[CUSIP No. P8696W104 1 NAMES OF REPORTING PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) o (a) þ (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5]
[JOINT FILING AGREEMENT DBD Cayman Holdings, Ltd. attorney in fact for David M. Rubenstein David M. Rubenstein Ordinary Member DBD Cayman, Ltd. attorney in fact for David M. Rubenstein David M. Rubenstein Ordinary Member TCG Holdings Cayman II, L.P. attorney in fact for David M. Rubenstein David M. Rubenstein Ordinary Member] [POWER OF ATTORNEY For purposes hereof, the Carlyle Companies shall consist of: (i) TWC Virginia, Inc., a Delaware corporation, TC Group, L.L.C., a Delaware limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership and TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempted limited partnership; (ii)] [NAMES OF REPORTING PERSONS]
[JOINT FILING AGREEMENT DBD Cayman Holdings, Ltd. attorney in fact for David M. Rubenstein David M. Rubenstein Ordinary Member DBD Cayman, Ltd. attorney in fact for David M. Rubenstein David M. Rubenstein Ordinary Member TCG Holdings Cayman II, L.P. attorney in fact for David M. Rubenstein David M. Rubenstein Ordinary Member] [POWER OF ATTORNEY For purposes hereof, the Carlyle Companies shall consist of: (i) TWC Virginia, Inc., a Delaware corporation, TC Group, L.L.C., a Delaware limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership and TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempted limited partnership; (ii)] [NAMES OF REPORTING PERSONS]
[CUSIP No. G3163G104]
[CUSIP No. G3163G104]
[CUSIP No. G210821050 Page 2 of 8 1 NAMES OF REPORTING PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) o (a) o (b) 3 SEC USE ONLY 4]
[CUSIP No. G210821050 Page 2 of 8 1 NAMES OF REPORTING PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) o (a) o (b) 3 SEC USE ONLY 4]
[CUSIP No. G210821050 Page 2 of 8 1 NAMES OF REPORTING PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (SEE INSTRUCTIONS) o (a) o (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF 5 o 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong 7]
[CUSIP No. G210821050 Page 2 of 8 1 NAMES OF REPORTING PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (SEE INSTRUCTIONS) o (a) o (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF 5 o 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong 7]
[EXECUTION VERSION FORBEARANCE AGREEMENT FORBEARANCE AGREEMENT Agreement This Borrower Lender ( RECITALS: WHEREAS Note Purchase Agreement Note 4,374,464.90 in prior late charges, U.S.$4,213,934.07 in forbearance late charges and U.S.$217,000.00 in accrued and unpaid expenses, plus such additional amounts provided therein (together, and as further amended, restated, supplemented or otherwise modified from time to time, the WHEREAS Specified Default WHEREAS] [EXECUTION VERSION BEAMS POWER INVESTMENT LIMITED RESTATED SENIOR EXCHANGEABLE NOTE Original Principal Amount: U.S.$30,000,000 FOR VALUE RECEIVED, Beams Power Investment Limited, Issuer Holder Principal (the 1. PAYMENTS OF PRINCIPAL, PREMIUM PRIOR LATE CHARGES, FORBEARANCE LATE CHARGES AND EXPENSES Maturity Date provided that , Note 2. EXCHANGE OF NOTE Company Common Stock . This Note shall be exchangeable for fully] [AMENDMENT NO. 1 TO SHARE PLEDGE AGREEMENT Amendment Share Pledge Agreement THIS AMENDMENT NO. 1 (this Pledgor Secured Party Collateral Agent (the . WHEREAS Common Stock , the Pledgor has pledged in favor of the Secured Party 5,967,000 shares of common stock, par value US$0.0001 per share of Synutra International, Inc., a Delaware corporation (the WHEREAS WHEREAS] [EXECUTION VERSION AMENDMENT NO. 2 TO SHARE PLEDGE AGREEMENT Amendment THIS AMENDMENT NO. 2 (this Pledgor Secured Party Collateral Agent Share Pledge Agreement Second Amendment Date (the . WHEREAS Note Purchase Agreement Exchangeable Shares Company Note , the Pledgor has entered into that certain Note Purchase Agreement, dated as of April 23, 2008 (as may be amended, supplemented,] [EXECUTION VERSION AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 1 Amendment Registration Rights Agreement Company (this Issuer Buyer (the . WHEREAS Purchase Agreement Note WHEREAS, the Issuer defaulted under the Note and such default is continuing as of the date hereof; WHEREAS Restated Note WHEREAS , in connection with the restatement of the Note as] [EXECUTION VERSION DRAG-ALONG AGREEMENT DRAG-ALONG AGREEMENT Agreement This Beams Power Warburg ( RECITALS: WHEREAS, Note Purchase Agreement Note Restated Note WHEREAS, Pledge Agreement WHEREAS, Synutra Registration Rights Agreement WHEREAS, one or more unwaived events of default have occurred and are continuing under the Note and will continue as of the effective date of the Restated Note; WHEREAS, Forbearance Agreement Pledged] []
