AMENDMENT NO. 1 OF FIRST AMENDED AND RESTATED SUPPORT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1
OF FIRST AMENDED AND RESTATED SUPPORT AGREEMENT
This AMENDMENT NO. 1 OF FIRST AMENDED AND RESTATED SUPPORT AGREEMENT (“Amendment No. 1”), dated as of September 29, 2014, is made and entered into by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), TPG Asia VI, L.P., a Cayman Islands limited partnership (the “Sponsor”), and the stockholders of Chindex International, Inc., a Delaware corporation (the “Company”), listed on Schedule A-1 hereto (each, together with his, her or its heirs, beneficiaries, executors, successors and permitted assigns, a “Stockholder” and, collectively the “Stockholders”, and together with Parent and Sponsor, the “Parties”).
WHEREAS, on February 17, 2014, Parent, Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company entered into an Agreement and Plan of Merger, which was subsequently amended and restated on April 18, 2014 (as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”) with the Company continuing as the surviving corporation of the Merger;
WHEREAS, as a condition and inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, each Stockholder (in his, her or its capacity as such) and the Sponsor entered into a Support Agreement on February 17, 2014 (the “Original Support Agreement”);
WHEREAS, the Parties amended and restated the Original Support Agreement on August 6, 2014 (as amended and restated, the “Amended and Restated Support Agreement”);
WHEREAS, each Party to the Amended and Restated Support Agreement desires to amend the Amended and Restated Support Agreement to replace Schedule A-1 and Schedule A-2 to the Amended and Restated Support Agreement with Schedule A-1 and Schedule A-2 hereto, such that each Rollover Stockholder shall contribute the number of Shares set forth on Schedule A-2 hereto in exchange for the number of newly issued Parent Interests set forth opposite such Rollover Stockholder’s name on Schedule A-2 hereto; and
NOW, THEREFORE, the Parties agree to amend the Amended and Restated Support Agreement as follows:
1. | Definitions |
Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the respective meanings ascribed to them under the Amended and Restated Support Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Amended and Restated Support Agreement shall, from and after the execution of Amendment No. 1, refer to the Amended and Restated Support Agreement as amended by Amendment No. 1. Notwithstanding the foregoing, references to the date of the Amended and
Restated Support Agreement, as amended hereby, shall in all instances continue to refer to August 6, 2014, and references to “the date hereof” and “the date of this Agreement” shall continue to refer to August 6, 2014.
2. | Amendments to Amended and Restated Support Agreement |
2.1 | Amendment to Schedule A-1 |
Schedule A-1 of the Amended and Restated Support Agreement is hereby replaced by Schedule A-1 attached hereto.
2.2 | Amendment to Schedule A-2 |
Schedule A-2 of the Amended and Restated Support Agreement is hereby replaced by Schedule A-2 attached hereto.
3. | Miscellaneous |
3.1 | No Further Amendment |
The Parties agree that, except as amended by Section 2 of Amendment No. 1, the Amended and Restated Support Agreement shall remain in full force and effect and constitute legal and binding obligations of the Parties. Amendment No. 1 forms an integral and inseparable part of the Amended and Restated Support Agreement.
3.2 | Other Miscellaneous Terms |
The provisions of Section 17 (Miscellaneous) of the Amended and Restated Support Agreement shall apply mutatis mutandis to Amendment No. 1, and to the Amended and Restated Support Agreement as modified by Amendment No. 1, taken together as a single agreement, reflecting the terms therein as modified by Amendment No. 1.
[SIGNATURE PAGE FOLLOWS]
2 |
IN WITNESS WHEREOF, Amendment No. 1 has been duly executed and delivered by the duly authorized representatives of the Parties (as applicable) as of the date first written above.
HEALTHY HARMONY HOLDINGS, L.P. | ||
By: Healthy Harmony GP, Inc., its general partner | ||
By: | /s/ Xxxxxx Xxxx | |
Name: Xxxxxx Cami | ||
Title: Vice President | ||
TPG ASIA VI, L.P. | ||
By: TPG Asia GenPar VI, L.P., its general partner | ||
By: TPG Asia GenPar VI Advisors, Inc., its general partner | ||
By: | /s/ Xxxxxx Xxxx | |
Name: Xxxxxx Cami | ||
Title: Vice President |
[Signature Page to Amendment No. 1 to Amended and Restated Support Agreement]
STOCKHOLDERS | ||
Xxxxxxx Xxxxxx | ||
By: | /s/ Xxxxxxx Xxxxxx |
Xxxxx Xxxxxxxxxx | ||
By: | /s/ Xxxxx Xxxxxxxxxx |
Xxxxxxxx Xxxxxx | ||
By: | /s/ Xxxxxxxx Xxxxxx |
STOCKHOLDERS
Xxxxxxx Xxxxxx, as trustee of the Xxxxxxxx Xxxxxx Xxxxxxx Trust
By: | /s/ Xxxxxxx Xxxxxx |
Xxxxxxx Xxxxxx, as trustee of the Xxxxxx Xxxxxx Xxxxxxx Trust
By: | /s/ Xxxxxxx Xxxxxx |
Xxxxxxx Xxxxxx, as trustee of the Xxxxxxxx Xxxxxx Xxxxxxx Trust
By: | /s/ Xxxxxxx Xxxxxx |
Xxxxxxx Xxxxxx, as trustee of the Ariel Xxxxxxxx Xxx Trust
By: | /s/ Xxxxxxx Xxxxxx |
[Signature Page to Amendment No. 1 to Amended and Restated Support Agreement]
FOSUN INDUSTRIAL CO., LIMITED | ||
By: | /s/ Xxxx Xxxx | |
Name: Xxxx Xxxx | ||
Title: Chairman of the Board of Directors | ||
[Signature Page to Amendment No. 1 to Amended and Restated Support Agreement]
SCHEDULE A-1
As of August 25, 2014
Stockholder | Address/Facsimile | Residence | Common Stock Owned |
Class B Common Stock Owned | ||||
Xxxxxxx Xxxxxx | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
USA | 239,671 | 570,000 | ||||
Xxxxxxxx Xxxxxx Xxxxxxx Trust | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
USA | 10,800 | 0 | ||||
Xxxxxx Xxxxxx Xxxxxxx Trust | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
USA | 0 | 30,000 | ||||
Xxxxxxxx Xxxxxx Xxxxxxx Trust | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
USA | 0 | 30,000 |
Stockholder | Address/Facsimile | Residence | Common Stock Owned |
Class B Common Stock Owned | ||||
Ariel Xxxxxxxx Xxx Trust | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
USA | 0 | 30,000 | ||||
Xxxxx Xxxxxxxxxx | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
USA | 225,106 | 390,750 | ||||
Xxxxxxxx Xxxxxx | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
USA | 83,956 | 111,750 | ||||
Significant Stockholder |
Xxxx Xxxx, Shanghai Fosun Pharmaceutical Group Co., Ltd.
9th Floor, Xx.0 Xxxx Xxxxxx Xxxx, Xxxxxxxx 000000, XXX |
Xxxx Xxxx | 3,157,163 | 0 |
Stockholder | Address/Facsimile | Residence | Common Stock Owned |
Class B Common Stock Owned | ||||
Tel: x00 00 00000000*8185/00000000
Fax: x00 00 00000000 |
Schedule A-2
Stockholder | Address/Facsimile | Rollover Shares | Parent Interests | |||
Xxxxxxx Xxxxxx | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
615,892 | 615,892 | |||
Xxxxxxxx Xxxxxx Xxxxxxx Trust | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
10,800 | 10,800 | |||
Xxxxxx Xxxxxx Xxxxxxx Trust | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
30,000 | 30,000 | |||
Xxxxxxxx Xxxxxx Xxxxxxx Trust | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
30,000 | 30,000 |
Ariel Xxxxxxxx Xxx Trust | c/o Chindex International, Inc. 0000 Xxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Chief Executive Officer and Corporate Secretary Facsimile No.: 000-000-0000 |
30,000 | 30,000 | |||
Significant Stockholder |
Xxxx Xxxx, Shanghai Fosun Pharmaceutical Group Co., Ltd.
0xx Xxxxx, Xx.0 Xxxx Xxxxxx Xxxx, Xxxxxxxx 200010, PRC
Tel: x00 00 00000000*8185/00000000
Fax: x00 00 00000000 |
0,157,163 | 3,157,163 |