Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. Each Voting Shareholder severally and not jointly, except that (a) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise), transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Voting Shares or any interest therein, (i) except as provided in Section 1 hereof or (ii) unless each Person to which any Voting Shares (or any interest in any Voting Shares) is or may be Transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares (or interest in such Voting Shares) subject to all of the terms and provisions of this Agreement; or (b) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally and not jointlyPrior to the termination of this Agreement, except that (a) with respect to each of J▇▇▇▇ ▇▇▇▇▇ PSCM and South Lead Technology LimitedPSGP agrees not to, jointly and severally to cause, (only with respect to themselves1) in the case of PSCM, each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (b3) with respect to in the case of both PSCM and PSGP, each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limitedtheir respective Affiliates, jointly and severally (only with respect to themselves), covenants and agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan that will not be discharged or repaid prior to the record date of any meeting of the holders of the Company Shares at which the adoption of the Merger Agreement is to be considered of (collectively, “Transfertransfer”), any or all of the Voting Shares Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 1 6 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any Voting Shares of such Securities it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder PSCM or PSGP from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder PSCM or PSGP hereunder untrue or incorrect or have the effect of preventing in any manner that would prevent or materially impairing impair the performance by such Voting Shareholder PSCM or PSGP of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 shall be null and void.

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally hereby irrevocably and not jointly, except that (a) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and unconditionally agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Voting Shares Securities such Shareholder holds or beneficially owns or has any interest therein, (i) except as provided in Section 1 7 hereof or or, (ii) unless each Person to which any Voting Shares (or any interest in any Voting Shares) of such Securities is or may be Transferred Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities such Shareholder holds or beneficially owns, or deposit any of the Securities such Shareholder holds or beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities, in each case except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation . (d) For the avoidance of doubt, notwithstanding any other provision of this Agreement to the contrary, the restrictions set forth in this Section 5 6(a), (b) and (c) shall be null and voidnot apply to any Transfer of any Securities in accordance with any share pledge agreements in respect of any such Securities entered into by either Shareholder prior to the date of this Agreement, provided that no such share pledge agreement shall have a materially adverse impact on the ability of such shareholder to perform its obligations hereunder.

Transfer and Other Restrictions. Each Voting Shareholder severally Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limitedhis, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees her or its Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Voting Shares Securities he, she or it Beneficially Owns or any interest therein, (i) except as provided in Section 1 hereof or 7 hereof, (ii) unless each Person “person” (as defined in the Merger Agreement) to which any Voting Shares of such Securities he, she or it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement, or (iii) except for, in the case of Stockholders who are employees of the Company, any Transfer of any Securities to the Company pursuant to the terms of any Company Employee Agreement or any Company Employee Plan upon the termination of such Stockholder’s employment with the Company or a Company Subsidiary; (b) grant any proxy or power of attorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would reasonably be expected to prevent or materially impair such Voting Shareholder the Stockholder from performing any of his, her or its obligations under this Agreement or that would reasonably be expected to make any representation or warranty of such Voting Shareholder Stockholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder the Stockholder of any of his, her his or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder Stockholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally and not jointlyPrior to the termination of this Agreement, except that (a) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and Stockholder agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger AgreementAgreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, to or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “"Transfer”), ") of any or all of the Voting Shares Securities or any interest therein, except (i) except as provided in Section 1 hereof or 6 hereof; (ii) unless for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each Person to which any Voting Shares (or any interest in any Voting Shares) is or may be Transferred transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as ANNEX I and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder from performing any for the purpose of his, her or its obligations under this Agreement or that would make making any representation or warranty of such Voting Shareholder hereunder Stockholder contained herein untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or disabling Stockholder from performing its obligations under this Agreement. Any purported Transfer Notwithstanding anything to the contrary in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5 5(a) hereof shall be null Transferred free and voidclear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv).

Transfer and Other Restrictions. Each Voting Shareholder severally and not jointlyPrior to the termination of this Agreement, except that (a) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and the Stockholder agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan that will not be discharged or repaid prior to the record date of any meeting of the holders of the Company Shares at which the adoption of the Merger Agreement is to be considered of (collectively, “Transfertransfer”), any or all of the Voting Shares Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 1 6 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any Voting Shares of such Securities it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder the Stockholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder the Stockholder hereunder untrue or incorrect or have the effect of preventing in any manner that would prevent or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or impair the performance by the Company Stockholder of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally and not jointlyPrior to the termination of this Agreement, except that (a) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and Stockholder agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger AgreementAgreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, to or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), ) of any or all of the Voting Shares Securities or any interest therein, except (i) except as provided in Section 1 hereof or 6 hereof; (ii) unless for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each Person to which any Voting Shares (or any interest in any Voting Shares) is or may be Transferred transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder from performing any for the purpose of his, her or its obligations under this Agreement or that would make making any representation or warranty of such Voting Shareholder hereunder Stockholder contained herein untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or disabling Stockholder from performing its obligations under this Agreement. Any purported Transfer Notwithstanding anything to the contrary in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5 5(a) hereof shall be null Transferred free and voidclear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv).

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees his or her Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”), any or all of the Voting Shares Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 1 7 hereof or (ii) unless each Person to which any Voting Shares of such Securities it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting the Shareholder from performing any of his, his or her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting the Shareholder of any of his, his or her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, his or her or its obligations under this Agreement. Any purported Transfer transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder Prior to the termination of this Agreement, each Stockholder, severally and not jointlyjointly and severally, except that (a) with respect hereby irrevocably and unconditionally agrees not to, and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees its controlled Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition ofof (including by merger or otherwise by operation of law), or enter into a loan of (collectively, “Transfertransfer”), any or all of the Voting Shares Securities it Beneficially Owns or any interest therein, except (i) except as provided in Section 1 2(e) hereof or (ii) unless each Person transfers of Securities it Beneficially Owns to which any Voting Shares (or any interest in any Voting Shares) is or may be Transferred an Affiliate; provided that such Affiliate shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement or any proxy or power of attorney granted in favor of its investment manager on terms not inconsistent with the terms of this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder the Stockholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder Stockholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder the Stockholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees its Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Voting Shares Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 1 7 hereof or (ii) unless each Person “person” (as defined in the Merger Agreement as of the date hereof) to which any Voting Shares of such Securities it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder the Stockholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder Stockholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder the Stockholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder Stockholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limitedhis, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees her or its Affiliates not to, directly or indirectly: (a) except pursuant to Transfer (as defined in the terms of the Merger Rollover Agreement, offer for sale, sell (constructively or otherwise), transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), ) any or all of the Voting Shares Securities such Shareholder Beneficially Owns or any interest therein, except (i) pursuant to the Rollover Agreement or the Merger Agreement, or (ii) any Transfer to an Affiliate of such Shareholder, provided that such Affiliate shall have agreed in writing, in a form reasonably acceptable to Parent and the Company, to be bound by this Agreement and a notice in respect of such Transfer shall have been provided to the Company; (b) grant any proxy or power of attorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in Section 1 hereof or (ii) unless each Person to which any Voting Shares (or any interest in any Voting Shares) is or may be Transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares (or interest in such Voting Shares) subject to all of the terms and provisions of this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing preventing, impeding or materially impairing interfering with or adversely affecting the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by Parent or the Company of its respective obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally and not jointlyExcept pursuant to this Agreement, except that (a) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees not tothe Stockholder shall not, directly or indirectly: , (ai) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose ofof (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or enter into any contractContract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition Transfer of, or enter into a loan any of (collectivelyits Subject Shares to any Person, “Transfer”), any or all of the Voting Shares or any interest therein, (i) except as provided in Section 1 hereof or (ii) unless each Person enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to which any Voting Shares of its Subject Shares, (or any interest in any Voting Shares) is or may be Transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares (or interest in such Voting Shares) subject to all of the terms and provisions of this Agreement; or (biii) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder Stockholder contained herein untrue or incorrect or have the effect of preventing would in any way restrict, limit or materially impairing interfere with the performance by of such Voting Shareholder Stockholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit Stockholder from selling or disposing of Subject Shares to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) any other Stockholder, (ii) 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 hissuch Stockholder, her (iii) any trust, the trustees of which include only the persons named in clauses (i) or (ii) and the beneficiaries of which include only the persons named in clauses (i) or (ii), (iv) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the persons named in clauses (i) or (ii), or (v) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Stockholder hereby authorizes and will instruct Parent or its obligations under counsel to notify Parent’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of such Stockholder (and that this Agreement or that is intendedplaces limits on the voting and transfer of such Subject Shares), or would reasonably subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation withdrawn and terminated upon any termination of the 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 any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this pursuant to Section 5 shall be null and void4.11.

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally and Rollover Investor hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees his or its Affiliates not to, directly or indirectly: (a) except pursuant to in accordance with the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Voting Shares securities he, she or it beneficially owns or has any interest therein, (i) except as provided in Section 1 6 hereof or or, (ii) unless each Person to which any Voting Shares (or any interest in any Voting Shares) of such securities is or may be Transferred Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares securities (or interest in such Voting Sharessecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the securities he or it beneficially owns, or deposit any of the securities he or it beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to any such securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting the Shareholder or Rollover Investor from performing any of his, her his or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder or Rollover Investor hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder or Rollover Investor of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder or Rollover Investor of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 shall be null and void.

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limitedhis, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees her or its Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement or the Rollover Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”"transfer"), any or all of the Voting Shares Securities he, she or it Beneficially Owns or any interest therein, (i) except as provided in Section 1 7 hereof or (ii) unless each Person to which any Voting Shares of such Securities he, she or it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company Company, Parent or Merger Sub of its their respective obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally Prior to the termination of this Agreement, Rifkin and not jointly, except that (a) with respect to each of J▇Stockholder agree▇ ▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger AgreementPurchase Agreement or any related agreement thereto, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, to or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “"Transfer”), ") of any or all of the Voting Shares Securities or any interest therein, except: (i) except as provided for Transfers of the Securities in Section 1 hereof or the open market; (ii) unless each Person to which any Voting Shares (for private block trades of the Securities, provided that under no circumstances may Rifkin or any interest Stockholder transfe▇ ▇▇▇ Securities pursuant to this Section 4(a)(ii) (A) to any person or group which is the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group; and/or (iii) other Transfers (including distributions of Securities by a Stockholder to its equity holders) in any Voting Shares) is or may be Transferred which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I, and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder from performing any for the purpose of his, her or its obligations under this Agreement or that would make making any representation or warranty of such Voting Shareholder hereunder contained herein untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of disabling Rifkin or any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or Stockholder from pe▇▇▇▇▇▇ng its obligations under this Agreement. Any purported Transfer Notwithstanding anything to the contrary in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5 4(a) hereof shall be null Transferred free and voidclear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 4(a)(iii).

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees his or her Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”"transfer"), any or all of the Voting Shares Securities he or she Beneficially Owns or any interest therein, (i) except as provided in Section 1 7 hereof or (ii) unless each Person to which any Voting Shares of such Securities he or she Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities he or she Beneficially Owns, or deposit any of the Securities he or she Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, his or her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, his or her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, his or her or its obligations under this Agreement. Any purported Transfer transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally and Rollover Investor hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees his or its Affiliates not to, directly or indirectly: (a) except pursuant to in accordance with the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Voting Shares securities he, she or it beneficially owns or has any interest therein, (i) except as provided in Section 1 6 hereof or or, (ii) unless each Person to which any Voting Shares (or any interest in any Voting Shares) of such securities is or may be Transferred Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares securities (or interest in such Voting Sharessecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the securities he or it beneficially owns, or deposit any of the securities he or it beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to any such securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting the Shareholder or Rollover Investor from performing any of his, her his or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder or Rollover Investor hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder or Rollover Investor of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder or Rollover Investor of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 shall be null and void, ab initio.

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally hereby irrevocably and not jointly, except that (a) with respect to each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and unconditionally agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, give, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbranceencumber, assignment or other disposition ofof (by merger, by testamentary disposition, by operation of law, or enter into a loan otherwise) (any of (collectivelythe foregoing, “Transfer”), any or all of the Voting Shares Securities such Shareholder holds of record or beneficially owns or has any interest therein, except (iA) except as provided in Section 1 hereof Transfers to an Affiliate of a Shareholder (that remains an Affiliate of such Shareholder during the term of this Agreement) or (iiB) unless the Transfer of a de minimis number of Securities, in the aggregate, to one or more Persons during the term of this Agreement; provided that each Person to which any Voting Shares (or any interest in any Voting Shares) of such Securities is or may be Transferred Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities such Shareholder holds of record or beneficially owns, or deposit any of the Securities such Shareholder holds of record or beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities, or agree to do any of the foregoing, except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation . (d) For the avoidance of doubt, notwithstanding any other provision of this Section 5 6 to the contrary, the restrictions set forth in Section 6(a) shall be null and voidnot apply to any Transfer of any Securities in accordance with the default provisions under any share pledge agreements, in respect of any such Securities, entered into by a Shareholder prior to the date of this Agreement, provided that no such share pledge agreement shall impair the ability of such shareholder to vote the Securities in accordance with such Shareholder’s obligations pursuant to Section 7.

Transfer and Other Restrictions. Each Voting Shareholder severally Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees his or her Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”), any or all of the Voting Shares Securities he or she Beneficially Owns or any interest therein, (i) except as provided in Section 1 7 hereof or (ii) unless each Person to which any Voting Shares of such Securities he or she Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder the Stockholder from performing any of his, his or her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder Stockholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder the Stockholder of any of his, his or her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder Stockholder of his, his or her or its obligations under this Agreement. Any purported Transfer transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees its affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”), any or all of the Voting Shares Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 1 7 hereof or (ii) unless each Person “person” (as defined in the Merger Agreement as of the date hereof) to which any Voting Shares of such Securities it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder the Stockholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder Stockholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder the Stockholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder Stockholder of his, her or its obligations under this Agreement. Any purported Transfer transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees his or her Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”), any or all of the Voting Shares Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 1 7 hereof or (ii) unless each Person to which any Voting Shares of such Securities it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting Shareholder the Stockholder from performing any of his, his or her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder Stockholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder the Stockholder of any of his, his or her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder Stockholder of his, his or her or its obligations under this Agreement. Any purported Transfer transfer in violation of this Section 5 6 shall be null and void.

Transfer and Other Restrictions. Each Voting Shareholder severally and not jointly, except that (a) with respect to each of J▇▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise), transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Voting Shares or any interest therein, (i) except as provided in Section 1 hereof or (ii) unless each Person to which any Voting Shares (or any interest in any Voting Shares) is or may be Transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares (or interest in such Voting Shares) subject to all of the terms and provisions of this Agreement; or (b) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 5 shall be null and void.

Transfer and Other Restrictions. Each Voting Prior to the termination of this Agreement, each Shareholder severally hereby irrevocably and unconditionally agrees not jointlyto, except that (a) with respect and to cause each of J▇▇▇▇ ▇▇▇▇▇ and South Lead Technology Limitedhis, jointly and severally (only with respect to themselves) and (b) with respect to each of S▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees her or its Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise)sell, transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”), any or all of the Voting Shares Securities he, she or it Beneficially Owns or any interest therein, (i) except as provided in Section 1 7 hereof or (ii) unless each Person to which any Voting Shares of such Securities he, she or it Beneficially Owns (or any interest in any Voting Sharesof such Securities) is or may be Transferred transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares Securities (or interest in such Voting SharesSecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or (bc) take any other action that would prevent or materially impair such Voting the Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company Company, Parent or Merger Sub of its their respective obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. Any purported Transfer transfer in violation of this Section 5 6 shall be null and void.