Deed of Adherence

Exhibit 99.2

 

PRIVILEGED and CONFIDENTIAL

Execution Version

 

 

    This Deed of Adherence (this “Deed”) is entered into on September 16, 2020

 

BY: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ (“▇▇. ▇▇▇▇”), a citizen of the United States of America

 

RECITALS:

 

    (A)  On September 18, 2019, that certain consortium agreement (as amended by amendment no. 1 thereto (the “Amendment No. 1”) dated as of January 23, 2020, the “Consortium Agreement”) was entered into by and among the parties listed on Annex A to this Deed (as supplemented by the Amendment No. 1, the “Existing Parties”), pursuant to which the Existing Parties proposed to, among other things, undertake the Transaction (as defined in the Consortium Agreement).

 

    (B)  ▇▇. ▇▇▇▇ will be admitted to the Buyer Consortium (as defined in the Consortium Agreement) as “Additional Party” and will be designated as “Initial Consortium Member” pursuant to Section 1.4 of the Consortium Agreement.

 

(C)  ▇▇. ▇▇▇▇ now wishes to participate in the Transaction contemplated under the Consortium Agreement as a member of the Buyer Consortium by executing this Deed, and to be bound by the terms of the Consortium Agreement as an Initial Consortium Member thereto.

 

THIS DEED WITNESSES as follows:

 

 

 

 

 

 

 ▇▇. ▇▇▇▇ undertakes to each other Party to the Consortium Agreement that he will, with effect from the date hereof, perform and comply with each of the obligations of an Initial Consortium Member as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof and the Existing Parties agree that where there is a reference to a “Initial Consortium Member” it shall be deemed to include a reference to ▇▇. ▇▇▇▇ and with effect from the date hereof, all the rights of an Initial Consortium Member provided under the Consortium Agreement will be accorded to ▇▇. ▇▇▇▇ as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof. The number of Rollover Securities of ▇▇. ▇▇▇▇ and/or the amount of Cash Contribution proposed to be made by ▇▇. ▇▇▇▇ and the Contemplated Ownership Percentage of ▇▇. ▇▇▇▇ are set forth in Schedule A hereto.

 

 

 

 

 

 

 

He has full power and authority to execute and deliver this Deed, and to perform his obligations hereunder.

 

 

This Deed has been duly executed and delivered by ▇▇. ▇▇▇▇ and constitutes the legal, valid and binding obligation of ▇▇. ▇▇▇▇, enforceable against him in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium and other Laws affecting creditors’ rights generally and general principles of equity).

 

 

As of the date of this Deed, (i) ▇▇. ▇▇▇▇ is the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Deed, or arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Deed, subject to the last sentence of this Section 3(a)(4), ▇▇. ▇▇▇▇’▇ Company Securities listed in Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated on Schedule B hereto, ▇▇. ▇▇▇▇ is and will be the sole record holder and Beneficial Owner of the Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Deed and the Consortium Agreement with respect to the Covered Securities. ▇▇. ▇▇▇▇ has not taken any action described in Section 4.7 of the Consortium Agreement.

 

 

▇▇. ▇▇▇▇ acknowledges that the Existing Parties have consented to the admission of him to the Buyer Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Sections 3(a)(1) to 3(a)(3) above, and the Existing Parties’ consent was induced by such representations and warranties.

 

 

Article VIII (Notices), Section 7.2 (Confidentiality) and Section 10.8 (Governing Law and Venue) of the Consortium Agreement shall apply mutatis mutandis to this Deed.

 

[Signature page follows.]

 

 

 

IN WITNESS WHEREOF, ▇▇. ▇▇▇▇ has executed this Deed as a deed and delivered this Deed as of the day and year first above written.

  

 

in the presence of

 

 

 

 

Notice details:

 

Address: 18F, Jialong International Tower, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,

 

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇

 

Attention: ▇▇▇▇▇▇ ▇▇▇▇

 

 

 

 

Existing Parties

 

Beachhead Holdings Limited

 

Double Double Holdings Limited

 

Point Forward Holdings Limited

 

PW Medtech Group Limited (普华和顺集团公司)

 

Parfield International Ltd.

 

CITIC Capital China Partners IV, L.P.

 

HH Sum-XXII Holdings Limited

 

V-Sciences Investments Pte. Ltd

 

 

 

 

Schedule A
Contributions to Holdco and Contemplated Ownership Percentage

 

 

 

 

Schedule B
Beneficial Ownership of Company Securities