ELK TOPCO LLC C/O WALKERS CORPORATE (BERMUDA) LIMITED PARK PLACE, 55 PAR-LA- VILLE ROAD HAMILTON, HM11, BERMUDARollover and Support Agreement • July 30th, 2024 • TSSP Sub-Fund HoldCo LLC • Fire, marine & casualty insurance
This rollover and support agreement, dated as of the date first written above (as amended, restated, modified or supplemented from time to time, and together with all schedules, annexes and exhibits hereto, this “Agreement”) is being entered into by and among Elk Topco, LLC, a Bermuda limited liability company (“Topco”), J.C. Flowers & Co. LLC, a Delaware limited liability company (“JCF”), Elk Evergreen Investments, LLC, a Delaware limited liability company, Elk Cypress Investments, LLC, a Delaware limited liability company and the Person identified on the signature pages hereto under the heading “Rollover Investor” (the “Rollover Investor”). This Agreement relates to the Agreement and Plan of Merger, dated as of July 29, 2024 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Elk Bidco Limited, an exempted company limited by shares existing under the laws of Bermuda (“Parent”), Elk Merger Sub Limited, an exempted company limited by
AMENDED AND RESTATED ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • February 17th, 2016 • Zeng Jason Liqing • Services-business services, nec • New York
This AMENDED AND RESTATED ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 31, 2015 by and among Orient TM Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • August 14th, 2023 • Dragoneer Investment Group, LLC • Services-educational services
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENT May 19, 2014Rollover and Support Agreement • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among (1) Engadin Holdings Limited, a Cayman Islands exempted company (“Holdco”), (2) Engadin Parent Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and (3) the shareholders of Charm Communications Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENT July 30, 2014Rollover and Support Agreement • August 1st, 2014 • Sequoia Capital China I Lp • Agricultural production-crops • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among (1) Harvest Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”), (2) Harvest Parent Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and (3) the shareholders of Le Gaga Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • May 25th, 2021 • Tarena International, Inc. • Services-educational services • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2021 by and among Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the persons set forth on Schedule A hereto (each, a “Rollover Shareholder” and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • May 10th, 2021 • New Oriental Education & Technology Group Inc. • Services-educational services • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2021 by and between Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the person set forth on Schedule A hereto (the “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • September 29th, 2020 • Chao Charles Guowei • Services-prepackaged software • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 28, 2020 by and between New Wave MMXV Limited, a company incorporated under the laws of the British Virgin Islands (“Holdco”), New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”), and the persons set forth on Schedule A hereto (each such person, a “Rollover Shareholder” and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENT August 11, 2020Rollover and Support Agreement • August 14th, 2020 • Novartis Pharma Ag • Biological products, (no disgnostic substances) • Delaware
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the undersigned stockholder of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (“Rollover Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • October 19th, 2023 • Vivo Capital IX, LLC • Services-medical laboratories • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 11, 2023 by and between New Genetron Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the persons set forth on Schedule A hereto (each, a “Rollover Shareholder”, and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • April 11th, 2017 • Alliance HealthCare Services, Inc • Services-medical laboratories • Delaware
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 10, 2017, by and among THAIHOT Investment Company US Limited, a Delaware corporation (“Parent”), Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), and Tahoe Investment Group Co., Ltd., an entity organized under the laws of the People’s Republic of China (“Tahoe”), Qisen Huang, an individual and Chairman of the Board (“Chairman Huang”) and THAIHOT Investment Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco” and together with Tahoe and Chairman Huang, the “Stockholders” and each a “Stockholder”).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • October 3rd, 2022 • Kuo Chuan-Chiung • Semiconductors & related devices • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 30, 2022 by and among Right Dynamic Investments Limited, a company incorporated under the laws of British Virgin Islands (“Holdco”), and the persons set forth on Schedule A hereto (each, a “Rollover Shareholder” and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • October 20th, 2023 • Tianjin Kangyue Business Management Partnership (Limited Partnership) • Services-medical laboratories • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 11, 2023 by and between New Genetron Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the persons set forth on Schedule A hereto (each, a “Rollover Shareholder”, and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENT August 11, 2020Rollover and Support Agreement • August 12th, 2020 • Liu Tony • Biological products, (no disgnostic substances) • Delaware
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain stockholders of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • May 3rd, 2021 • KKR Group Partnership L.P. • Investment advice • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2021 by and between Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the person set forth on Schedule A hereto ( the “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • October 20th, 2023 • Tianjin Genetron Jun'an Business Management Partnership (Limited Partnership) • Services-medical laboratories • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 11, 2023 by and between New Genetron Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the persons set forth on Schedule A hereto (each, a “Rollover Shareholder”, and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • October 20th, 2023 • Wang Sizhen • Services-medical laboratories • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 11, 2023 by and between New Genetron Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the persons set forth on Schedule A hereto (each, a “Rollover Shareholder”, and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • July 25th, 2022 • Convey Health Solutions Holdings, Inc. • Services-misc health & allied services, nec
ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is dated as of [•], 2022 by and among Commodore Parent 2022, LLC, a Delaware limited liability company (“Parent”) and the stockholder of Convey Health Solutions Holdings, Inc., a Delaware corporation (the “Company”) that is or may become a party to this Agreement by virtue of executing a counterpart or joinder hereto (including, to the extent applicable, in such Person’s capacity as a holder of Company Equity Awards, the “Stockholder”). For purposes of this Agreement, Parent and the Stockholder are each a “Party” and collectively the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • March 12th, 2021 • Wang Zhili • Services-business services, nec • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 12, 2021 by and among Taiying Group Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”) and certain holders of shares of China Customer Relations Centers, Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”) as listed on Schedule A attached hereto (each, a “Rollover Securityholder” and collectively, the “Rollover Securityholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
