AMENDMENT NO. 1 OF FIRST AMENDED AND RESTATED SUPPORTAGREEMENT

EX-10.1 5 t1401807_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

EXECUTION VERSION

 

AMENDMENT NO. 1

 

OF FIRST AMENDED AND RESTATED SUPPORT AGREEMENT

 

This AMENDMENT NO. 1 OF FIRST AMENDED AND RESTATED SUPPORT AGREEMENT (“Amendment No. 1”), dated as of September 29, 2014, is made and entered into 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”), 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”).

 

WHEREAS, on February 17, 2014, Parent, Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company entered into an Agreement and Plan of Merger, which was subsequently amended and restated on April 18, 2014 (as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”) with the Company continuing as the surviving corporation of the Merger;

 

WHEREAS, as a condition and inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, each Stockholder (in his, her or its capacity as such) and the Sponsor entered into a Support Agreement on February 17, 2014 (the “Original Support Agreement”);

 

WHEREAS, the Parties amended and restated the Original Support Agreement on August 6, 2014 (as amended and restated, the “Amended and Restated Support Agreement”);

 

WHEREAS, each Party to the Amended and Restated Support Agreement desires to amend the Amended and Restated Support Agreement to replace Schedule A-1 and Schedule A-2 to the Amended and Restated Support Agreement with Schedule A-1 and Schedule A-2 hereto, such that each Rollover Stockholder shall contribute the number of Shares set forth on Schedule A-2 hereto in exchange for the number of newly issued Parent Interests set forth opposite such Rollover Stockholder’s name on Schedule A-2 hereto; and

 

NOW, THEREFORE, the Parties agree to amend the Amended and Restated Support Agreement as follows:

 

1.Definitions

 

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the respective meanings ascribed to them under the Amended and Restated Support Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Amended and Restated Support Agreement shall, from and after the execution of Amendment No. 1, refer to the Amended and Restated Support Agreement as amended by Amendment No. 1. Notwithstanding the foregoing, references to the date of the Amended and

 

 
 

 

Restated Support Agreement, as amended hereby, shall in all instances continue to refer to August 6, 2014, and references to “the date hereof” and “the date of this Agreement” shall continue to refer to August 6, 2014.

 

2.Amendments to Amended and Restated Support Agreement

 

2.1Amendment to Schedule A-1

 

Schedule A-1 of the Amended and Restated Support Agreement is hereby replaced by Schedule A-1 attached hereto.

 

2.2Amendment to Schedule A-2

 

Schedule A-2 of the Amended and Restated Support Agreement is hereby replaced by Schedule A-2 attached hereto.

 

3.Miscellaneous

 

3.1No Further Amendment

 

The Parties agree that, except as amended by Section 2 of Amendment No. 1, the Amended and Restated Support Agreement shall remain in full force and effect and constitute legal and binding obligations of the Parties. Amendment No. 1 forms an integral and inseparable part of the Amended and Restated Support Agreement.

 

3.2Other Miscellaneous Terms

 

The provisions of Section 17 (Miscellaneous) of the Amended and Restated Support Agreement shall apply mutatis mutandis to Amendment No. 1, and to the Amended and Restated Support Agreement as modified by Amendment No. 1, taken together as a single agreement, reflecting the terms therein as modified by Amendment No. 1.

 

[SIGNATURE PAGE FOLLOWS]

 

2
 

 

IN WITNESS WHEREOF, Amendment No. 1 has been duly executed and delivered by the duly authorized representatives of the Parties (as applicable) as of the date first written above.

 

HEALTHY HARMONY HOLDINGS, L.P.  
   
By: Healthy Harmony GP, Inc., its general partner  
   
By: /s/ Ronald Cami  
Name: Ronald Cami  
Title: Vice President  
   
TPG ASIA VI, L.P.  
By: TPG Asia GenPar VI, L.P., its general partner  
By: TPG Asia GenPar VI Advisors, Inc., its general partner  
   
By: /s/ Ronald Cami  
Name: Ronald Cami  
Title: Vice President  

 

[Signature Page to Amendment No. 1 to Amended and Restated Support Agreement]

 

 
 

 

STOCKHOLDERS  
   
Roberta Lipson  
   
By: /s/ Roberta Lipson  
   
Elyse Silverberg  
   
By: /s/ Elyse Silverberg  

 

Lawrence Pemble  
   
By: /s/ Lawrence Pemble  

 

STOCKHOLDERS

 

Roberta Lipson, as trustee of the Benjamin Lipson Plafker Trust  

   
By: /s/ Roberta Lipson  

 

Roberta Lipson, as trustee of the Daniel Lipson Plafker Trust  

   
By: /s/ Roberta Lipson  

 

Roberta Lipson, as trustee of the Jonathan Lipson Plafker Trust  

   
By: /s/ Roberta Lipson  

 

Roberta Lipson, as trustee of the Ariel Benjamin Lee Trust  

   
By: /s/ Roberta Lipson  

 

[Signature Page to Amendment No. 1 to Amended and Restated Support Agreement]

 

 
 

  

FOSUN INDUSTRIAL CO., LIMITED  
   
By: /s/ Qiyu Chen  
   
Name:  Qiyu Chen  
   
Title:  Chairman of the Board of Directors  
     

 

[Signature Page to Amendment No. 1 to Amended and Restated Support Agreement]

 

 
 

  

SCHEDULE A-1

 

As of August 25, 2014

 

Stockholder   Address/Facsimile   Residence   Common
Stock Owned
  Class B
Common
Stock Owned
                 
Roberta Lipson   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  USA   239,671   570,000
                 
Benjamin Lipson Plafker Trust   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  USA   10,800   0
                 
Daniel Lipson Plafker Trust   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  USA   0   30,000
                 
Jonathan Lipson Plafker Trust   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  USA   0   30,000

 

 
 

  

Stockholder   Address/Facsimile   Residence   Common
Stock Owned
  Class B
Common
Stock Owned
                 
Ariel Benjamin Lee Trust   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  USA   0   30,000
                 
Elyse Silverberg   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  USA   225,106   390,750
                 
Lawrence Pemble   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  USA   83,956   111,750
                 
Significant Stockholder  

Qiao Yang, Shanghai Fosun Pharmaceutical Group Co., Ltd.

 

9th Floor, No.2 East Fuxing Road, Shanghai 200010, PRC

  Hong Kong   3,157,163   0

 

 
 

 

Stockholder   Address/Facsimile   Residence   Common
Stock Owned
  Class B
Common
Stock Owned
                 
 

 

Tel: +86 21 23138000*8185/23128185

 

Fax: +86 21 23138127 

     

 

 
 

 

Schedule A-2

 

Stockholder   Address/Facsimile   Rollover Shares   Parent Interests
             
Roberta Lipson   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  615,892   615,892
             
Benjamin Lipson Plafker Trust   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  10,800   10,800
             
Daniel Lipson Plafker Trust   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  30,000   30,000
             
Jonathan Lipson Plafker Trust   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  30,000   30,000

 

 
 

  

Ariel Benjamin Lee Trust   c/o Chindex International, Inc.
4340 East West Highway
Bethesda, MD 20814
Attention: Chief Executive Officer and Corporate Secretary
Facsimile No.: 310 ###-###-####
  30,000   30,000
             
Significant Stockholder  

Qiao Yang, Shanghai Fosun Pharmaceutical Group Co., Ltd.

 

9th Floor, No.2 East Fuxing Road, Shanghai 200010, PRC

 

Tel: +86 21 23138000*8185/23128185

 

Fax: +86 21 23138127 

  3,157,163   3,157,163