[April 26, 2012 To:R China Healthcare Investment Limited c/oRia Limited Dear Sirs, Re: Lock-Upreementted April 12, 2012 Lock-Upreement We refer to the Lock-Upreementted April 12, 2012 (the mutatis mutandis The provisions of Sections 5, 6 and 7 of the Lock-Upreement are herebyorporated by reference into this letter and will apply]
[JOINT FILING AGREEMENT [ KKR CHINA HEALTHCARE INVESTMENT LIMITED Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Director KKR CHINA GROWTH FUND L.P.] [Execution Version CONVERTIBLE NOTE PURCHASE AGREEMENT among CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 2 SECTION 2 SALE AND PURCHASE OF THE NOTES 9] [REGISTRATION RIGHTS AGREEMENT between CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED Dated April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 5 Section 3 MANDATORY] [Execution Copy DIRECTOR INDEMNIFICATION AGREEMENT between CHINA CORD BLOOD CORPORATION and JULIAN J. WOLHARDT Dated April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Contents Page 1. Interpretation 1 2.] [Execution Copy INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT Agreement Investor KKR Company This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of April 27, 2012 (this WHEREAS, the Company has entered into a Convertible Note Purchase Agreement dated as of April 12 Company Indemnification Agreement KKR Indemnified Parties , 2012 (the KKR Director WHEREAS, one or more executives] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and GOLDEN MEDITECH STEM CELL (BVI) COMPANY LIMITED, and GOLDEN MEDITECH HOLDINGS LIMITED Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and TING ZHENG Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 4 6] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and ALBERT CHEN Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and YUE DENG Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 4 6] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and XIN XU Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 4 6] [POWER OF ATTORNEY EX-99.11 12 a12-9554_1ex99d11.htm EX-99.11] [POWER OF ATTORNEY EX-99.12 13 a12-9554_1ex99d12.htm EX-99.12] [POWER OF ATTORNEY EX-99.13 14 a12-9554_1ex99d13.htm EX-99.13]
[JOINT FILING AGREEMENT [ KKR CHINA HEALTHCARE INVESTMENT LIMITED Richard J. Kreider, Attorney-in-fact for William J. Janetschek, Director KKR CHINA GROWTH FUND L.P.] [Execution Version CONVERTIBLE NOTE PURCHASE AGREEMENT among CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 2 SECTION 2 SALE AND PURCHASE OF THE NOTES 9] [REGISTRATION RIGHTS AGREEMENT between CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED Dated April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 5 Section 3 MANDATORY] [Execution Copy DIRECTOR INDEMNIFICATION AGREEMENT between CHINA CORD BLOOD CORPORATION and JULIAN J. WOLHARDT Dated April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Contents Page 1. Interpretation 1 2.] [Execution Copy INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT Agreement Investor KKR Company This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of April 27, 2012 (this WHEREAS, the Company has entered into a Convertible Note Purchase Agreement dated as of April 12 Company Indemnification Agreement KKR Indemnified Parties , 2012 (the KKR Director WHEREAS, one or more executives] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and GOLDEN MEDITECH STEM CELL (BVI) COMPANY LIMITED, and GOLDEN MEDITECH HOLDINGS LIMITED Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and TING ZHENG Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 4 6] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and ALBERT CHEN Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and YUE DENG Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 4 6] [Execution Copy LOCK-UP AGREEMENT among KKR CHINA HEALTHCARE INVESTMENT LIMITED and XIN XU Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 4 6] [POWER OF ATTORNEY EX-99.11 12 a12-9554_1ex99d11.htm EX-99.11] [POWER OF ATTORNEY EX-99.12 13 a12-9554_1ex99d12.htm EX-99.12] [POWER OF ATTORNEY EX-99.13 14 a12-9554_1ex99d13.htm EX-99.13]
[JOINT FILINGREEMENT [R CHINA HEALTHCARE INVESTMENT LIMITED Richard J. Kreider, Attorney-in-fact for William J. Janetschek, DirectorR CHINA GROWTH FUND L.P.Rsociates China Growth L.P., its General PartnerR China Growth Limited, its General Partner Richard J. Kreider, Attorney-in-fact for William J. Janetschek, DirectorRSOCIATES CHINA GROWTH L.P.] [Execution VersionNVERTIBLE NOTE PURCHASEREEMENT among CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITEDted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 2 SECTION2LE AND PURCHASE OF THE NOTES] [REGISTRATION RIGHTSREEMENT between CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITEDted April 27, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page Section1 DEFINITIONS 1 Section2 GENERAL; SECURITIES SUBJECT TO THISREEMENT] [Executionpy DIRECTOR INDEMNIFICATIONREEMENT between CHINARD BLOODRPORATION and JULIAN J. WOLHARDTted April 27, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTSntents Page 1. Interpretation 1 2. Indemnity 3 3.] [Executionpy INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENTreement InvestorRmpany This INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENT,ted of April 27, 2012 (this WHEREAS, thempany has entered into anvertible Note Purchasereementted of April 12mpany IndemnificationreementR Indemnified Parties , 2012 (the] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED and GOLDEN MEDITECH STEM CELL (BVI)MPANY LIMITED, and GOLDEN MEDITECHS LIMITEDted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED and TING ZHENGted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 1 SECTION2 RESTRICTIONS ON TRANSFER OF SHARES 4] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED andBERT CHENted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 1 SECTION2 RESTRICTIONS ON TRANSFER OF SHARES 4] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED and YUE DENGted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 1 SECTION2 RESTRICTIONS ON TRANSFER OF SHARES 4] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED and XIN XUted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 1 SECTION2 RESTRICTIONS ON TRANSFER OF SHARES 4] [POWER OF ATTORNEY EX-99.11 a12-9554_1ex99d11.htm 12 EX-99.11] [POWER OF ATTORNEY EX-99.12 a12-9554_1ex99d12.htm 13 EX-99.12] [POWER OF ATTORNEY EX-99.13 a12-9554_1ex99d13.htm 14 EX-99.13]
[JOINT FILINGREEMENT [R CHINA HEALTHCARE INVESTMENT LIMITED Richard J. Kreider, Attorney-in-fact for William J. Janetschek, DirectorR CHINA GROWTH FUND L.P.Rsociates China Growth L.P., its General PartnerR China Growth Limited, its General Partner Richard J. Kreider, Attorney-in-fact for William J. Janetschek, DirectorRSOCIATES CHINA GROWTH L.P.] [Execution VersionNVERTIBLE NOTE PURCHASEREEMENT among CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITEDted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 2 SECTION2LE AND PURCHASE OF THE NOTES] [REGISTRATION RIGHTSREEMENT between CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITEDted April 27, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page Section1 DEFINITIONS 1 Section2 GENERAL; SECURITIES SUBJECT TO THISREEMENT] [Executionpy DIRECTOR INDEMNIFICATIONREEMENT between CHINARD BLOODRPORATION and JULIAN J. WOLHARDTted April 27, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTSntents Page 1. Interpretation 1 2. Indemnity 3 3.] [Executionpy INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENTreement InvestorRmpany This INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENT,ted of April 27, 2012 (this WHEREAS, thempany has entered into anvertible Note Purchasereementted of April 12mpany IndemnificationreementR Indemnified Parties , 2012 (the] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED and GOLDEN MEDITECH STEM CELL (BVI)MPANY LIMITED, and GOLDEN MEDITECHS LIMITEDted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED and TING ZHENGted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 1 SECTION2 RESTRICTIONS ON TRANSFER OF SHARES 4] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED andBERT CHENted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 1 SECTION2 RESTRICTIONS ON TRANSFER OF SHARES 4] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED and YUE DENGted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 1 SECTION2 RESTRICTIONS ON TRANSFER OF SHARES 4] [Executionpy LOCK-UPREEMENT amongR CHINA HEALTHCARE INVESTMENT LIMITED and XIN XUted April12, 2012 Paul, Weiss, Rifkind, Wharton& Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page SECTION1 INTERPRETATION 1 SECTION2 RESTRICTIONS ON TRANSFER OF SHARES 4] [POWER OF ATTORNEY EX-99.11 a12-9554_1ex99d11.htm 12 EX-99.11] [POWER OF ATTORNEY EX-99.12 a12-9554_1ex99d12.htm 13 EX-99.12] [POWER OF ATTORNEY EX-99.13 a12-9554_1ex99d13.htm 14 EX-99.13]
[Execution Version CONVERTIBLE NOTE PURCHASE among CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 2 Section 2 9 Section 3 9 Section 4 14 Section 5] [SENIOR CONVERTIBLE NOTE SECURITIES ACT CHINA CORD BLOOD CORPORATION 7% SENIOR CONVERTIBLE NOTE Original Principal Amount: US$65,000,000 Holder Principal and Issuance Date and Note Notes Other Notes Registration Rights Agreement FOR VALUE RECEIVED, China Cord Blood Corporation, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), hereby promises to pay to the order of KKR China] [EXECUTION COPY REGISTRATION RIGHTS AGREEMENT between CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED April 27 Dated Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 5 Section 3] [DIRECTOR INDEMNIFICATION AGREEMENT between CHINA CORD BLOOD CORPORATION and JULIAN J. WOLHARDT Dated April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Contents Page 1. Interpretation 1 2. Indemnity 3 3. Limitations on indemnity 3 4. Company’s liability 4 5. 4] [Execution Copy INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT Agreement KKR CHINA HEALTHCARE INVESTMENT LIMITED Investor KKR Company This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of April 27, 2012 (this “ Company Indemnification Agreement KKR Indemnified Parties WHEREAS, the Company has entered into a Convertible Note Purchase Agreement dated as of April 12, 2012 (the “ KKR Director WHEREAS,] [China Cord Blood Corporation Announces Completion of $65 Million Convertible Debt Financing with KKR HONG KONG, China, April 27, 2012 China Cord Blood Corporation (NYSE: CO) (“CCBC” or “the Company”), the first and largest cord blood banking operator in China, today announced that it has successfully closed a US$65 million convertible debt financing with funds affiliated with KKR China Growth]
[Execution Version CONVERTIBLE NOTE PURCHASE among CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED Dated April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 2 Section 2 9 Section 3 9 Section 4 14 Section 5] [SENIOR CONVERTIBLE NOTE SECURITIES ACT CHINA CORD BLOOD CORPORATION 7% SENIOR CONVERTIBLE NOTE Original Principal Amount: US$65,000,000 Holder Principal and Issuance Date and Note Notes Other Notes Registration Rights Agreement FOR VALUE RECEIVED, China Cord Blood Corporation, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), hereby promises to pay to the order of KKR China] [EXECUTION COPY REGISTRATION RIGHTS AGREEMENT between CHINA CORD BLOOD CORPORATION and KKR CHINA HEALTHCARE INVESTMENT LIMITED April 27 Dated Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 5 Section 3] [DIRECTOR INDEMNIFICATION AGREEMENT between CHINA CORD BLOOD CORPORATION and JULIAN J. WOLHARDT Dated April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OF CONTENTS Contents Page 1. Interpretation 1 2. Indemnity 3 3. Limitations on indemnity 3 4. Company’s liability 4 5. 4] [Execution Copy INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT Agreement KKR CHINA HEALTHCARE INVESTMENT LIMITED Investor KKR Company This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of April 27, 2012 (this “ Company Indemnification Agreement KKR Indemnified Parties WHEREAS, the Company has entered into a Convertible Note Purchase Agreement dated as of April 12, 2012 (the “ KKR Director WHEREAS,] [China Cord Blood Corporation Announces Completion of $65 Million Convertible Debt Financing with KKR HONG KONG, China, April 27, 2012 China Cord Blood Corporation (NYSE: CO) (“CCBC” or “the Company”), the first and largest cord blood banking operator in China, today announced that it has successfully closed a US$65 million convertible debt financing with funds affiliated with KKR China Growth]
[Execution VersionNVERTIBLE NOTE PURCHASE among CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITEDted April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page Section 1 2 Section 2] [SENIORNVERTIBLE NOTE SECURITIES ACT CHINARD BLOODRPORATION 7% SENIORNVERTIBLE NOTE Original Principal Amount: US$65,000,000 Holder Principal and Issuancete and Note Notes Other Notes Registration Rightsreement FOR VALUE RECEIVED, Chinard Bloodrporation, an exemptedmpany with limited liabilityorporated in theyman Islands (thempany), hereby promises to pay to the order ofR China Healthcare Investment Limited or registeredsigns (the] [EXECUTIONPY REGISTRATION RIGHTSREEMENT between CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITED April 27ted Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THISREEMENT] [DIRECTOR INDEMNIFICATIONREEMENT between CHINARD BLOODRPORATION and JULIAN J. WOLHARDTted April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTSntents Page 1. Interpretation 1 2. Indemnity 3 3. Limitations on indemnity] [Executionpy INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENTreementR CHINA HEALTHCARE INVESTMENT LIMITED InvestorRmpany This INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENT,ted of April 27, 2012 (thismpany IndemnificationreementR Indemnified Parties WHEREAS, thempany has entered into anvertible Note Purchasereementted of April 12, 2012 (the] [Chinard Bloodrporation Announcesmpletion of $65 Millionnvertible Debt Financing withR HONG KONG, China, April 27, 2012 Chinard Bloodrporation (NYSE:) (CCBC or thempany), the first and largestrd blood banking operator in China, today announced that it has successfully closed a US$65 millionnvertible debt financing with funds affiliated withR China Growth Fund L.P., a China-focused investment fund managed]
[Execution VersionNVERTIBLE NOTE PURCHASE among CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITEDted April 12, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page Section 1 2 Section 2] [SENIORNVERTIBLE NOTE SECURITIES ACT CHINARD BLOODRPORATION 7% SENIORNVERTIBLE NOTE Original Principal Amount: US$65,000,000 Holder Principal and Issuancete and Note Notes Other Notes Registration Rightsreement FOR VALUE RECEIVED, Chinard Bloodrporation, an exemptedmpany with limited liabilityorporated in theyman Islands (thempany), hereby promises to pay to the order ofR China Healthcare Investment Limited or registeredsigns (the] [EXECUTIONPY REGISTRATION RIGHTSREEMENT between CHINARD BLOODRPORATION andR CHINA HEALTHCARE INVESTMENT LIMITED April 27ted Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTS Page Section 1 DEFINITIONS 1 Section 2 GENERAL; SECURITIES SUBJECT TO THISREEMENT] [DIRECTOR INDEMNIFICATIONREEMENT between CHINARD BLOODRPORATION and JULIAN J. WOLHARDTted April 27, 2012 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong TABLE OFNTENTSntents Page 1. Interpretation 1 2. Indemnity 3 3. Limitations on indemnity] [Executionpy INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENTreementR CHINA HEALTHCARE INVESTMENT LIMITED InvestorRmpany This INDEMNIFICATION PRIORITY AND INFORMATION SHARINGREEMENT,ted of April 27, 2012 (thismpany IndemnificationreementR Indemnified Parties WHEREAS, thempany has entered into anvertible Note Purchasereementted of April 12, 2012 (the] [Chinard Bloodrporation Announcesmpletion of $65 Millionnvertible Debt Financing withR HONG KONG, China, April 27, 2012 Chinard Bloodrporation (NYSE:) (CCBC or thempany), the first and largestrd blood banking operator in China, today announced that it has successfully closed a US$65 millionnvertible debt financing with funds affiliated withR China Growth Fund L.P., a China-focused investment fund managed]
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