AGREEMENT AND PLAN OF MERGER by and among TAHOE INVESTMENT GROUP CO., LTD. THAIHOT INVESTMENT COMPANY LIMITED THAIHOT INVESTMENT COMPANY US LIMITED ALLIANCE HEALTHCARE SERVICES MERGER SUB LIMITED and ALLIANCE HEALTHCARE SERVICES, INC.Agreement and Plan of Merger • April 11th, 2017 • Alliance HealthCare Services, Inc • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2017 (this “Agreement”), by and among Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), Tahoe Investment Group Co., Ltd., an entity organized under the laws of the People’s Republic of China (“Tahoe”), THAIHOT Investment Company Limited, an exempted company incorporated under the laws of the Cayman Islands and indirect wholly-owned subsidiary of Tahoe (“THAIHOT”), THAIHOT Investment Company US Limited, a Delaware corporation and indirect wholly-owned subsidiary of Tahoe (“Parent”), and Alliance Healthcare Services Merger Sub Limited, a Delaware corporation and wholly-owned subsidiary of Parent (“Sub” and, together with Tahoe, THAIHOT and Parent, the “Purchaser Parties”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1 hereof.
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • April 11th, 2017 • Alliance HealthCare Services, Inc • Services-medical laboratories • Delaware
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 10, 2017, by and among THAIHOT Investment Company US Limited, a Delaware corporation (“Parent”), Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”), and Tahoe Investment Group Co., Ltd., an entity organized under the laws of the People’s Republic of China (“Tahoe”), Qisen Huang, an individual and Chairman of the Board (“Chairman Huang”) and THAIHOT Investment Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco” and together with Tahoe and Chairman Huang, the “Stockholders” and each a “Stockholder”).
