AGREEMENTMerger Agreement • April 21st, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies • Hong Kong
This Agreement (the “Agreement”) is entered into as of April 18, 2014, by and among TPG Asia VI, L.P. (“Sponsor”), Healthy Harmony Holdings, L.P. (“Parent”) and Fosun Industrial Co., Limited (“Significant Stockholder”, and together with Parent and Sponsor, the “parties”).
April 18, 2014Letter Agreement • April 21st, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This letter agreement (this “Agreement”) amends and restates the letter agreement entered into between Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (“Significant Stockholder”), and Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), on February 17, 2014, and sets forth the commitments of Significant Stockholder, subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain limited partnership interests of Parent. It is contemplated that, pursuant to that certain Amended and Restated Agreement and Plan of Merger (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Chindex International, Inc., a Delaware corporation (the “Company”), Parent and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with an
Fosun Industrial Co., Limited c/o Shanghai Fosun Pharmaceutical Group Co., Ltd. 9th Floor, No.2 East Fuxing Road, Shanghai 200010, PRC Attention: Qiao Yang Roberta Lipson c/o Chindex International, Inc. 4340 East West Highway Bethesda, MD 20814...Support Agreement • April 21st, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to the Support Agreement (as may be amended, supplemented and restated from time to time, the “Support Agreement”), dated as of February 17, 2014, by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), TPG Asia VI, L.P. (“Sponsor”) and the existing shareholders of Chindex International, Inc., a Delaware corporation (the “Company”), named therein. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Support Agreement.
WAIVER AGREEMENTWaiver Agreement • April 21st, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies
This WAIVER AGREEMENT, dated as of April 18, 2014 (this “Agreement”), is by and among Chindex International, Inc., a Delaware corporation (the “Company”), Fosun Industrial Co., Limited, a Hong Kong corporation (the “Investor”), and Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a Chinese corporation (the “Warrantor”).
TERMINATION AGREEMENT TO THE LIMITED GUARANTEETermination Agreement • April 21st, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies
This Termination Agreement (the “Termination Agreement”), dated as of April 18, 2014, is entered by and between Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (the “Guarantor”), and Chindex International, Inc., a Delaware corporation (the “Guaranteed Party”). The Guarantor and the Guaranteed Party are collectively referred to as the “Parties” or individually as a “Party” as the context may require.
