SUPPORT AGREEMENTSupport Agreement • February 18th, 2014 • Fosun Industrial Co., LTD • 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”).
LIMITED GUARANTEELimited Guarantee • February 18th, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This Guarantee is one of two substantially identical limited guarantees (such other limited guarantee, the “Other Guarantee”), with the Other Guarantee being made by TPG Asia VI, L.P., a Cayman Islands limited partnership (“Sponsor”), to the Guaranteed Party on the date of this Guarantee.
To: Healthy Harmony Holdings, L.P. (the “Issuer” or “you”) c/o TPG Capital, L.P. 345 California Street, Suite 3300, San Francisco, CA 94104 Attention: Ronald Cami, Esq. Telephone No.: (415) 743-1532 Facsimile No.: (415) 743-1501Letter Agreement • February 18th, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies • Delaware
We refer to the Agreement and Plan of Merger dated the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Chindex International, Inc. (the “Company”), the Issuer and Healthy Harmony Acquisition, Inc., a wholly owned subsidiary of the Issuer (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of the Merger and a wholly-owned subsidiary of the Issuer. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as ascribed to them in the Merger Agreement or in the Initial Subscription Agreement (as defined below).
WAIVER AGREEMENTWaiver Agreement • February 18th, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies
This WAIVER AGREEMENT, dated as of February 17, 2014 (this “Agreement”), is by and among Chindex International, Inc., a Delaware corporation (the “Company”), Fosun Industrial Co., Limited, a Hong Kong corporation (the “Investor”), and Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a Chinese corporation (the “Warrantor”).
February 17, 2014Letter Agreement • February 18th, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This letter agreement (this “Agreement”) sets forth the commitments of Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (“Significant Stockholder”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain limited partnership interests of Healthy Harmony Holdings, L.P., a newly formed Cayman Islands limited partnership (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as 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 the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Concur
To: Healthy Harmony Holdings, L.P. (“Parent” or “you”)Fosun Industrial Co., LTD • February 18th, 2014 • Wholesale-medical, dental & hospital equipment & supplies • Hong Kong
We refer to the Agreement and Plan of Merger dated the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Chindex International, Inc. (the “Company”), Parent and Healthy Harmony Acquisition, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of the Merger and a wholly-owned subsidiary of Parent.
To: Fosun Industrial Co., Limited (“Significant Stockholder” or “you”) c/o Shanghai Fosun Pharmaceutical Group Co., Ltd. 9th Floor, No.2 East Fuxing Road, Shanghai 200010, PRC Attention: Qiao Yang Tel: +86 21 23138000*8185/23128185Merger Agreement • February 18th, 2014 • Fosun Industrial Co., LTD • Wholesale-medical, dental & hospital equipment & supplies • Hong Kong
Whereas, Significant Stockholder (i) is making an investment in Parent in connection with the Merger and has entered into an Equity Commitment Letter dated as of the date hereof and (ii) has agreed to make further investments in Parent to finance future hospital projects of Parent (the “Projects”) after the Closing pursuant to a letter of commitment dated as of the date hereof (the “Letter of Commitment”).
