REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 27, 2018, is made and entered into by and among New Frontier Corporation, a Cayman Islands exempted company (the “Company”), New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
25,000,000 Units New Frontier Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and
New Frontier Corporation 23rd Floor, 299QRC Hong KongNew Frontier Corp • June 4th, 2018 • Blank checks • Hong Kong
This agreement (the “Agreement”) is entered into on April 19, 2018 by and between New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Subscriber” or “you”), and New Frontier Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”) and up to 5,000,000 of which are subject to forfeiture by you if the total forward purchase of securities (the “Forward Purchase”) by our anchor investors is less than $200,000,000. The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 27, 2018, by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Edward Leong Che-hung (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 27, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Sponsor” or the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 27, 2018, is by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2018 • New Frontier Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [___], 2018 by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 27, 2018 by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EQUITY COMMITMENT LETTERNew Frontier Health Corp • October 5th, 2021 • 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 • October 5th, 2021 • New Frontier Health Corp • Services-hospitals • New York
This LIMITED GUARANTEE (this “Limited Guarantee”), dated as of August 4, 2021, is made by Aspex Master Fund (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.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 20th, 2018 • New Frontier Corp • Blank checks • Hong Kong
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 4, 2018, between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
New Frontier Corporation 23rd Floor, 299 QRC Hong Kong Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 20th, 2018 • New Frontier Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and UBS Securities LLC as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 26,450,000 of the Company’s units (including up to 3,450,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
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, 2021Agreement and Plan of Merger • August 4th, 2021 • New Frontier Health Corp • 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
ROLLOVER AGREEMENTRollover Agreement • December 2nd, 2021 • New Frontier Health Corp • Services-hospitals • New York
This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2021 by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), HMJ Holdings III Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Rollover Vehicle”), 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).
NEW FRONTIER CORPORATION 23rd Floor, 299 QRC Hong Kong June 27, 2018Letter Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks • Hong Kong
This letter agreement (this “Agreement”) by and between New Frontier Corporation (the “Company”) and New Frontier Capital II Ltd. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FOSUN ROLLOVER AGREEMENTFosun Rollover Agreement • July 30th, 2019 • New Frontier Corp • Blank checks • Hong Kong
This FOSUN ROLLOVER AGREEMENT, dated as of July 30, 2019 (as may be amended, supplemented, modified and varied from time to time in accordance with the terms herein, this “Agreement”), is made and entered into by and among:
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • December 26th, 2019 • New Frontier Health Corp • Blank checks
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of December 18, 2019 (the “Effective Time”), by and among New Frontier Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), New Frontier Public Holding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Sponsor”) and Fosun Industrial Co., Limited, a company incorporated in Hong Kong (the “Shareholder”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Transaction Agreement (as defined below).
MANAGEMENT ROLLOVER AGREEMENTManagement Rollover Agreement • October 5th, 2021 • New Frontier Health Corp • Services-hospitals • New York
This MANAGEMENT ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2021 by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), HMJ Holdings II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Management Vehicle”), 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).
EQUITY COMMITMENT LETTERNew Frontier Health Corp • October 5th, 2021 • 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2019 • New Frontier Health Corp • Blank checks • New York
This Registration Rights Agreement, dated as of December 17, 2019 (this “Agreement”), is made and entered into by and among New Frontier Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“NFC”), and the Founder Parties (as such term is defined in the Transaction Agreement among NFC, certain of its Subsidiaries, Healthy Harmony Holdings, L.P., such Founder Parties and certain other parties (the “Transaction Agreement”)). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement.
TRANSACTION AGREEMENT by and among NEW FRONTIER CORPORATION, NF UNICORN ACQUISITION L.P., HEALTHY HARMONY HOLDINGS, L.P., HEALTHY HARMONY GP, INC. and THE SELLERS NAMED HEREIN Dated as of July 30, 2019Transaction Agreement • July 30th, 2019 • New Frontier Corp • Blank checks • Hong Kong
This TRANSACTION AGREEMENT, dated as of July 30, 2019 (as may be amended, supplemented, modified and varied from time to time in accordance with the terms herein, this “Agreement”), is made and entered into by and among:
Dear Sirs, Project Unicorn – Commitment LetterIntercreditor Agreement • July 30th, 2019 • New Frontier Corp • Blank checks
We, Shanghai Pudong Development Bank Putuo Sub-Branch (the Original Arranger) and Shanghai Pudong Development Bank Putuo Sub-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 and the Original Underwriter are willing to arrange, underwrite and fund, in proportion specified next to our names in paragraph 2 (Underwriting commitments) below, the Facility.
SUPPORT AGREEMENTSupport Agreement • July 30th, 2019 • New Frontier Corp • Blank checks • Hong Kong
This SUPPORT AGREEMENT, dated as of [●], 2019 (as may be amended, supplemented, modified and varied from time to time in accordance with the terms herein, the “Agreement”), is made and entered into by and among:
FOUNDER REINVESTMENT AGREEMENTFounder Reinvestment Agreement • July 30th, 2019 • New Frontier Corp • Blank checks • Hong Kong
This FOUNDER REINVESTMENT AGREEMENT, dated as of July 30, 2019 (as may be amended, supplemented, modified and varied from time to time in accordance with the terms herein, this “Agreement”), is made and entered into by and among:
EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2019 • New Frontier Health Corp • Blank checks
WHEREAS, in connection with the transaction contemplated by the Transaction Agreement, dated as of July 30, 2019, by and among the Company, NF Unicorn Acquisition Limited, Healthy Harmony Holdings, L.P., Healthy Harmony GP, Inc., and certain individual persons, (the “Transaction Agreement”), the Company and Employee desire to enter into this Employment Agreement in accordance with the terms set forth herein.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 30th, 2019 • New Frontier Corp • Blank checks
This Subscription Agreement (this “Subscription Agreement”), dated as of [●], 2019 is made and entered into by and between New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and the investor named on the signature page hereof (“Investor”). Capitalized terms used but not otherwise defined in this Subscription Agreement have the respective meanings given to them in the Transaction Agreement (as defined below).
AMENDMENT TO FOUNDER REINVESTMENT AGREEMENTFounder Reinvestment Agreement • December 26th, 2019 • New Frontier Health Corp • Blank checks
This AMENDMENT TO FOUNDER REINVESTMENT AGREEMENT, dated as of December 17, 2019 (this “Amendment Agreement”) is made and entered into by and among:
LIMITED GUARANTEELimited Guarantee • October 5th, 2021 • New Frontier Health Corp • Services-hospitals • New York
This LIMITED GUARANTEE (this “Limited Guarantee”), dated as of August 4, 2021, is made by the guarantors in column “Guarantor” of Schedule A hereto (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.
New Frontier Corporation 23rd Floor, 299 QRC Hong Kong Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 3rd, 2018 • New Frontier Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among New Frontier Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and UBS Securities LLC as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
AGREEMENTAgreement • July 30th, 2019 • New Frontier Corp • Blank checks
This AGREEMENT, dated as of July 30, 2019 (as may be amended, supplemented, modified and varied from time to time in accordance with the terms herein, this “Agreement”), is made and entered into by and among:
DEED OF WAIVER TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 22nd, 2018 • New Frontier Corp • Blank checks • Hong Kong
Reference is hereby made to those certain Forward Purchase Agreements (the “Agreements”), effective as of June 4, 2018, by and among New Frontier Corporation, a Cayman Islands exempted company (the “Company”), New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Sponsor”), and the purchasers identified therein (the “Purchasers”). Capitalized terms used but not otherwise defined in this waiver shall have the meanings ascribed to such terms in the Agreements.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2019 • New Frontier Health Corp • Blank checks • New York
This Registration Rights Agreement, dated as of December 17, 2019 (this “Agreement”), is made and entered into by and among New Frontier Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“NFC”), and the Founder Parties (as such term is defined in the Transaction Agreement among NFC, certain of its Subsidiaries, Healthy Harmony Holdings, L.P., such Founder Parties and certain other parties (the “Transaction Agreement”)). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement.
FACILITIES AGREEMENTIntercreditor Agreement • December 26th, 2019 • New Frontier Health Corp • Blank checks • England
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • January 7th, 2022 • New Frontier Health Corp • Services-hospitals • New York
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”) is made as of January 6, 2022, by and between New Frontier Health Corporation (formerly known as New Frontier Corporation), a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Warrant Agreement (as defined below).
