AGREEMENT AND PLAN OF MERGERMerger Agreement • February 18th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 17, 2014, by and among Chindex International, Inc., a Delaware corporation (the “Company”), Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
SUPPORT AGREEMENTSupport Agreement • February 18th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2014, 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”) (solely for the purpose of Sections 9(a), 9(c), 9(d), 9(e), 9(f), 10 and 17), 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”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • February 18th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies
Amendment No. 3, dated as of February 17, 2014 (the “Amendment”), between Chindex International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
