DRAG-ALONG AGREEMENTDrag-Along Agreement • August 11th, 2011 • Warburg Pincus Private Equity IX, L.P. • Dairy products • New York
This DRAG-ALONG AGREEMENT (this “Agreement”) is made as of August 10, 2011, by and between Beams Power Investment Limited, a company with limited liability registered under the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (“Beams Power”), and Warburg Pincus Private Equity IX, L.P. (together with its Affiliates (as defined below) and assigns, “Warburg”).
AMENDMENT NO. 1 TO SHARE PLEDGE AGREEMENTShare Pledge Agreement • August 11th, 2011 • Warburg Pincus Private Equity IX, L.P. • Dairy products • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to the Share Pledge Agreement dated as of April 23, 2008 (the “Share Pledge Agreement”) by and among Beams Power Investment Limited, a company with limited liability registered under the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the “Pledgor”), Warburg Pincus Private Equity IX, L.P. (the “Secured Party”), and Warburg Pincus Private Equity IX, L.P. in its capacity as collateral agent (with its successors in such capacity, the “Collateral Agent”), is made and entered into as of December 4, 2008 by and among each of the undersigned parties hereto.
AMENDMENT NO. 2 TO SHARE PLEDGE AGREEMENTShare Pledge Agreement • August 11th, 2011 • Warburg Pincus Private Equity IX, L.P. • Dairy products • New York
FORBEARANCE AGREEMENTForbearance Agreement • August 11th, 2011 • Warburg Pincus Private Equity IX, L.P. • Dairy products • New York
For value received, the undersigned, Beams Power Investment Limited, an International Business Companies Act company re-registered as a BVI business company under the laws of the British Virgin Islands, hereby sells, assigns, transfers and delivers unto an aggregate of ( ) shares of the Stock, par value, of Synutra International, Inc., a Delaware corporation (the “Company”), standing in the name of the undersigned on the books of the Company represented by Certificate No(s). herewith, and does hereby irrevocably constitute and appoint as its attorney to transfer such stock on the-books of the Company and to take all necessary and appropriate action to effect any such transfer, with full power of substitution in the premises.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2011 • Warburg Pincus Private Equity IX, L.P. • Dairy products • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to the Registration Rights Agreement dated as of April 23, 2008 (the “Registration Rights Agreement”) by and among Synutra International, Inc., a Delaware corporation (the “Company”), Beams Power Investment Limited, a company with limited liability registered under the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the “Issuer”), and Warburg Pincus Private Equity IX, L.P. (including its successors, permitted assigns and transferees, the “Buyer”), is made and entered into as of August 10, 2011 by and among each of the undersigned parties hereto.
