Deed of Adherence
Exhibit 4
Execution Version
This Deed of Adherence (this “Deed”) is entered into on September 16, 2020
BY: Xx. Xxxxxx Xxxx (“Xx. Xxxx”), a citizen of the United States of America
RECITALS:
(A) On September 18, 2019, that certain consortium agreement (as amended by amendment no. 1 thereto (the “Amendment No. 1”) dated as of January 23, 2020, the “Consortium
Agreement”) was entered into by and among the parties listed on Annex A to this Deed (as supplemented by the Amendment No. 1, the “Existing Parties”), pursuant to which the Existing Parties proposed to, among other things,
undertake the Transaction (as defined in the Consortium Agreement).
(B) Xx. Xxxx will be admitted to the Buyer Consortium (as defined in the Consortium Agreement) as “Additional Party” and will be designated as “Initial Consortium Member” pursuant to
Section 1.4 of the Consortium Agreement.
(C) Xx. Xxxx now wishes to participate in the Transaction contemplated under the Consortium Agreement as a member of the Buyer Consortium by executing this Deed, and to be bound by the
terms of the Consortium Agreement as an Initial Consortium Member thereto.
THIS DEED WITNESSES as follows:
1. Defined Terms And Construction
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Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.
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This Deed shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.
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2. Undertakings
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Assumption of obligations
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Xx. Xxxx undertakes to each other Party to the Consortium Agreement that he will, with effect from the date hereof, perform and comply with each of the obligations of an Initial Consortium Member
as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof and the Existing Parties agree that where there is a reference to a “Initial Consortium Member” it shall be deemed to include a reference
to Xx. Xxxx and with effect from the date hereof, all the rights of an Initial Consortium Member provided under the Consortium Agreement will be accorded to Xx. Xxxx as if he had been an Initial Consortium Member under the Consortium Agreement at
the date of execution thereof. The number of Rollover Securities of Xx. Xxxx and/or the amount of Cash Contribution proposed to be made by Xx. Xxxx and the Contemplated Ownership Percentage of Xx. Xxxx are set forth in Schedule A hereto.
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Xx. Xxxx represents and warrants to each of the other Parties as follows:
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Due Authorization
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He has full power and authority to execute and deliver this Deed, and to perform his obligations hereunder.
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Legal, Valid and Binding Obligation
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This Deed has been duly executed and delivered by Xx. Xxxx and constitutes the legal, valid and binding obligation of Xx. Xxxx, enforceable against him in accordance with the terms hereof (subject
to applicable bankruptcy, insolvency, fraudulent transfer, moratorium and other Laws affecting creditors’ rights generally and general principles of equity).
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Ownership
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As of the date of this Deed, (i) Xx. Xxxx is the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in Schedule B hereto, free and
clear of any Liens, other than any Liens pursuant to this Deed, or arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Deed,
subject to the last sentence of this Section 3(a)(4), Xx. Xxxx’x Company Securities listed in Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible,
exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated on Schedule B hereto, Xx. Xxxx is and will be the sole record holder and Beneficial Owner of the
Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Deed and the Consortium Agreement with respect to the Covered Securities. Xx. Xxxx
has not taken any action described in Section 4.7 of the Consortium Agreement.
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Reliance
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Xx. Xxxx acknowledges that the Existing Parties have consented to the admission of him to the Buyer Consortium on the basis of and in reliance upon (among other things) the representations and
warranties in Sections 3(a)(1) to 3(a)(3) above, and the Existing Parties’ consent was induced by such representations and warranties.
4. Miscellaneous
Article VIII (Notices), Section 7.2 (Confidentiality) and Section 10.8 (Governing Law and Venue) of the Consortium Agreement shall apply mutatis mutandis
to this Deed.
[Signature page follows.]
IN WITNESS WHEREOF, Xx. Xxxx has executed this Deed as a deed and delivered this Deed as of the day and year first above written.
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EXECUTED AS A DEED BY
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XXXXXX XXXX
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| /s/ Xxxxxx Xxxx |
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in the presence of
| Signature: | /s/ Xxxx Xxx |
Name: Xxxx Xxx
Occupation: Secretary of CPBO CEO
Address: 18th Floor, Jialong International Building, 00 Xxxxxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx 000000, Xxxxx
Notice details:
Address: 18F, Jialong International Tower, Xx. 00 Xxxxxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, 000000, Xxxxx
Attention: Xxxxxx Xxxx
Annex A
Existing Parties
Beachhead Holdings Limited
Double Double Holdings Limited
Point Forward Holdings Limited
PW Medtech Group Limited (普华和顺集团公司)
Parfield International Ltd.
CITIC Capital China Partners IV, L.P.
HH Sum-XXII Holdings Limited
V-Sciences Investments Pte. Ltd
Schedule A
Contributions to Holdco and Contemplated Ownership Percentage
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Party
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Rollover Securities
Beneficially Owned
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Cash Contribution
(US$)
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Contemplated Ownership
Percentage
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Xx. Xxxx
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469,109 Ordinary Shares (to be contributed by Xx. Xxxx directly or indirectly to Holdco), including:
• 111,509 Ordinary Shares
• 357,600 Ordinary Shares issuable upon vesting and conversion of Company restricted share units1
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1.75%
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1
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Note: Subject to any acceleration in connection with the Closing, none of such Company restricted share units will become vested within 60 days from the date hereof. This rollover amount assumes a full
acceleration of all the Company’s equity awards (with 596,000 Ordinary Shares underlying all such awards in the aggregate) held by Xx. Xxxx in the Transaction. If any portion of such awards will not be accelerated, the number of Rollover
Securities Beneficially Owned by Xx. Xxxx will be increased by an amount equal to 40% of the non-accelerated portion of such awards.
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Schedule B
Beneficial Ownership of Company Securities
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Party
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Ordinary Shares
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Other Company Securities (including
Company Options, Company Restricted
Shares and Company restricted share units)
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Xx. Xxxx
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111,509 Ordinary Shares
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596,000 Ordinary Shares issuable upon vesting and conversion of Company restricted share units2
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2
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Note: Subject to any acceleration in connection with the Closing, none of such Company restricted share units will become vested within 60 days from the date hereof.
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