EQUITY COMMITMENT LETTEREquity Commitment Letter • August 6th, 2021 • New Frontier Public Holding Ltd. • Services-hospitals • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), Unicorn II Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Compa
LIMITED GUARANTEELimited Guarantee • August 6th, 2021 • New Frontier Public Holding Ltd. • Services-hospitals • New York
This LIMITED GUARANTEE (this “Limited Guarantee”), dated as of August 4, 2021, is made by [Guarantor 1], [Guarantor 2] and [Guarantor 3] (each a “Guarantor,” and collectively, the “Guarantors”) in favor of New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.
AGREEMENT AND PLAN OF MERGER by and among UNICORN II HOLDINGS LIMITED UNICORN II PARENT LIMITED UNICORN II MERGER SUB LIMITED and NEW FRONTIER HEALTH CORPORATION Dated as of August 4, 2021Merger Agreement • August 6th, 2021 • New Frontier Public Holding Ltd. • Services-hospitals • New York
This AGREEMENT AND PLAN OF MERGER (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated as of August 4, 2021, is entered into by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), Unicorn II Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned Subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub” and, together with HoldCo and Parent, each a “Parent Party” and collectively the “Parent Parties”), and New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”). The Parent Parties and the Company are each sometimes referred to her
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • August 6th, 2021 • New Frontier Public Holding Ltd. • Services-hospitals • New York
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of August 4, 2021, by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), Unicorn II Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), New Frontier Public Holding Ltd., (the “Sponsor”) and each of the Persons set forth in Schedule I hereto (together with the Sponsor, the “Investors” and, together with HoldCo, Parent and Merger Sub and other parties that join this Agreement by executing a joinder in substantially the form of Exhibit B attached hereto, the “Parties”). Capitalized terms used herein but not defined shall have the meanings given to them
SUPPORT AGREEMENTSupport Agreement • August 6th, 2021 • New Frontier Public Holding Ltd. • Services-hospitals • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2021 by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”) and certain shareholders of New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Dear Sirs, Project Unicorn II – Commitment LetterCommitment Letter • August 6th, 2021 • New Frontier Public Holding Ltd. • Services-hospitals
We, China Merchants Bank Shanghai Branch (the Original Arranger) and China Merchants Bank Shanghai Branch (the Original Underwriter, and together with the Original Arranger, we or us) are pleased to set out in this letter the terms and conditions on which the Original Arranger is willing to arrange, and the Original Underwriter is willing to underwrite and fund, the Facility (as described in the form of the senior secured Facility Agreement attached hereto as Schedule 1) (the Agreed Form Facility Agreement) in full.
JOINT FILING AGREEMENTJoint Filing Agreement • August 6th, 2021 • New Frontier Public Holding Ltd. • Services-hospitals
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of New Frontier Health Corporation, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe
