (except for the sale of Intervals in the ordinary course of business) or any Resort facilities or amenities or any part thereof made to a subsidiary or Affiliate of either Borrower, or otherwise, (b)B) any transfer of all or any part of the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals, all or any portion of the Marathon Key Resort (cexcept for the sale of Intervals in the ordinary course of business) or any Resort facilities or amenities by either Borrower to its stockholders or Affiliates of either Borrower, or vice versa, and (dC) any corporate merger or consolidation, disposition or other reorganization, except as permitted in Section 7.1(c). Any purported Transfer In the event that TFC is willing to consent to a transfer which would otherwise be prohibited by this Section 7.2(b) TFC may condition its consent on such terms as it desires, including, without limitation, an increase in violation the Interest Rate and the requirement that Borrower pay a transfer fee, together with any expenses incurred by TFC in connection with the granting of such consent (including, without limitation, attorneys' fees and expenses). If Borrower violates the terms of this Section 2.1 shall be null and void and 7.2(b), in addition to any other rights or remedies which TFC may have herein, in any other Loan Document, or at law or in equity, TFC may by written notice to Borrower increase, effective immediately as of the Rollover Shareholder agrees date of such violation, the Interest Rate to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectDefault Rate.

Restrictions on Transfers. Except as provided for in Article III or pursuant to the Merger Agreement, the Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below), the Rollover Shareholder shall not directly or indirectly: (a) offer for saleMortgagor shall not, sell without first obtaining the prior written consent of the Mortgagee (constructively which may be given or otherwisewithheld by the Mortgagee in the Mortgagee's sole and absolute discretion), whether voluntarily or involuntarily by operation of law or otherwise (i) transfer, assignsell, tender in convey or assign all or any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose portion of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarilythe Premises, or enter into contract to do any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to of the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securitiesforegoing, including, without limitation, any swap transactionenter into options to purchase, optioninstallment sales contracts, warrantland contracts, forward purchase real estate contracts or sale transactioncontracts for Mortgage, futures transaction, cap transaction, floor transaction, collar transaction (ii) lease all or any other similar transaction portion of the Premises or change the legal possession or use thereof, (including any option with respect to any such transactioniii) except as provided in this Paragraph, permit the dilution, transfer, pledge, hypothecation or combination encumbrance of any such transactionsownership interest in Mortgagor or any or ownership interests in any partner of Mortgagor , or (iv) permit the assignment, transfer, delegation, change, modification or any diminution of the duties or responsibilities of Mortgagor as manager of the Premises (except to a professional management company or companies acceptable to Mortgagee, in each case involving Mortgagee's sole discretion). Without limiting the generality of the preceding sentence, the prior written consent of the Mortgagee shall be required for (i) any Securities and which hastransfer made to a subsidiary or affiliate entity of Mortgagor, (ii) any transfer made to a reconstituted general or limited partnership or limited liability company, transfer by any partnership or limited liability company to its individual partners or members, respectively, or vice versa, (iii) any transfer by any corporation to its stockholders or vice versa and (iv) any corporate merger or consolidation. In the event that the Mortgagee, in the Mortgagee's sold discretion, is willing to consent to a transfer which would reasonably otherwise be expected to haveprohibited by this Paragraph 1.15(a), the effect Mortgagee may condition its consent on such terms as it desires, including, without limitation, an increase in the interest rate of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power Revolving Note (and recalculation of the amortization provisions thereof), and the requirement that Mortgagor pay a transfer fee, together with any expenses incurred by the Mortgagee in connection with the granting of such Securities or affecting the ownership of Securities;consent (including, without limitation, reasonable attorneys' fees). (b) deposit If Mortgagor violates the terms of Paragraph 1.15(a) hereof, in addition to any Securities into a voting trust other rights or enter into a voting agreement remedies which Mortgagor may have herein, in any other Security Document or arrangement at law or grant any proxy or power of attorney with respect thereto that is inconsistent with in equity, Mortgagee may increase the interest rate charged on the Indebtedness up to the Default Rate, such interest being due on demand and being secured by this Agreement;Mortgage. (c) convert Mortgagor shall not enter into any easements, rights of way, agreements affecting property lines or exchangesimilar agreements affecting the Premises without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder from performing any of its obligations under this Agreement or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). Any purported Transfer in violation of this Section 2.1 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectdelayed.

Restrictions on Transfers. Except as provided for in Article III or pursuant to II below, each of the Merger Agreement, the Rollover Shareholder Shareholders hereby agrees that, from the date hereof until the Expiration Time (as defined below)Time, the Rollover such Shareholder shall not not, without the prior written consent of Parent, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, charge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities Rollover Shares or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities Rollover Shares and which (i) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover such Shareholder’s economic interest and/or voting power in such Securities Rollover Shares and/or (ii) grants a third party the right to vote or affecting direct the ownership voting of Securities; such Rollover Shares (any such transaction, a “Derivative Transaction”), (b) deposit any Securities Rollover Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any SecuritiesRollover Shares, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the Rollover such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or materially delaying the Rollover such Shareholder from performing any of its obligations under this Agreement Agreement, or would reasonably be expected to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), ) (c) or (d). Any purported Transfer in violation of this Section 2.1 1.2 shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.

Restrictions on Transfers. Except as provided for in Article III below or pursuant to the Merger Agreement, the each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time (as defined below)termination of this Agreement, the Rollover Shareholder it shall not not, directly or indirectly: , (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or otherwise similarly dispose of (by merger, testamentary disposition, operation of Law law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any note, bond, mortgage, indenture, lease, license, contract or agreement, or other instrument or obligation (each, a “Contract”), option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, 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 Securities and which has(any such transaction, or would reasonably be expected to havea “Derivative Transaction”), the effect of reducing or limiting the Rollover Shareholder’s economic interest and/or voting power in such Securities or affecting the ownership of Securities; (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; , (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, other than conversion of ADSs into Class A Ordinary Shares; (d) knowingly take any action that would make any representation or warranty of the such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Rollover Shareholder it from performing any of its obligations under this Agreement or that is intended, or would reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergerMerger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Rollover Shareholder of its obligations under this Agreement, or (d) exercise, convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Securities, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or - (d). Any purported Transfer or Derivative Transaction in violation of this Section 2.1 paragraph shall be null and void and the Rollover Shareholder agrees to take any and all actions necessary or desirable (including, but not limited to, voting its Ordinary Shares in procuring that the Company take action, where necessary) in order to ensure that any such purported Transfer in violation of this Section 2.1 does not take effectvoid.