Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM and PSGP agrees not to, and to cause, (1) in the case of PSCM, each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, 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, “transfer”), any or all of the Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 6 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP from performing any of its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP hereunder untrue or incorrect in any manner that would prevent or materially impair the performance by PSCM or PSGP of any of its obligations under this Agreement.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Stockholder, severally and PSGP not jointly and severally, hereby irrevocably and unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, its controlled Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, encumbrance, assignment or other disposition ofof (including by merger or otherwise by operation of law), 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, “transfer”), any or all of the Securities it Beneficially Owns or any interest therein, except (i) except as provided in Section 6 2(e) hereof or (ii) unless each Person (as defined in the Merger Agreement as transfers of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any of to an Affiliate; provided that such Securities) is or may be transferred Affiliate shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP the Stockholder from performing any of its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Stockholder hereunder untrue or incorrect in any manner that would prevent have the effect of preventing or materially impair impairing the performance by PSCM or PSGP the Stockholder of any of its obligations under this Agreement. Any purported transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Stockholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, his or her Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, 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, “transfer”), any or all of the Securities it he or she Beneficially Owns or any interest therein, (i) except as provided in Section 6 7 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it he or she Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP the Stockholder from performing any of its his or her obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Stockholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP the Stockholder of any of his or her obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of his or her obligations under this Agreement. Any purported transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Stockholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, his or her Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, 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, “transfer”), any or all of the Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 6 7 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP the Stockholder from performing any of its his or her obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Stockholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP the Stockholder of any of his or her obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of his or her obligations under this Agreement. Any purported transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Shareholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholdershis, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, 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, transfer, tender, pledge, 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, 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, “transfer”), ) any or all of the Securities it such Shareholder Beneficially Owns or any interest therein, except (i) except as provided in Section 6 hereof pursuant to the Rollover Agreement or the Merger Agreement, or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) any Transfer to which any an Affiliate of such Securities it Beneficially Owns (or any interest Shareholder, provided that such Affiliate shall have agreed in any of such Securities) is or may writing, in a form reasonably acceptable to Parent and the Company, to be transferred shall have: (A) executed a counterpart of bound by this Agreement and (B) agreed a notice in writing respect of such Transfer shall have been provided to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this AgreementCompany; (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 (c) take any other action that would prevent or materially impair PSCM or PSGP such Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Shareholder hereunder untrue or incorrect in any manner that would prevent or materially impair have the effect of preventing, impeding or interfering with or adversely affecting the performance by PSCM or PSGP such 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 Shareholder of his, her or its obligations under this Agreement. Any purported Transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior Except pursuant to the termination of this Agreement, each of PSCM and PSGP agrees not to, and to cause, (1) in the case of PSCM, each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, not toStockholder shall not, directly or indirectly: , (ai) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, encumbrance, assignment or other disposition Transfer of, or enter into a loan that will not be discharged or repaid prior any of its Subject Shares 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 (collectivelyPerson, “transfer”), any or all of the Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 6 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which enter into any of such Securities it Beneficially Owns (voting arrangement, whether by proxy, voting agreement or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney otherwise, with respect to any of the Securities it Beneficially Ownsits Subject Shares, 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 (ciii) take any other action that would prevent or materially impair PSCM or PSGP from performing any of its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP hereunder such Stockholder contained herein untrue or incorrect or would in any manner that would prevent way restrict, limit or materially impair interfere with the performance by PSCM of such Stockholder’s obligations hereunder or PSGP (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 such Stockholder, (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 AgreementAgreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to Section 4.11.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Shareholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, his or her Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, 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, “transfer”), any or all of the Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 6 7 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP the Shareholder from performing any of its his or her obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Shareholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP the Shareholder of any of his or her obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Shareholder of his or her obligations under this Agreement. Any purported transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Shareholder and PSGP Rollover Investor hereby irrevocably and unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, 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, transfer, tender, pledge, 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, 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 Securities securities he, she or it Beneficially Owns beneficially owns or has any interest therein, (i) except as provided in Section 6 hereof or or, (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any of such Securities) securities is or may be transferred Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities securities (or interest in such Securitiessecurities) 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 securities he or it Beneficially Ownsbeneficially owns, or deposit any of the Securities securities he or it Beneficially Owns beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities securities except as provided in this Agreement; or (c) take any other action that would prevent or materially impair PSCM the Shareholder or PSGP Rollover Investor from performing any of his or its obligations under this Agreement or that would make any representation or warranty of PSCM such Shareholder or PSGP Rollover Investor hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM such Shareholder or PSGP 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 Shareholder or Rollover Investor of his, her or its obligations under this Agreement.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Stockholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, its affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, 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, “transfer”), any or all of the Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 6 7 hereof or (ii) unless each Person “person” (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP the Stockholder from performing any of its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Stockholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP the Stockholder of any of 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 Stockholder of its obligations under this Agreement. Any purported transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Shareholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholdershis, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, her or its Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, 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, “transfer”), any or all of the Securities he, she or it Beneficially Owns or any interest therein, (i) except as provided in Section 6 7 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities he, she or it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP the Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Shareholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP such 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, Parent or Merger Sub of their respective obligations under the Merger Agreement or by any Shareholder of his, her or its obligations under this Agreement. Any purported transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Stockholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, its Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, 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 Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 6 7 hereof or (ii) unless each Person “person” (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any 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 Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP the Stockholder from performing any of its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Stockholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP the Stockholder of any of 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 Stockholder of its obligations under this Agreement. Any purported Transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each of PSCM Shareholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholdershis, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, 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, transfer, tender, pledge, 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, 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, “"transfer”"), any or all of the Securities he, she or it Beneficially Owns or any interest therein, (i) except as provided in Section 6 7 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities he, she or it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 (c) take any other action that would prevent or materially impair PSCM or PSGP such Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Shareholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP such 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, Parent or Merger Sub of their respective obligations under the Merger Agreement or by any Shareholder of his, her or its obligations under this Agreement. Any purported transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, Rifkin and each of PSCM and PSGP agrees not to, and to cause, (1) in the case of PSCM, each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, not Stockholder agree▇ ▇▇▇ to, directly or indirectly: (a) except pursuant to the terms of the Merger AgreementPurchase Agreement or any related agreement thereto, offer for sale, sell, transfer, tender, pledge, 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, 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, “transfer”), "Transfer") of any or all of the Securities it Beneficially Owns or any interest therein, except: (i) except as provided for Transfers of the Securities in Section 6 hereof or the open market; (ii) unless each Person for private block trades of the Securities, provided that under no circumstances may Rifkin or any Stockholder transfe▇ ▇▇▇ Securities pursuant to this Section 4(a)(ii) (A) to any person or group which is the "beneficial owner" (as defined in determined pursuant to Rule 13d-3 under the Merger Agreement as Exchange Act) of 5% or more of the date hereofoutstanding 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 which any of such Securities it Beneficially Owns (or any interest in any of such Securities) is or may be transferred 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 Securities (or interest in such Securities) 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 Ownsattorney, 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 the Securities except as provided in this Agreement; or (c) take any other action that would prevent or materially impair PSCM or PSGP from performing any for the purpose of its obligations under this Agreement or that would make making any representation or warranty of PSCM or PSGP hereunder contained herein untrue or incorrect in or of preventing or disabling Rifkin or any manner that would prevent or materially impair the performance by PSCM or PSGP of any of Stockholder from pe▇▇▇▇▇▇ng its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, any Securities Transferred in a manner permitted by Section 4(a) hereof shall be Transferred free and clear 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. Prior to the termination of this Agreement, each of PSCM Shareholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, his or her Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, 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, 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, “"transfer”"), any or all of the Securities it he or she Beneficially Owns or any interest therein, (i) except as provided in Section 6 7 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it he or she Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) 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 he or she Beneficially Owns, or deposit any of the Securities it 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 (c) take any other action that would prevent or materially impair PSCM or PSGP such Shareholder from performing any of its his or her obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Shareholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP such Shareholder of any of his or her obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Shareholder of his or her obligations under this Agreement. Any purported transfer in violation of this Section 6 shall be null and void.

Transfer and Other Restrictions. Prior Each Voting Shareholder severally and not jointly, except that (a) with respect to the termination of this Agreement, each of PSCM ▇▇▇▇▇ ▇▇▇▇▇ and PSGP agrees not toSouth Lead Technology Limited, jointly and severally (only with respect to cause, themselves) and (1b) in the case of PSCM, with respect to each of the Stockholders▇▇▇▇▇ ▇▇▇▇ and Moral Known Industrial Limited, jointly and severally (2) in the case of PSGPonly with respect to themselves), each of PS covenants and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sellsell (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 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 Securities it Beneficially Owns Voting Shares or any interest therein, (i) except as provided in Section 6 1 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns Voting Shares (or any interest in any of such SecuritiesVoting Shares) is or may be transferred Transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities Voting Shares (or interest in such SecuritiesVoting Shares) 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 (cb) take any other action that would prevent or materially impair PSCM or PSGP such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Voting Shareholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP 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. Prior to the termination of this Agreement, each of PSCM Shareholder and PSGP Rollover Investor hereby irrevocably and unconditionally agrees not to, and to cause, (1) in the case of PSCM, cause each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, 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, transfer, tender, pledge, 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, 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 Securities securities he, she or it Beneficially Owns beneficially owns or has any interest therein, (i) except as provided in Section 6 hereof or or, (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any of such Securities) securities is or may be transferred Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities securities (or interest in such Securitiessecurities) 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 securities he or it Beneficially Ownsbeneficially owns, or deposit any of the Securities securities he or it Beneficially Owns beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities securities except as provided in this Agreement; or (c) take any other action that would prevent or materially impair PSCM the Shareholder or PSGP Rollover Investor from performing any of his or its obligations under this Agreement or that would make any representation or warranty of PSCM such Shareholder or PSGP Rollover Investor hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM such Shareholder or PSGP 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 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. Prior to the termination of this Agreement, each of PSCM Shareholder hereby irrevocably and PSGP unconditionally agrees not to, and to cause, (1) in the case of PSCM, each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, give, pledge, 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, encumbranceencumber, assignment or other disposition ofof (by merger, by testamentary disposition, by operation of law, or enter into a loan that will not be discharged or repaid prior to the record date of otherwise) (any meeting of the holders of the Company Shares at which the adoption of the Merger Agreement is to be considered of (collectivelyforegoing, “transferTransfer”), any or all of the Securities it Beneficially Owns such Shareholder holds of record or beneficially owns or has any interest therein, except (iA) except as provided in Section 6 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 (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any 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 Securities (or interest in such Securities) 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 Ownssuch Shareholder holds of record or beneficially owns, or deposit any of the Securities it Beneficially Owns 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 Securities, or agree to do any of the foregoing, except as provided in this Agreement; or (c) take any other action that would prevent or materially impair PSCM or PSGP such Shareholder from performing any of its obligations under this Agreement or that would make any representation or warranty of PSCM or PSGP such Shareholder hereunder untrue or incorrect in any manner that would prevent or have the effect of preventing or materially impair impairing the performance by PSCM or PSGP such Shareholder of any of its obligations under this Agreement. (d) For the avoidance of doubt, notwithstanding any other provision of this Section 6 to the contrary, the restrictions set forth in Section 6(a) shall not 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.