AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • April 21st, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
AMENDED AND RESTATED LIMITED GUARANTEE, dated as of April 18, 2014 (this “Guarantee”), by TPG Asia VI, L.P. a Cayman Islands limited partnership (the “Guarantor”), in favor of Chindex International, Inc., a Delaware corporation (the “Guaranteed Party”). This Guarantee amends and restates the limited guarantee entered into between the Guarantor and the Guaranteed Party on February 17, 2014.
AGREEMENTMerger Agreement • April 21st, 2014 • TPG Asia Advisors VI, Inc. • 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 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This letter agreement (this “Agreement”) amends and restates the letter agreement entered into between TPG Asia VI, L.P., a Cayman Islands limited partnership (the “Fund”), and Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), on February 17, 2014, and sets forth the commitments of the Fund, 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 and into the Company (the “Merger”), with the Company being
WAIVER AGREEMENTWaiver Agreement • April 21st, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This WAIVER AGREEMENT, dated as of April 18, 2014 (this “Agreement”), is by and between Chindex International, Inc., a Delaware corporation (the “Company”), and TPG Global, LLC, a Delaware limited liability company (together with its affiliates, “TPG”).
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.Support Agreement • April 21st, 2014 • TPG Asia Advisors VI, Inc. • Wholesale-medical, dental & hospital equipment & supplies
