EXECUTION VERSION


 


VOTING AGREEMENT


 


VOTING AGREEMENT, dated
as of June 28, 2012 (this “Agreement”), by and between Fushi Copperweld, Inc., a Nevada corporation (the
“Company”), Green Dynasty Limited, a Cayman Islands exempted company (“Parent”)
and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and collectively,
the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them
in the Merger Agreement (as defined below).


 


WITNESSETH:


 


WHEREAS, Parent, Green
Dynasty Acquisition, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”),
Green Dynasty Holdings Limited, a Cayman Islands exempted company (“Holdco”) and the Company are concurrently
herewith entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger
Agreement”), pursuant to which at the effective time under the Merger Agreement (the “Effective Time”),
Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary
of Parent (the “Merger”);


 


WHEREAS, as of the
date hereof, each Stockholder Beneficially Owns the Stockholder Existing Shares (each such term as hereinafter defined); and


 


WHEREAS, as a condition
to the willingness of and material inducement to Parent, Merger Sub, Holdco and the Company to enter into the Merger Agreement
and to consummate the transactions contemplated thereby, including the Merger, each Stockholder has agreed to enter into this Agreement,
pursuant to which such Stockholder is agreeing, among other things, to vote all of the Securities (as hereinafter defined) it Beneficially
Owns in accordance with the terms of this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


Section
1.             Certain Definitions.
For purposes of this Agreement:


 


(a)          “Beneficially
Own” or “Beneficial Ownership” with respect to any securities means having “beneficial
ownership” of such securities as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


 


(b)          “Company
Shares” means the shares of common stock, par value $0.006 per share, of the Company.


 


(c)          “Securities”
means the Stockholder Existing Shares together with any Company Shares and other securities of the Company which the Stockholder
and/or any of its “affiliates” (as defined in the Merger Agreement as of the date hereof) acquires Beneficial Ownership
of after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights,
the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution, split-up,
recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any
capacity or otherwise.


 



    	 



    	 



    

 


(d)          “Stockholder
Existing Shares” means the Company Shares as set forth on Schedule A hereto. In the event of a stock dividend
or distribution, or any change in the Company Shares by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like other than pursuant to the Merger, the term “Stockholder Existing Shares” will be deemed
to refer to and include all such stock dividends and distributions and any shares into which or for which any or all of the Stockholder
Existing Shares may be changed or exchanged as well as the Stockholder Existing Shares that remain.


 


Section
2.             Representations and Warranties
of Stockholder. Each Stockholder, severally and not jointly, hereby represents and warrants to the Company and Parent as follows:


 


(a)          Ownership
of Company Shares. As of the date hereof and at all times prior to the termination of this Agreement, such Stockholder Beneficially
Owns (and will Beneficially Own, unless any Stockholder Existing Shares are transferred pursuant to Section 6(a) hereof)
the Stockholder Existing Shares set forth opposite such Stockholder’s name on Schedule A. Such Stockholder has and
will have at all times through the termination of this Agreement sole voting power, sole power of disposition, sole power to issue
instructions with respect to the matters set forth in Section 7 hereof, and sole power to agree to all of the matters set
forth in this Agreement, in each case with respect to the Stockholder Existing Shares set forth opposite such Stockholder’s
name on Schedule A, with no limitations, qualifications or restrictions on such power, subject to applicable securities
laws and the terms of this Agreement. As of the date hereof, neither such Stockholder nor any of its affiliates Beneficially Owns
any Securities other than the Company Shares set forth opposite such Stockholder’s name on Schedule A. None of the
Stockholder Existing Shares of such Stockholder is the subject of any commitment, undertaking or agreement, contingent or otherwise,
the terms of which relate to or could give rise to the transfer of any Stockholder Existing Shares or would affect in any way the
ability of such Stockholder to perform its, his or her obligations as set out in this Agreement. Such Stockholder has not appointed
or granted any proxy inconsistent with this Agreement with respect to the Securities.


 


(b)          Authority.
Such Stockholder has the requisite power to agree to all of the matters set forth in this Agreement with respect to the Securities
it Beneficially Owns and the full authority to vote, transfer and hold all the Securities it Beneficially Owns, with no limitations,
qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement.


 


(c)          Power;
Binding Agreement. Such Stockholder has the legal capacity and authority to enter into this Agreement and to perform all of
its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes
a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles.


 



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(d)          No
Conflicts. None of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of
any of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof (i) if such Stockholder
is not a natural person, conflicts with or results in any breach of any organizational documents applicable to such Stockholder,
(ii) violates any order, writ, injunction, decree, judgment, law, statute, rule or regulation applicable to such Stockholder or
any of such Stockholder’s properties or assets, (iii) results in or constitutes (with or without notice or lapse of time
or both) any breach of or default under, or result in the creation of any lien or encumbrance or restriction on, such Stockholder
or any of the Securities of such Stockholder, including pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which the Securities
of such Stockholder is bound or (iv) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization,
consent or approval of, any Governmental Entity. There is no beneficiary, trustee or holder of a voting trust certificate or other
interest in such Stockholder whose consent is required for the execution and delivery of this Agreement of the performance by such
Stockholder of the obligations hereunder.


 


(e)          No
Encumbrance. Except as permitted by this Agreement, such Stockholder Existing Shares are now and at all times during the term
hereof will be, and the Securities will be, held by such Stockholder, free and clear of all liens, proxies, powers of attorney,
voting trusts and voting agreements and arrangements (collectively, “liens”), except for any such liens
arising hereunder or under applicable federal and state securities laws and/or liens that are not material to the performance of
any of its obligations under this Agreement by such Stockholder.


 


(f)          No
Litigation. There is no Legal Proceeding outstanding, pending or, to the knowledge of such Stockholder, threatened against
or affecting such Stockholder or the Securities of such Stockholder at law or in equity before or by any Governmental Entity or
any other person that could reasonably be expected to impair the ability of such Stockholder to perform his or its obligations
hereunder on a timely basis.


 


(g)          Opportunity
to Review; Reliance. Such Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel
of its own choosing. Such Stockholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the
Merger Agreement in reliance upon the execution, delivery and performance of this Agreement and such Stockholder’s representations,
warranties and covenants hereunder.


 


Section
3.             Representations and Warranties
of the Company and Parent.


 


(a)          The
Company hereby represents and warrants to Parent and each Stockholder that:


 


(i)          Power;
Binding Agreement. The Company has the corporate power and authority to enter into and perform all of its obligations under
this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles.


 



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(ii)         No
Conflicts. None of the execution and delivery of this Agreement by the Company, the consummation by the Company of any of the
transactions contemplated hereby or compliance by the Company with any of the provisions hereof (i) conflicts with, or results
in any breach of, any provision of the certificate of incorporation or by-laws of the Company, (ii) violates any order, writ, injunction,
decree, judgment, law, statute, rule or regulation applicable to the Company, any of its subsidiaries or any of their respective
properties or assets or (iii) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization,
consent or approval of, any Governmental Entity, except in the case of clauses (ii) and (iii) where such violations or failures
to make or obtain any filing with, or permit, authorization, consent or approval of, any Governmental Entity would not, individually
or in the aggregate, materially impair the ability of the Company to perform this Agreement.


 


(b)          Parent
hereby represents and warrants to the Company and each Stockholder that:


 


(i)          Power;
Binding Agreement. Parent has the corporate power and authority to enter into and perform all of its obligations under this
Agreement. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement
of Parent, enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


 


(ii)         No
Conflicts. None of the execution and delivery of this Agreement by Parent, the consummation by Parent of any of the transactions
contemplated hereby or compliance by Parent with any of the provisions hereof (i) conflicts with, or results in any breach of,
any provision of the certificate of incorporation or by-laws of Parent, (ii) violates any order, writ, injunction, decree, judgment,
law, statute, rule or regulation applicable to Parent, any of its subsidiaries or any of their respective properties or assets
or (iii) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization, consent or approval
of, any Governmental Entity, except in the case of clauses (ii) and (iii) where such violations or failures to make or obtain any
filing with, or permit, authorization, consent or approval of, any Governmental Entity would not, individually or in the aggregate,
materially impair the ability of Parent to perform this Agreement.


 


Section
4.          Disclosure. Unless required
by law or legal process, each Stockholder shall not, and shall cause its affiliates and representatives not to, make any press
release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement
or the transactions contemplated hereby or thereby, without the prior written consent of Parent and the Company. Each Stockholder
(a) consents to and authorizes the publication and disclosure by Parent or the Company of such Stockholder’s identity and
ownership of the Securities and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure
of this Agreement) and any other information, in each case, that Parent or the Company (including the Special Committee) reasonably
determines in its good faith judgment is required to be disclosed by law (including the rules and regulations of the Securities
and Exchange Commission) in any press release, any Current Report on Form 8-K, the Proxy Statement, the Schedule 13E-3 and any
other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in
connection with the Merger Agreement (or the transactions contemplated thereby) and (b) agrees promptly to give to Parent and the
Company any information it may reasonable request for the preparation of any such documents.


 


Section
5.          Additional Securities.
Each Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until this Agreement is terminated
in accordance with its terms, such Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and
the Company of the number of any additional Securities acquired by such Stockholder after the date hereof.


 



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Section
6.          Transfer and Other Restrictions.
Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not to, and to cause
each of 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 of (collectively, “transfer”),
any or all of the Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 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 the Stockholder from performing any of its obligations under this Agreement
or that would make any representation or warranty of such Stockholder hereunder untrue or incorrect or have the effect of preventing
or materially impairing the performance by 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.


 


Section
7.          Voting of the Company Shares.
Each Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing
until termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not
an adjourned or postponed meeting) of the holders of the Company Shares, however called, each Stockholder and each of its affiliates
that acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted
as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities in favor of the approval
of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance
thereof.


 



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Section
8.          Proxy Card. Each Stockholder
hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution),
to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section
7 at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement
thereof, at which any of the matters described in Section 7 is to be considered. Each Stockholder hereby represents that
all proxies, powers of attorney, instructions or other requests given by such Stockholder prior to the execution of this Agreement
in respect of the voting of such Stockholder’s Securities, if any, are not irrevocable and such Stockholder hereby revokes
(or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such
Stockholder’s Securities. Each Stockholder shall take such further action or execute such other instruments as may be necessary
to effectuate the intent of this proxy.


 


Section
9.          Termination. This Agreement
shall terminate on the earliest to occur of: (a) termination of the Merger Agreement in accordance with its terms, (b) delivery
of a written agreement of Parent and, at the direction of the Special Committee, the Company to terminate this Agreement and (c)
the Effective Time; provided, that the provisions set forth in Section 4 and Section 10 shall survive the
termination of this Agreement; provided, further, that any liability incurred by any party hereto as a result of
a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.


 


Section
10.         Miscellaneous.


 


(a)        Entire
Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both
written and oral, among the parties, with respect to the subject matter hereof.


 


(b)        Successors
and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the
other parties hereto. This Agreement shall be binding upon, inure to the benefit of and be enforceable by each party, and each
party’s respective heirs, beneficiaries, executors, representatives, successors and assigns.


 


(c)        Amendment;
Modification and Waiver. This Agreement may not be amended, altered, supplemented or otherwise modified or terminated except
upon the execution and delivery of a written agreement executed by (i) each Stockholder, (ii) the Company, but only upon the approval
of the Special Committee and (iii) Parent.


 


(d)        No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership
or incident of ownership of or with respect to any Securities. All rights, ownership and economic benefits of and relating to the
Securities shall remain vested in and belong to each Stockholder and its respective affiliates, if any.


 


(e)        Interpretation.
When a reference is made in this Agreement to sections or subsections, such reference shall be to a section or subsection of this
Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
The words “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer
to this Agreement as a whole, including any schedules and exhibits hereto, and not to any particular provision of this Agreement.
Any pronoun shall include the corresponding masculine, feminine and neuter forms. References to “party” or “parties”
in this Agreement means each Stockholder, the Company and Parent. References to “US dollar,” “dollars,”
“US$ “ or “$ “ in this Agreement are to the lawful currency of the United States of America.


 



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(f)          Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing (in the English language) and shall
be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile, by registered or certified
mail (postage prepaid, return receipt requested) or by electronic email transmission (so long as a receipt of such e-mail is requested
and received) to the respective parties at the following addresses (or at such other address for a party as shall be specified
by like notice):


 


		(i)	if to a Stockholder to such Stockholder in accordance with
the contact information set forth next to such Stockholder’s name on Schedule A, with a copy to (which shall not constitute
notice):



 


Skadden, Arps, Slate, Meagher &
Flom


30th Floor, China World
Office 2


1 Jianguomenwai Avenue


Beijing 100004, PRC


 


Attention: Michael
V. Gisser, Esq.


Peter X. Huang,
Esq.


E-mail: 
Michael.Gisser@skadden.com


Peter.Huang@skadden.com


Facsimile:
+86 10 6535 5577


 


		(ii)	if to the Company, to:



 


Fushi Copperweld, Inc.


TYG Center Tower B, Suite 2601


Dongsanhuan Bei Lu, Bing 2


Beijing, PRC 100027


 


Attention: Joseph J. Longever


E-mail: jlongever@fushicopperweld.com


Facsimile: +86 10 8447 8292


 


with a copy (which shall not
constitute notice) to each of:


 


Gibson, Dunn & Crutcher LLP


200 Park Avenue


New York, New York 10166


 


Attention: Dennis J. Friedman,
Esq.


Eduardo Gallardo, Esq.


E-mail: DFriedman@gibsondunn.com


EGallardo@gibsondunn.com


Facsimile: +1 212-351-5245


 


and


 



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Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


 


		Attention:	Mitchell S. Nussbaum



		E-mail:	mnussbaum@loeb.com



		Facsimile:	+1 212-504-3013



 


(iii)        if
to Parent, to:


 


c/o Fushi Copperweld,
Inc.


TYG Center Tower B, Suite
2601


Dongsanhuan Bei Lu, Bing
2


Beijing, 100027, PRC


 


Attention: Li Fu


E-mail: cwang@fushicopperweld.com


Facsimile: +86 10 8447
8292


 


with a copy to (which shall not
constitute notice):


 


Weil, Gotshal & Manges


29/F, Alexandra House


18 Chater Road


Central, Hong Kong


 


Attention: Akiko Mikumo, Esq.


E-mail: akiko.mikumo@weil.com


Facsimile: +852 3015-9354


 


and


 


Skadden, Arps, Slate, Meagher &
Flom


30th Floor, China World
Office 2


1 Jianguomenwai Avenue


Beijing 100004, PRC


 


Attention: Michael V. Gisser, Esq.


Peter X. Huang, Esq.


E-mail:   Michael.Gisser@skadden.com


Peter.Huang@skadden.com


Facsimile: +86 10 6535 5577


 


(g)          Severability.
In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application
of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto.
The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.


 



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(h)          Other
Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a
party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party,
and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part
of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence
in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude
other or further exercise thereof or of any other right. The parties hereto agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached
or threatened to be breached. It is accordingly agreed that each party shall be entitled to seek an injunction or injunctions to
prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in the federal
courts of the United States of America located in Nevada, this being in addition to any other remedy to which they are entitled
at law or in equity, without the requirement to post bond or other security.


 


(i)          No
Survival. None of the representations, warranties, covenants and agreements made in this Agreement shall survive the termination
of the Agreement in accordance with its terms, except for the agreements in Section 4 and this Section 10.


 


(j)          No
Third Party Beneficiaries. This Agreement is not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.


 


(k)          Governing
Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated
hereby shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without regard to the
laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Nevada.


 


(l)          Jurisdiction.
Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought
by any such party or its affiliates against any other such party or its affiliates shall be brought and determined in the courts
of the State of Nevada located in Clark County, Nevada or the federal courts of the United States of America located in Nevada.
Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property,
generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the
transactions contemplated hereby. Each of the parties agrees not to commence or maintain any action, suit or proceeding relating
thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment,
decree or award rendered by any such court in Nevada as described herein. Each of the parties further agrees that notice as provided
herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.
Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense,
counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Nevada as described herein for any
reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced
in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution
of judgment or otherwise), and (iii) that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum,
(B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced
in or by such courts.


 



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(m)          Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


(n)          Expenses.
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expenses.


 


(o)          Counterparts.
This Agreement may be executed in one or more counterparts, and by facsimile or .pdf format, all of which shall be considered one
and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other party, it being understood that all parties need not sign the same counterpart; provided, however, that if any Stockholder
fails for any reason to execute, or perform its obligations under, this Agreement, this Agreement shall remain effective as to
all parties executing this Agreement.


 


[Signatures appear on following page.]


 



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IN WITNESS WHEREOF,
the parties hereto have signed or have caused this Agreement to be signed by their respective officers or other authorized persons
thereunto duly authorized as of the date first written above.


 


	 	GREEN DYNASTY LIMITED
	 	 
	 	By:	 /s/ Li Fu
	 	Name:  	Li Fu
	 	Title:	Director
	 	 
	 	FUSHI COPPERWELD, INC.
	 	 
	 	By:	 /s/ Craig H. Studwell
	 	Name:	Craig H. Studwell
	 	Title:	Chief Financial Officer


 


[SIGNATURE PAGE TO VOTING AGREEMENT]


 



    	 



    	 



    

 


	 	STOCKHOLDERS:
	 	 
	 	By:	/s/ Li Fu
	 	Li Fu
	 	 
	 	By:	/s/ Yuyan Zhang
	 	Yuyan Zhang
	 	 
	 	By:	/s/ Xin Liu
	 	Xin Liu
	 	 
	 	Wise Sun Investments Limited
	 	 
	 	By:	/s/ Li Fu
	 	Name:  	Li Fu
	 	Title:	Director
	 	 
	 	ABAX LOTUS LTD.
	 	 
	 	By:	/s/ Xiang Dong Yang
	 	Name:	Xiang Dong Yang
	 	Title:	Director


 


[SIGNATURE PAGE TO VOTING AGREEMENT]


 



    	 



    	 



    

 


Schedule A


 


	Stockholder	 	Company Shares	 
	Li Fu	 	 	1,806,723	 
	 	 	 	 	 
	Yuyan Zhang	 	 	179,925	 
	 	 	 	 	 
	Xin Liu	 	 	1,118,418	 
	 	 	 	 	 
	Wise Sun Investments Limited	 	 	7,930,090	 
	 	 	 	 	 
	Abax Lotus Ltd.	 	 	205,050