LIMITED GUARANTEELimited Guarantee • April 5th, 2018 • Top Fortune Win Ltd. • Services-offices & clinics of doctors of medicine • New York
LIMITED GUARANTEE, dated as of March 26, 2018 (this “Limited Guarantee”), by Top Fortune Win Ltd. (the “Guarantor”) in favor of iKang Healthcare Group, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • April 5th, 2018 • Top Fortune Win Ltd. • Services-offices & clinics of doctors of medicine • New York
This Interim Investors Agreement (this “Agreement”) is made as of March 26, 2018 by and among Yunfeng Fund III, L.P. and Yunfeng Fund III Parallel Fund, L.P. (collectively “YFC”), each an exempted limited partnership established under the laws of the Cayman Islands, Taobao China Holding Limited, a company incorporated under the laws of Hong Kong (“Alibaba”, together with YFC, each, a “Lead Investor” and together, the “Lead Investors”), each Shareholder of the Company (each, a “Rollover Shareholder”) listed in the first column of Schedule A to this Agreement, each beneficial owner of the applicable Rollover Shareholder set out opposite such Rollover Shareholder’s name in the second column of Schedule A to this Agreement (each, a “Beneficial Owner”), IK Healthcare Holdings Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“HoldCo” or “Holdco”), IK Healthcare Investment Limited, an exempt company with limited liability incorporated under
SUPPORT AGREEMENTSupport Agreement • April 5th, 2018 • Top Fortune Win Ltd. • Services-offices & clinics of doctors of medicine • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 26, 2018 by and among (1) IK Healthcare Holdings Limited, a Cayman Islands exempted company (“Holdco”), (2) IK Healthcare Investment Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), (3) those shareholders of iKang Healthcare Group, Inc., a Cayman Islands exempted company (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”), and (4) those beneficial owners of the Company listed on Schedule B hereto (each, a “Beneficial Owner” and collectively, the “Beneficial Owners”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • April 5th, 2018 • Top Fortune Win Ltd. • Services-offices & clinics of doctors of medicine
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
