SHARE PURCHASE AGREEMENT by and among WH Holdings (Cayman Islands) Ltd., Whitney Strategic Partners V, L.P., WH Investments Ltd., Whitney V, L.P., CCG Investments (BVI), L.P., CCG Associates-QP, LLC, CCG Associates-AI, LLC, CCG Investment Fund-AI, LP,...Share Purchase Agreement • November 9th, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
TABLE OF CONTENTS SHARE PURCHASE AGREEMENT W I T N E S S E T H ARTICLE 1 DEFINITIONS ARTICLE 2 PURCHASE AND SALE OF THE PURCHASED SHARES ARTICLE 3 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS TO PURCHASE THE PURCHASED SHARES ARTICLE 4 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY TO ISSUE AND SELL THE PURCHASED SHARES ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS ARTICLE 7 INDEMNIFICATION ARTICLE 8 AFFIRMATIVE COVENANTS EXHIBIT A Registration Rights Agreement (SEE TAB 54) EXHIBIT B Shareholders Agreement EXHIBIT C Institutional Shareholders Agreement (SEE TAB 55) EXHIBIT D COMPLIANCE CERTIFICATE WH HOLDINGS (CAYMAN ISLANDS) LTD. Date: , 20 EXHIBIT E GOLDEN GATE MONITORING AGREEMENT EXHIBIT F WHITNEY MONITORING AGREEMENT Schedule of Purchasers
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT (this "Agreement"), dated as of July 31, 2002, by and among WH HOLDINGS (CAYMAN ISLANDS) LTD. (the "Company"), a Cayman Islands company, WHITNEY V, L.P., a Delaware limited partnership, WHITNEY STRATEGIC PARTNERS V, L.P., a Delaware limited partnership and WH INVESTMENTS LTD., a Cayman Islands company (together, "Whitney V"), and CCG INVESTMENTS (BVI), L.P., a British Virgin Islands limited partnership, CCG ASSOCIATES-QP, LLC, a Delaware limited liability company, CCG ASSOCIATES-AI, LLC, a Delaware limited liability company, CCG INVESTMENT FUND-AI, LP, a Delaware liability partnership, CCG AV, LLC—SERIES C, a Delaware limited liability company and CCG AV, LLC—SERIES E, a Delaware limited liability company (collectively, "Golden Gate Fund" and together with Whitney V, the "Purchasers"), and the other shareholders of the Company who from time to time are signatories to this Agreement (the "Other Shareholders").
