e60037228ex10_1.htm


    EXECUTION
      COPY

     

     

    
 

    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933 (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON THE SAFE HARBOR
      PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT
      BE
      REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
      WITH
      THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
      THE
      ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
      ACT.

     

    
 

    


    SECURITIES
      PURCHASE AGREEMENT

    


    by
      and
      among

    


    


    


    


    CHINDEX
      INTERNATIONAL, INC.

    as
      the
      Company

    


    AND

    


    MAGENTA
      MAGIC LIMITED

    as
      the
      Purchaser

    


    


    


    


    Dated:  November  7,
      2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Securities Purchase Agreement (this “Agreement”) is dated as of
      November 7, 2007, by and between CHINDEX INTERNATIONAL, INC., a company
      organized and existing under the laws of the State of Delaware of the United
      States (the “Company”) and MAGENTA MAGIC LIMITED, a company
      organized and existing under the laws of the British Virgin Islands and
      wholly-owned, directly or indirectly, by JPMorgan Chase & Co (the
“Purchaser”).

     

    WHEREAS,
      the Company proposes to issue, and the Purchaser proposes to purchase,
      US$10,000,000 Tranche A Shares (as defined below), US$25,000,000 Tranche B
      Notes
      (as defined below) and US$15,000,000 Tranche C Notes (as defined below) of
      the
      Company upon the terms and subject to the conditions of this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and promises contained
      herein and for other good and valuable consideration the receipt and adequacy
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    1.  Definitions

     

    For
      all
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires the following terms shall have the meanings set
      forth
      below.  Defined terms used but not otherwise defined herein shall have
      the meanings given to such terms in the other sections of this
      Agreement.

     

    “2005IFC
      Facility” mans the credit facility extended by the International
      Finance Corporation to the Company in the amount of RMB64,880,000 on August
      31,
      2005, as amended to the date hereof.

     

     “Act”
      means the Securities Act of 1933, as amended.

     

    “Affiliate”
      of any specified Person means:

     

    
      	
               

            	
              (a)

            	
              any
                other Person directly or indirectly controlling or controlled by
                or under
                direct or indirect common control with such specified Person,
                or

            


    

     

    
      	
               

            	
              (b)

            	
              any
                other Person who is a director or executive officer
                of:

            


    

     

    
      	
               

            	
              (1)

            	
              such
                specified Person,

            


    

     

    
      	
               

            	
              (2)

            	
              any
                Subsidiary of such specified Person,
                or

            


    

     

    
      	
               

            	
              (3)

            	
              any
                Person described in clause (a)
                above.

            


    

     

    For
      the
      purposes of this definition, “control” when used with respect to any Person,
      means the direct or indirect ownership of in excess of 50% of the equity
      interests in such Person or the power to direct or
      influence the management and policies of such Person, directly or indirectly,
      whether through the ownership of voting securities, by contract or otherwise;
      and the terms “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Agreement”
      has the meaning given in the recitals.

     

    “Amended
      Rights Agreement” means the Rights Agreement dated June 4, 2007 as
      amended on November 4, 2007, in the form attached hereto as Exhibit
      D.

     


    
      
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    “Applicable
      Law” means, with respect to any Person or any property, any statute,
      rule, regulation, law or ordinance, or any judgment, decree or order applicable
      to such Person or such property.

     

    “Business
      Day” means a day other than Saturday, Sunday or any day on which banks
      located in New York and Hong Kong are authorized or obligated to
      close.

     

    “Charter
      Documents” mean, with respect to a Person, its articles of
      incorporation, certificate of incorporation, by-laws, joint venture agreement
      or
      shareholder agreement (if applicable), or other organizational documents of
      such
      Person.

     

    “Clinics”
      means Beijing United Family Jianguomen Clinic, Inc. (“北京和睦家建国门诊所有限公司”
      in Chinese), Beijing United Family Clinic, Inc. (“北京市和睦家诊所有限责任公司”
      in Chinese), Shanghai United Family Clinic, Inc. (“上海和美家诊所有限公司”
      in Chinese).

     

    “Closing”
      has the meaning given in Section 4.

     

    “Closing
      Date” has the meaning given in Section 4.

     

    “Commission”
      means the U.S. Securities and Exchange Commission.

     

    “Common
      Stock” means shares of common stock of the Company, par value $0.01 per
      share, divided into class A common stock (“Class A”) and class
      B common stock (“Class B”) respectively.

     

    “Company”
      has the meaning given in the recitals.

     

    “Conversion
      Shares” means shares of Class A Common Stock issuable upon the
      conversion of the Notes.

     

    “Corporate
      Agreements” means the agreements listed in
Schedule 1 hereto entered into by the Group Companies
      and the
      Clinics.

     

    “Disclosure
      Schedule” has the meaning given in Section 5.

     

    “Environmental
      Laws” shall mean all federal, national, state, regional and local laws,
      statutes, ordinances and regulations, in each case as amended or supplemented
      from time to time, and any judicial or administrative interpretation thereof,
      including orders, consent decrees or judgments relating to the regulation and
      protection of human health, safety, the environment and natural
      resources.

     

    “Escrow
      Agent” means Hughes Hubbard & Reed LLP (Attention Gary J. Simon) or
      such other agent or representative as the parties may mutually agree that,
      for
      purposes of Section 4 of this Agreement, shall hold in escrow the Tranche C
      Notes.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as
      amended.

     

    “FCPA”
      has the meaning given in Section 5(aa).

     

    “GAAP”
      means United States generally accepted accounting principles applied on a
      consistent basis during periods involved.

     


    
      
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    “Governmental
      Authority” means any federal, state, national, provincial, local or
      other governmental authority, governmental or regulatory agency or body, court,
      arbitrator or self-regulatory organization of applicable
      jurisdictions.

     

    “Group
      Companies” means Beijing Chindex Hospital Management Consulting Co.,
      Ltd. (“北京美中互利医院管理咨询有限公司”
      in Chinese), Beijing United Family Health Center (“北京和睦家妇婴医疗保健中心”
      in Chinese), Shanghai United Family Hospital, Inc. (“上海和睦家医院有限公司”
      in Chinese), Chindex Holdings International Trade (Tianjin) Co., Ltd. (“清达互利国际贸易(天津)有限公司”
      in Chinese), Chindex Shanghai International Trading Company, Ltd. (“谦达国际贸易(上海)有限公司”
      in Chinese), Chindex (Beijing) International Trading Co., Ltd. (“美中互利(北京)国际贸易有限公司”
      in Chinese), the Clinics, the Company, and the Company’s other existing and
      future, direct and indirect, Subsidiaries.

     

    “Indebtedness”
      has the meaning given in Section 5(q).

     

    “Hazardous
      Substance” has the meaning given in Section 5(v).

     

    “Intellectual
      Property Rights” has the meaning given in Section 5(w).

     

    “Investor
      Rights Agreement” means the investor rights agreement dated November 7,
      2007 by and among the Company and the Purchaser, in the form attached hereto
      as
Exhibit A.

     

    “Lien”
      means a mortgage, charge, pledge, lien, hypothecation or other security interest
      or agreement securing any obligation of any Person.

     

    “Material
      Adverse Effect” means a material adverse effect on the business,
      management, operations or financial condition of the Company and its
      Subsidiaries taken as a whole; provided that no change or effect arising out
      of
      or in connection with or resulting from any of the following shall be deemed,
      either alone or in combination, to constitute or contribute to a Material
      Adverse Effect: (i) general economic conditions or changes affecting any country
      or market generally; (ii) conditions or fluctuations in financial markets in
      any
      jurisdiction; (iii) conditions affecting the entire medical products
      distribution industry or the medical services industry generally in any
      jurisdiction; or (iv) any action, change, effect, circumstance or condition
      expressly required by or in connection with this Agreement or directly or
      demonstrably attributable to the execution, performance or announcement of
      this
      Agreement or the transactions contemplated hereby.

     

    “Material
      Agreement” has the meaning given in Section 5(r).

     

    “NASDAQ”
      means The Nasdaq Stock Market, Inc.

     

    “Notes”
      has the meaning given in Section 3, in the form attached hereto as Exhibit
      B.

     

    “Permits”
      means all material licenses, permits, certificates, consents, orders, approvals
      and other authorizations presently required or necessary from all Governmental
      Authorities.

     

    “Person”
      means any individual, corporation, company (including any limited liability
      company), association, partnership, joint venture, trust, unincorporated
      organization, government or any agency or political subdivision thereof, or
      any
      other entity.

     

    “PFIC”
      has the meaning given in Section 6(c).

     


    
      
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    “PRC”
      means the People’s Republic of China, not including Taiwan, Hong Kong and
      Macau.

     

    “Proceeding”
      means an action, claim, suit or demand before or brought by any Governmental
      Authority.

     

    “Purchaser”
      has the meaning given in the recitals.

     

    “Registration
      Rights Agreement” means a registration rights agreement dated as of
      November 7, 2007 between the Company and the Purchaser, in the form attached
      hereto as Exhibit C.

     

    “Regulation
      S” has the meaning given in Section 3.

     

    “SEC”
      means the Securities and Exchange Commission of the United States.

     

    “SEC
      Reports” has the meaning given in Section 5(k).

     

    “Securities”
      means, collectively, the Tranche A Shares, the Notes and the Conversion
      Shares.

     

    “Shareholder
      Side Letters” means the shareholder side letters, each dated as of
      November 7, 2007 in the form attached hereto as Exhibit E.

     

    “Subsidiary”
      means, (i) in respect of any Person, any corporation, company (including any
      limited liability company), association, partnership, joint venture or other
      business entity of which at least a majority of the total voting power or the
      voting stock is at the time owned or controlled, directly or indirectly, by
      such
      Person, or (ii) in respect of the Company, without prejudice to the foregoing
      entities under paragraph (i), any corporation, company (including any limited
      liability company), association, partnership, joint venture or other business
      entity from time to time organized and existing under the laws of the PRC whose
      financial reporting is consolidated with the Company pursuant to GAAP in any
      audited financial statements filed by the Company with the Commission in
      accordance with the Exchange Act, including without limitation each
      Clinic.

     

    “Taxes”
      has the meaning given in Section 5(t).

     

    “Tranche
      AShares” has the meaning given in Section
      3(a).

     

    “Tranche
      B Notes” has the meaning given in Section 3(b).

     

    “Tranche
      C Notes” has the meaning given in Section 3(c).

     

    “Transaction
      Documents” means this Agreement, the originally-issued Notes, the
      Investor Rights Agreement, the Registration Rights Agreement, and the
      Shareholder Side Letters, or any of them as the context may so
      require.

     

    “US$”
      means the lawful currency of the United States from time to time.

     

    2.  Rules
      of Construction.

     

    Unless
      the context otherwise requires:

    


    (a)  a
      term
      has the meaning assigned to it;

     


    
      
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          Agreement

      

      
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    (b)  “or”
is
      not exclusive;

     

    (c)  words
      in
      the singular include the plural, and in the plural include the
      singular;

     

    (d)  all
      references in this Agreement to “Sections”, “Exhibits” and other subdivisions
      are to the designated Sections, Exhibits and subdivisions of this Agreement
      as
      originally executed;

     

    (e)  a
      reference to any person is, where relevant, deemed to be a reference to or
      to
      include, as appropriate and expressly permitted under the Transaction Documents,
      that person’s successors and assignees or transferees;

     

    (f)  the
      words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
      this Agreement as a whole and not to any particular Section or other
      subdivision;

     

    (g)  references
      to a statute or statutory provision are to be construed as a reference to that
      statute or statutory provision as it may be amended from time to time;
      and

     

    (h)  the
      word
“knowledge” and other words of similar import used herein in respect of the
      Company, any of its Subsidiaries and/or any of its Affiliates, unless the
      context expressly states otherwise, means the actual knowledge after due inquiry
      of Roberta Lipson, Elyse Beth Silverberg, Lawrence Pemble and Anne Marie
      Moncure.

     

    3.  Purchase
      and Sale of Tranche A Shares and Notes.

     

    Subject
      to the terms and conditions of this Agreement, the Company will issue and sell
      to the Purchaser, and the Purchaser will purchase from the Company at the
      Closing:

     

    (a)  359,195
      shares of the Company’s Class A Common Stock (the “Tranche A
      Shares”) at a purchase price of US$27.84 per share for US$10,000,000
      (“Purchase Price”);

     

    (b)  the
      Company’s Convertible Notes due 2017 of US$1,000,000 principal amount each (the
“Tranche B Notes”), representing an aggregate principal amount
      of US$25,000,000, convertible into shares of the Company’s Class A Common Stock;
      and

     

    (c)  the
      Company’s Convertible Notes due 2017 of US$1,000,000 principal amount each (the
“Tranche C Notes,” and together with Tranche B Notes, the
“Notes”), representing an aggregate principal
      amount of
      US$15,000,000, convertible into shares of the Company’s Class A Common Stock,
provided that the Undelivered Portion of Tranche C Notes (as defined
      below) shall be treated as provided in Section 4(b) below in order that the
      transactions contemplated hereby comply in full with NASDAQ Marketplace Rule
      4350(i)(1)(D) (“Rule 4350”).

     

    The
      Purchaser understands that the Securities are being offered and sold to it
      in
      reliance on the safe harbor provided by Regulation S under the Act so that
      the
      registration requirements of the Act do not apply and that the Company is
      relying on the truth and accuracy of the representations, warranties and
      agreements of the Purchaser set forth in Section 7 of this agreement in relying
      on such safe harbor.

     

    4.  Closing
      and Delivery.

     

    
      (a)           Upon
        the terms and subject to the conditions set forth in this Agreement, the
        issue
        and sale to the Purchaser of the Tranche A Shares and the Notes under this
        Agreement (the

    


    
      
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    “Closing”)
      shall occur at the Beijing office of Milbank, Tweed, Hadley & McCloy LLP, or
      at such other place as the Company and the Purchaser mutually agree, at or
      about
      9:30 a.m., Beijing time, on the third (3rd) Business Day after all of the
      conditions set forth in Section 8 have been satisfied or, in the sole discretion
      of the Purchaser, waived or on such other time or Business Day on or prior
      to
      December 31, 2007 as may be mutually agreed upon by the Company and the
      Purchaser (the “Closing Date”).  At the Closing:

     

    
      (i)           The
        Company shall

       

      (1)           deliver
        to the Purchaser a share certificate or certificates duly endorsed to the
        Purchaser representing such number of the Tranche A Shares as provided in
        Section 3(a);

       

      (2)           have
        duly registered the name of the Purchaser with the Company’s transfer agent as
        record owner of the number of Tranche A Shares sold to the
        Purchaser;

       

      (3)           deliver
        to the Purchaser the Tranche B Notes as provided in Section 3(b), registered
        in
        the name of the Purchaser;

       

      (4)           subject
        to the satisfaction of the condition required under Section 3(c), deliver
        to the
        Purchaser the Tranche C Notes as provided in Section 3(c), registered in
        the
        name of the Purchaser; and

       

      (5)           deliver
        to the Purchaser the Transaction Documents to which it is a party duly executed
        by  the Company.

       

      (ii)           The
        Purchaser shall

       

      (1)           deliver
        to the Company the purchase price in the amount of US$10,000,000 for the
        Tranche
        A Shares pursuant to Section 3(a) by wire transfer of immediately available
        funds to an account of the Company, which shall be designated by the Company
        at
        least two (2) Business Days prior to the Closing Date;

       

      (2)           deliver
        to the Company the purchase price in the amount of US$25,000,000 for the
        Tranche
        B Notes pursuant to Section 3(b) by wire transfer of immediately available
        funds
        to an account of the Company, which shall be designated by the Company at
        least
        two (2) Business Days prior to the Closing Date;

       

      (3)           subject
        to the satisfaction of the condition required under Section 3(c), deliver
        to the
        Company the purchase price in the amount of US$15,000,000 for the Tranche
        C
        Notes pursuant to Section 3(c) by wire transfer of immediately available
        funds
        to an account of the Company, which shall be designated by the Company at
        least
        two (2) Business Days prior to the Closing Date; and

       

      (4)           deliver
        to the Company the Transaction Documents to which it is a party duly executed
        by  the Purchaser.

       

      (b)           If
        the shareholders’ approval requirement under Rule 4350 has not been satisfied
        prior to the Closing in respect of any portion of the Tranche C Notes, on
        the
        Closing Date:

       

      (i)           the
        Company shall deliver to the Purchaser global certificates representing such
        portion of the Tranche C Notes that, when the Conversion Shares issuable
        upon
        the

       

    


    
      
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    conversion
      of such portion of the Tranche C Notes are aggregated with the Tranche A Shares
      and the Conversion Shares issuable upon conversion of the Tranche B Notes,
      represent approximately 19.9% (or such other percentage as close to 19.9% as
      possible based on rounding such portion of the Tranche C Notes to US$1,000,000
      or a multiple of US$1,000,000 so that no change to the Tranche C Notes
      denomination will be required)  of the issued and outstanding shares
      of the Company’s Common Stock (the “Delivered Portion of Tranche C
      Notes”) against payment by the Purchaser of the purchase price in an
      amount proportionate to the Delivered Portion of Tranche C Notes by wire
      transfer of immediately available funds to an account of the Company, which
      shall be designated by the Company at least two (2) Business Days prior to
      the
      date of payment.

     

    
      (ii)           The
        Company shall deliver to the Escrow Agent certificates representing the balance
        of the Tranche C Notes and the Delivered Portion of Tranche C Notes (the
        “Undelivered Portion of Tranche C Notes”) under an escrow
        agreement containing customary terms under such circumstances to be executed
        by
        the parties.

       

      (iii)           Upon
        the satisfaction of the shareholders’ approval requirement of Rule 4350, as
        evidenced by a true and certified copy of the shareholders resolution or
        consent
        to that effect delivered to the Purchaser as soon as practicable and in no
        event
        later than January 31, 2008 following the Closing Date (the “Tranche C
        Delivery Date”) and subject to (x) all the representations and
        warranties under Section 5 remain true and correct as of such date and (y)
        all
        the covenants under Section 6 are performed, satisfied and complied with
        at or
        prior to such date, the Escrow Agent shall, and the Company shall cause the
        Escrow Agent, to deliver to the Purchaser the certificates representing the
        Undelivered Portion of Tranche C Notes held in escrow against payment by
        the
        Purchaser of the purchase price in the amount proportionate to the Undelivered
        Portion of Tranche C Notes pursuant to Section 3(c) by wire transfer of
        immediately available funds to an account of the Company, which shall be
        designated by the Company at least two (2) Business Days prior to the date
        of
        payment; provided, that after January 31, 2008, either the Company or the
        Purchaser shall have the right to elect to direct the Escrow Agent to return
        the
        certificates representing the Undelivered Portion of Tranche C Notes and
        terminate this Agreement with respect to the Undelivered Portion of Tranche
        C
        Notes; provided, further, that in the event the Escrow Agent
        fails for any reason to deliver to the Purchaser the certificates held in
        escrow
        (unless such failure is the fault of the Purchaser), the Company shall have
        such
        certificates cancelled and issue and deliver promptly to the Purchaser new
        certificates representing the Undelivered Portion of Tranche C
        Notes.

    

     

    5.  Representations
      and Warranties of the Company.  Except as set forth in
      (i) the Disclosure Schedule to be made part of this Agreement
      (“Disclosure Schedule”) or (ii) any SEC Reports filed by the
      Company including the exhibits incorporated by reference since March 31, 2007
      (the “Balance Sheet Date”) prior to the Closing Date, which
      exceptions shall be deemed part of the representations and warranties made
      hereunder, the Company represents and warrants to the Purchaser the following
      as
      of the date of this Agreement, and such representations and warranties shall
      be
      deemed to also be made as of the Closing Date (if different from the date of
      this Agreement) and the Tranche C Delivery Date (if different from the Closing
      Date), provided that each representation or warranty deemed to be made
      after the date of this Agreement shall be deemed to be made by reference to
      the
      facts and circumstances existing at the date on which such representation or
      warranty is deemed to be made (except that, for the avoidance of doubt, any
      representation or warranty that is expressed to be made by reference to the
      facts and circumstances existing as at a specific date shall be made by
      reference to the facts and circumstances existing as at such specific
      date);

     

    (a)  Organization,
      Good Standing and Qualification.  The Company is a corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware and has full

     


    
      
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    corporate
      power and authority to conduct its business as currently
      conducted.  Each Group Company is duly  organized, validly
      existing and in good standing under the laws of the jurisdiction(s) where it
      is
      organized and/or conducts its business, and has full corporate power and
      authority to conduct its business as currently conducted.  The Company
      is duly qualified to do business as a foreign corporation and is in good
      standing in all jurisdictions in which the character of the property owned
      or
      leased or the nature of the business transacted by it makes qualification
      necessary, except where the failure to be so qualified would not be reasonably
      expected to have a Material Adverse Effect.  The Charter Documents of
      each of the Subsidiaries organized and existing under the PRC laws are valid
      and
      have been duly approved or registered (as required) by competent PRC
      Governmental Authorities.

     

    (b)  Capitalization
      and Voting Rights.  All of the issued and outstanding shares of
      the Company’s capital stock as of the Closing are duly authorized, validly
      issued, fully paid and non-assessable, were issued in accordance with the
      registration or qualification provisions of the Act, if applicable, and any
      relevant “blue sky” laws of the United States, if applicable, or pursuant to
      valid exemptions therefrom and were issued in compliance with other applicable
      laws (including, without limitation, applicable PRC or Delaware laws, rules
      and
      regulations) and are not subject to any rescission right or put right on the
      part of the holder thereof nor does any holder thereof have the right to require
      the Company to repurchase such capital stock. The authorized capital stock
      of
      the Company consists of shares of stock of all classes.

     

    
      (i)  The
        authorized capital stock is divided into 28,700,000 shares of Common Stock,
        $0.01 par value per share, including 3,200,000 shares designated as Class
        B
        Common Stock, and 500,000 shares of Preferred Stock, $0.01 par value per
        share
        (the “Preferred Stock”).  As of the date hereof,
        there were 6,690,242 shares of Class A Common Stock issued and outstanding,
        775,000 shares of Class B Common Stock issued and outstanding and no shares
        of
        Preferred Stock issued and outstanding.  As of September 30, 2007, the
        Company (x) had reserved an aggregate of one million shares of Common Stock
        for
        issuance to employees, directors and consultants pursuant to the Company’s 1994
        Stock Option Plan, 2004 Stock Incentive Plan and 2007 Stock Incentive Plan,
        of
        which approximately 321,334 shares of Class A Common Stock are subject to
        outstanding, unexercised options as of such date and (y) has issued and
        outstanding warrants to purchase an aggregate of 430,559 shares of Common
        Stock
        of the Company pursuant to the 2004 and 2005 Securities Purchase Agreements
        as
        filed in the related SEC Reports.  Other than as set forth above or as
        contemplated in the SEC Reports or this Agreement, there are no other options,
        warrants, calls, rights, commitments or agreements of any character to which
        any
        Group Company is a party or by which either any Group Company is bound or
        obligating any Group Company to issue, deliver, sell, repurchase or redeem,
        or
        cause to be issued, delivered, sold, repurchased or redeemed, any shares
        of the
        capital stock of such Group Company or obligating such Group Company to grant,
        extend or enter into any such option, warrant, call, right, commitment or
        agreement.

       

      (ii)  Voting
        and Other Agreements.  The Company is not a party to any
        agreement, written or oral, and there is no agreement, written or oral, with
        any
        Person that requires (x) the voting or giving of written consents with respect
        to any security of the Company (including, without limitation, any voting
        agreements, voting trust agreements, shareholder agreements) or the voting
        by a
        director of the Company, (y) the sale, transfer or other disposition with
        respect to any security of the Company or (z) any restrictions with respect
        to
        the issuance or sale of any of the Securities or the consummation of the
        transactions contemplated under the Transaction Documents.

       

    

    (c)  Issuance
      of Tranche A Shares.  The issuance of the Tranche A Shares has
      been duly and validly authorized by all necessary corporate and stockholder
      action, and the Tranche A Shares, when issued and paid for pursuant to this
      Agreement, will be validly issued, fully paid and non-assessable

     


    
      
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    shares
      of
      Class A Common Stock, free from all Liens and free of any restrictions on
      transfer other than contemplated by the Transaction Documents and Applicable
      Law.

     

    (d)  Issuance
      of Notes. The Notes, when issued and paid for pursuant to this Agreement,
      will be duly executed and delivered and will constitute legal, valid and binding
      obligations of the Company, enforceable against the Company in accordance with
      their terms, except as (i) the enforceability thereof may be limited by
      bankruptcy, insolvency (including, without limitation, all laws relating to
      fraudulent transfers), reorganization, moratorium or similar laws affecting
      the
      enforcement of creditors’ rights generally and (ii) rights of acceleration, if
      any, and the availability of equitable remedies may be limited by equitable
      principles of general applicability (regardless of whether considered in a
      Proceeding in equity or at law).

     

    (e)  Issuance
      of Conversion Shares.  The Conversion Shares have been duly and
      validly reserved for issuance by the Company and, when issued pursuant to the
      terms of the Notes, will be validly issued, fully paid and non-assessable,
      free
      from all Liens and free of restrictions on transfer other than as contemplated
      by the Transaction Documents and Applicable Law.

     

    (f)  Authorization;
      Enforceability.  The Company has all requisite corporate right,
      power and authority to enter into each Transaction Document and to consummate
      the transactions contemplated thereby. Each Transaction Document has been duly
      executed and delivered by the Company and constitutes the legal, valid and
      binding obligation of the Company, enforceable against the Company in accordance
      with its terms, except as (i) the enforceability thereof may be limited by
      bankruptcy, insolvency (including, without limitation, all laws relating to
      fraudulent transfers), reorganization, moratorium or similar laws affecting
      the
      enforcement of creditors’ rights generally and (ii) rights of acceleration, if
      any, and the availability of equitable remedies may be limited by equitable
      principles of general applicability (regardless of whether considered in a
      Proceeding in equity or at law). There are no preemptive rights or rights of
      first refusal on behalf of any Person applicable to the issuance of any of
      the
      Securities.

     

    (g)  No
      Conflict; Governmental and Other Consents.

     

    (i)  The
      execution, delivery and performance by the Company of the Transaction Documents
      and the consummation of the transactions contemplated thereby will not result
      in
      the violation of any Applicable Law or of any provision of the Certificate
      of
      Incorporation or Bylaws, each as amended to date, of the Company or any of
      the
      Group Companies, and will not conflict with, or result in a breach or violation
      of, any of the terms or provisions of, or constitute (with due notice or lapse
      of time or both) a default under, any lease, loan agreement, mortgage, security
      agreement, trust indenture or other agreement or instrument to which the
      Company, or any of the Group Company, is a party or by which it is bound or
      to
      which any of its properties or assets is subject, nor result in the creation
      or
      imposition of any Lien upon any of the properties or assets of the Company,
      or
      any of the Group Company, except to the extent that any such violation, conflict
      or breach would not be reasonably likely to have a Material Adverse
      Effect.  No holder of any of the securities of the Company or any of
      its Subsidiaries has any rights (“demand,” “piggyback” or otherwise) to have the
      securities registered by reason of the intention to file, filing or
      effectiveness of a registration statement pursuant to the Act and the rules
      and
      regulations promulgated thereunder.

     

    (ii)  No
      consent, approval, authorization or other order of any Governmental Authority
      or
      other third-party is required to be obtained by the Company in connection with
      the authorization, execution and delivery of this Agreement or with the
      authorization, issue and sale of the Securities hereunder, except such
      post-Closing filings as may be required to be made with the

     


    
      
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    Commission,
      NASDAQ and with any state or foreign blue sky or securities regulatory authority
      and the draft notice filed under the NASDAQ Marketplace Rule 4310, which is
      not
      in strict compliance with the notice period requirements under Rule
      4310.

     

    (h)  Permits.  Except
      as set forth in the Disclosure Schedule, each of the Group Companies possesses
      all material Permits from, and has made all material declarations and filings
      with, all Governmental Authorities, presently required or necessary to own
      or
      lease, as the case may be, and to operate their respective properties and to
      carry on their respective businesses as now conducted.  All of such
      Permits are valid and in full force and effect.  Each of the Group
      Companies has fulfilled and performed all of its respective obligations with
      respect to such Permits and no event has occurred which allows, or after notice
      or lapse of time would allow, revocation or termination thereof or result in
      any
      other material impairment of the rights of the holder of any such
      Permit.  None of the Group Companies has received actual notice of any
      Proceeding relating to revocation or modification of any such
      Permit.

     

    (i)  Compliance
      with Instruments.  None of the Group Companies is in violation of
      its Charter Documents.  None of the Group Companies is in breach of or
      in default of any Material Contracts or under any bond, debenture, note or
      other
      evidence of indebtedness, indenture, mortgage, deed of trust, lease or any
      other
      agreement or instrument to which any of them is a party or by which any of
      them
      or their respective property is bound except where such breach or default would
      not have a Material Adverse Effect.

     

    (j)  Litigation.  There
      are no pending or, to the Company’s knowledge, threatened, legal or governmental
      Proceedings against the Company, which, if adversely determined, would be
      reasonably likely to have a Material Adverse Effect.  There is no
      action, suit, Proceeding, inquiry or investigation before or by any court,
      public board or body (including, without limitation, the Commission) pending
      or,
      to the knowledge of the Company, threatened against or affecting the Company
      or
      any of its Subsidiaries wherein an unfavorable decision, ruling or finding
      could
      adversely affect the validity or enforceability of, or the authority or ability
      of the Company to perform its obligations under the Transaction
      Documents.

     

    (k)  Accuracy
      of Reports.  All reports required to be filed by the Company
      within the two years prior to the date of this Agreement (the “SEC
      Reports”) under the Exchange Act have been filed with the Commission,
      complied at the time of filing in all material respects with the requirements
      of
      their respective forms except for the absence of the 2005 IFC Facility from
      the
      exhibit of the relevant SEC Reports and, except to the extent amended, updated
      or superseded by any subsequently filed report, were complete and correct in
      all
      material respects as of the dates at which the information was furnished, and
      contained (as of such dates) no untrue statements of a material fact nor omitted
      to state any material fact necessary in order to make the statements contained
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    (l)  Financial
      Information.  The Company’s financial statements for the past
      three years prior to the date hereof that appear in the SEC Reports have been
      prepared in accordance with GAAP, except in the case of unaudited statements,
      as
      permitted by Form 10-Q of the SEC or as may be indicated therein or in the
      notes
      thereto, applied on a consistent basis throughout the periods indicated and
      such
      financial statements fairly present in all material respects the financial
      condition and results of operations of the Company and the Subsidiaries as
      of
      the dates and for the periods indicated therein. Subsequent to the Balance
      Sheet
      Date, (A) none of the Group Companies has incurred any liabilities, direct
      or
      contingent, that are material, individually or in the aggregate, to such Group
      Company, or has entered into any material transactions not in the ordinary
      course of business, (B) there has not been any decrease in the capital stock
      or
      any material increase in indebtedness of the Group Companies for
      money

     


    
      
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          Agreement

      

      
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    borrowed
      or guaranteed beyond US$2,000,000, or any payment of or declaration to pay
      any
      dividends or any other distribution with respect to the Group
      Companies other than Group Companies that are wholly-owned Subsidiaries of
      the Company, and (C) there has not been any change in the business, management,
      operations or financial condition of any Group Company that would be reasonably
      likely to have a Material Adverse Effect.

     

    (m)  Accounting
      Controls.  The Company and each of its Subsidiaries maintains a
      system of internal accounting controls sufficient to provide reasonable
      assurances that (i) transactions are executed in accordance with management’s
      general or specific authorization; (ii) transactions are recorded as necessary
      to permit preparation of financial statements in conformity with GAAP and to
      maintain accountability for assets; (iii) access to assets is permitted only
      in
      accordance with management’s general or specific authorization; and (iv) the
      recorded accountability for assets is compared with existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

     

    (n)  Sarbanes-Oxley
      Act of 2002.  The Company is in compliance, in all material
      respects, with all applicable provisions of the Sarbanes-Oxley Act of 2002
      and
      all rules and regulations promulgated thereunder.

     

    (o)  Investment
      Company.  The Company is not an “investment company” within the
      meaning of such term under the Investment Company Act of 1940, as amended,
      and
      the rules and regulations of the Commission thereunder.

     

    (p)  Subsidiaries.  To
      the extent required under applicable Commission rules, Exhibit 21.1 to the
      Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007,
      sets forth each Subsidiary of the Company, showing the jurisdiction of its
      incorporation or organization.

     

    
      (1)  All
        of
        the outstanding shares of capital stock or similar equity interests of each
        Subsidiary owned or controlled, directly or indirectly, by the Company and/or
        its Subsidiaries, have been validly issued, are fully paid and are owned
        (except
        with respect to the Clinics) or controlled by the Company and/or its Subsidiary
        free and clear of any Lien except under the 2005 IFC Facility.

       

      (2)  No
        Group
        Company is a party to, or otherwise subject to any legal restriction or any
        agreement (other than this Agreement) restricting the ability of such Subsidiary
        to pay dividends out of profits or make any other similar distributions of
        profits to the Company or any of its Subsidiaries that owns outstanding shares
        of capital stock or similar equity interests of such Subsidiary.

       

    

    (q)  Indebtedness.
      Except as set forth in the Disclosure Schedule, the financial statements in
      the
      SEC Reports reflect, to the extent required, as of the date thereof all
      outstanding secured and unsecured Debt (as defined in the Investor Rights
      Agreement) of the Company or any Subsidiary, or for which the Company or any
      Subsidiary has commitments.

     

    (r)  Material
      Agreements.  Except as set forth in the Disclosure Schedule,
      neither the Company nor any Subsidiary is a party to any written or oral
      contract, instrument, agreement, commitment, obligation, plan or arrangement,
      a
      copy of which would be required to be filed with the SEC as an exhibit to Form
      10-K (each, a “Material Agreement”).  The Company and
      each of its Subsidiaries has in all material respects performed all the
      obligations required to be performed by them to date under the foregoing
      agreements, have received no notice of default by the Company or the Subsidiary
      that is a party thereto, as the case may be, and, to the Company’s knowledge,
      are not in default under any Material

     


    
      
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    Agreement
      now in effect, the result of which would be reasonably likely to have a Material
      Adverse Effect.

     

    (s)  Transactions
      with Affiliates.  Except as set forth in the Disclosure Schedule
      and other employee or director compensation arrangements, there are no loans,
      leases, agreements, contracts, royalty agreements, management contracts or
      arrangements or other continuing transactions with aggregate obligations of
      any
      party exceeding $120,000 between (a) the Company, any Subsidiary or any of
      their
      respective customers or suppliers on the one hand, and (b) on the other hand,
      any Person who would be covered by Item 404(a) of Regulation S-K promulgated
      under the Act or any company or other entity controlled by such
      Person.

     

    (t)  Taxes.  The
      Company and each Subsidiary has prepared and filed all federal, state, local,
      foreign and other tax returns for income, gross receipts, sales, use and other
      taxes and custom duties (“Taxes”) required by law to be filed
      by it.  Such filed tax returns are complete and accurate, except for
      such omissions and inaccuracies which, individually or in the aggregate, do
      not
      and would not have a Material Adverse Effect.  The Company and each
      Subsidiary has paid or made provisions for the payment of all Taxes shown to
      be
      due on such tax returns and all additional assessments, and adequate provisions
      have been and are reflected in the financial statements of the Company and
      the
      Subsidiaries for all current Taxes to which the Company or any Subsidiary is
      subject and which are not currently due and payable, except for such Taxes
      which, if unpaid, individually or in the aggregate, do not and would not have
      a
      Material Adverse Effect.  None of the federal income tax returns of
      the Company or any Subsidiary for the past five years has been audited by the
      Internal Revenue Service.  The Company has not received written notice
      of any assessments, adjustments or contingent liability (whether federal, state,
      local or foreign) in respect of any Taxes pending or threatened against the
      Company or any Subsidiary for any period which, if unpaid, would have a Material
      Adverse Effect.

     

    (u)  Insurance.  The
      Company and its Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as the Company
      believes are prudent in the businesses in which the Company and its Subsidiaries
      are engaged.  All such insurance policies insuring the Group Companies
      and their respective businesses, assets, employees, officers and directors
      are
      in full force and effect.  Each of the Group Companies is in
      compliance with the terms of such policies and instruments in all material
      respects. Neither the Company nor any of its Subsidiaries has any reason to
      believe that it will not be able to renew its existing insurance coverage as
      and
      when such coverage expires or to obtain similar coverage from similar insurers
      as may be necessary to continue its business without an increase in cost greater
      than general increases in cost experienced for similar companies in similar
      industries with respect to similar coverage.

     

    (v)  Environmental
      Matters.  All real property owned, leased or otherwise operated by
      the Company and its Subsidiaries is free of contamination from any substance,
      waste or material currently identified to be toxic or hazardous pursuant to,
      within the definition of a substance which is toxic or hazardous under, or
      which
      may result in liability under, any Environmental Law, including, without
      limitation, any asbestos, polychlorinated biphenyls, radioactive substance,
      methane, volatile hydrocarbons, industrial solvents, oil or petroleum or
      chemical liquids or solids, liquid or gaseous products, or any other material
      or
      substance (“Hazardous Substance”) which has caused or would
      reasonably be expected to cause or constitute a threat to human health or
      safety, or an environmental hazard in violation of Environmental Law or to
      result in any environmental liabilities that would be reasonably likely to
      have
      a Material Adverse Effect.  Neither the Company nor any of its
      Subsidiaries has caused or suffered to occur any release, spill, migration,
      leakage, discharge, disposal, uncontrolled loss, seepage, or filtration of
      Hazardous Substances that would reasonably be expected to result in
      environmental liabilities that would be reasonably likely to have a Material
      Adverse Effect.  The

     


    
      
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          Agreement

      

      
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    Company
      and each Subsidiary has generated, treated, stored and disposed of any Hazardous
      Substances in compliance with applicable Environmental Laws, except for such
      non-compliances that would not be reasonably likely to have a Material Adverse
      Effect.  The Company and each Subsidiary has obtained, or has applied
      for, and is in compliance with and in good standing under all Permits required
      under Environmental Laws (except for such failures that would not be reasonably
      likely to have a Material Adverse Effect) and neither the Company nor any of
      its
      Subsidiaries has any knowledge of any Proceedings to substantially modify or
      to
      revoke any such permit.  There are no investigations or Proceedings
      pending or, to the Company's knowledge, threatened against the Company, any
      of
      its Subsidiaries or any of the Company’s or its Subsidiaries’ facilities
      relating to Environmental Laws or Hazardous
      Substances.  “Environmental Laws” shall mean all
      federal, national, state, regional and local laws, statutes, ordinances and
      regulations, in each case as amended or supplemented from time to time, and
      any
      judicial or administrative interpretation thereof, including orders, consent
      decrees or judgments relating to the regulation and protection of human health,
      safety, the environment and natural resources.

     

    (w)  Intellectual
      Property Rights and Licenses.  The Company and its Subsidiaries
      own or have the right to use any and all information, know-how, trade secrets,
      patents, copyrights, trademarks, trade names, software, formulae, methods,
      processes and other intangible properties that are of a such nature and
      significance to the business that the failure to own or have the right to use
      such items would have a Material Adverse Effect (“Intellectual Property
      Rights”).  The Company (including its Subsidiaries) has not
      received any notice that it is in conflict with or infringing upon the asserted
      intellectual property rights of others in connection with the Intellectual
      Property Rights, and, to the Company’s knowledge, neither the use of the
      Intellectual Property Rights nor the operation of the Company’s businesses is
      infringing or has infringed upon any intellectual property rights of
      others.  All payments have been duly made that are necessary to
      maintain the Intellectual Property Rights in force.  No claims have
      been made, and to the Company’s knowledge, no claims are threatened, that
      challenge the validity or scope of any material Intellectual Property Rights
      of
      the Company or any of its Subsidiaries.  The Company and each of its
      Subsidiaries have taken reasonable steps to obtain and maintain in force all
      licenses and other permissions under Intellectual Property Rights of third
      parties necessary to conduct their businesses as heretofore conducted by them,
      and now being conducted by them, and as expected to be conducted, and neither
      the Company nor any of its Subsidiaries is or has been in material breach of
      any
      such license or other permission.

     

    (x)  Labor,
      Employment and Benefit Matters.  None of the Subsidiaries is bound
      by or subject to a collective bargaining agreement or similar written
      agreement with any organization representing its
      employees.  There are no existing, or to the Company’s knowledge,
      threatened strikes or other labor disputes against the Company or any of its
      Subsidiaries that would be reasonably likely to have a Material Adverse
      Effect.  Except as set forth in the Disclosure Schedule, there is no
      organizing activity involving employees of the Company or any of its
      Subsidiaries pending or, to the Company’s or its Subsidiaries’ knowledge,
      threatened by any labor union or group of employees.  There are no
      representation Proceedings pending or, to the Company’s or its Subsidiaries’
knowledge, threatened with the U.S. National Labor Relations Board, and no
      labor
      organization or group of employees of the Company or its Subsidiaries has made
      a
      pending demand for recognition. 

     

    (y)  ERISA
      Matter.  None of the Company nor any of its Subsidiaries (i) has
      terminated any “employee pension benefit plan” as defined in Section 3(2) of
      ERISA (as defined below) under circumstances that present a material risk of
      the
      Company or any of its Subsidiaries incurring any liability or obligation that
      would be reasonably likely to have a Material Adverse Effect, or (ii) has
      incurred or expects to incur any outstanding liability under Title IV of the
      Employee Retirement Income Security Act of 1974, as amended and all rules and
      regulations promulgated thereunder (“ERISA”).

     


    
      
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    (z)  Investment
      Company.  None of the Group Companies is, and as a result of the
      offer and sale of the Securities contemplated herein will not be, required
      to
      register as an “investment company” under, and as such term is defined in, the
      U.S. Investment Company Act of 1940, as amended in connection with or as a
      result of the application of the proceeds from the sale of the
      Securities.

     

    (aa)  Compliance
      with Law.  All Group Companies are in compliance in all material
      respects with all Applicable Laws, except for such noncompliance that would
      not
      reasonably be likely to have a Material Adverse Effect.  None of the
      Group Companies has received any notice of, nor does the Company have any
      knowledge of, any violation (or of any investigation, inspection, audit or
      other
      Proceeding by any Governmental Authority involving allegations of any violation)
      of any Applicable Law involving or related to any Group Company which has not
      been dismissed or otherwise disposed of that would be reasonably likely to
      have
      a Material Adverse Effect.  None of the Group Companies has received
      notice or otherwise has any knowledge that the Company is charged with,
      threatened with or under investigation with respect to, any violation of any
      Applicable Law that would reasonably be likely to have a Material Adverse
      Effect.  Each Group Company and its directors, officers, employees and
      agents or other person acting under and with its express authorization have
      complied in all respects with the Foreign Corrupt Practices Act of 1977, as
      amended, and any rules and regulations promulgated thereunder (the
“FCPA”).

     

    (bb)  Money
      Laundering Laws.  The operations of each of the Group Companies
      are and have been conducted at all times in compliance with the money laundering
      statutes of applicable jurisdictions, the rules and regulations thereunder
      and
      any related or similar rules, regulations or guidelines, issued, administered
      or
      enforced by any applicable governmental agency (collectively, the “Money
      Laundering Laws”) and no action, suit or proceeding by or before any
      court or governmental agency, authority or body or any arbitrator involving
      any
      of the Group Companies with respect to the Money Laundering Laws is pending
      or,
      to the Company’s knowledge, threatened.

     

    (cc)  Ownership
      of Property.  Except as set forth in the Disclosure Schedule, each
      of the Company and its Subsidiaries has (i) good and marketable fee simple
      title
      to its owned real property, if any, free and clear of all Liens, except for
      Liens permitted by this Agreement; (ii) a valid leasehold interest in all leased
      real property, and each of such leases is valid and enforceable in accordance
      with its terms (subject to laws of general application relating to bankruptcy,
      insolvency and the relief of debtors and rules of law governing specific
      performance, injunctive relief or other equitable remedies, and to limitations
      of public policy), and is in full force and effect, and (iii) good title to,
      or
      valid leasehold interests in, all of its other properties and assets free and
      clear of all Liens, except as set forth in the Disclosure Schedule, or which
      otherwise do not individually or in the aggregate have a Material Adverse
      Effect.

     

    (dd)  Compliance
      with NASDAQ Listing Requirements. The Company is in compliance in all
      material respects with all currently effective NASDAQ continued listing
      requirements and corporate governance requirements as applied to the Company
      except for the draft notice filed under the NASDAQ Marketplace Rule 4310, which
      is not in strict compliance with the notice period requirements under Rule
      4310.  The Company’s Class A Common Stock is registered pursuant to
      Section 12(g) of the Exchange Act and is listed on NASDAQ, trading in the Class
      A Common Stock has not been suspended, and the Company has taken no action
      designed to terminate, or likely to have the effect of terminating, the
      registration of the Class A Common Stock under the Exchange Act or de-listing
      the Class A Common Stock from NASDAQ.

     

    (ee)  No
      Integrated Offering. Assuming the accuracy of the Purchaser’s
      representations and warranties set forth herein, neither the Company, nor any
      of
      its Affiliates or other

     


    
      
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    Person
      acting on the Company’s behalf has, directly or indirectly, made any offers or
      sales of any security or solicited any offers to buy any Common Stock that
      would
      cause the sale of the Securities pursuant to this Agreement to be integrated
      with prior offerings of the Company for purposes of the Act, when such
      integration would cause such sale not to be exempt from the requirements of
      Section 5 of the Act.

     

    (ff)  General
      Solicitation. Neither the Company nor, to its knowledge, any Person acting
      on behalf of the Company, has offered or sold any Class A Common Stock by any
      form of “general solicitation” within the meaning of Rule 502 under the
      Act.  To the knowledge of the Company, no Person acting on its behalf
      has offered any Class A Common Stock for sale other than to the Purchaser and
      certain other “accredited investors” within the meaning of Rule 501 under the
      Act.

     

    (gg)  No
      Registration.  Assuming the accuracy of the representations and
      warranties made by, and compliance with the covenants of, the Purchasers herein,
      no registration of the Securities under the Act is required in connection with
      the offer and sale of the Securities by the Company to the Purchasers as
      contemplated by this Agreement.

     

    (hh)  No
      Stabilization.  The Company has not and, no one acting on its
      behalf has, (i) taken, directly or indirectly, any action designed to cause
      or
      to result in, or that has constituted or which might reasonably be expected
      to
      constitute, the stabilization or manipulation of the price of any security
      of
      any of the Group Companies to facilitate the sale or resale of any of the
      Securities, (ii) sold, bid for, purchased, or paid anyone any compensation
      for
      soliciting purchases of, the Tranche A Shares and the Notes, or (iii) paid
      or
      agreed to pay to any person any compensation for soliciting another to purchase
      any other securities of the Group Companies.

     

               
      (ii)       The
      Corporate Agreements:

     

    
      (1)  have
        been
        duly authorized, executed and delivered by the Group Companies and the nominee
        shareholders (to the extent they are party thereto) and constitute a legal,
        valid and binding obligation of each such Group Company and nominee
        shareholders, enforceable against such Group Companies and nominee shareholders
        in accordance with their terms unless the non-enforceability would not have
        a
        Material Adverse Effect, except as (i) the enforceability thereof may be
        limited
        by bankruptcy, insolvency (including, without limitation, all laws relating
        to
        fraudulent transfers), reorganization, moratorium or similar laws affecting
        the
        enforcement of creditors’ rights generally and (ii) rights of acceleration, if
        any, and the availability of equitable remedies may be limited by equitable
        principles of general applicability (regardless of whether considered in
        a
        Proceeding in equity or at law);

       

      (2)  have
        been
        effected in compliance with all applicable national, provincial, municipal
        and
        local laws and no consents, approvals, authorizations, orders, registrations
        and
        qualifications by any Governmental Authority, any self-regulatory organization
        or any court of other tribunal or any stock exchange authorities are required
        in
        connection with the Corporate Agreements in all material respects;
        and

       

      (3)  are
        not
        the subject of any action, claim, suit, demand, hearing, notice of violation
        or
        deficiency or proceeding seeking to restrain, enjoin or otherwise challenge
        any
        of the transactions contemplated therein, except to the extent such would
        not,
        individually or in the aggregate, have a Material Adverse
        Effect.

    

     

    (jj)  Disclosure.  The
      Company understands and confirms that the Purchaser will rely on the foregoing
      representations in effecting transactions contemplated under the Transaction
      Documents at the Closing. All documents and materials provided by the Company
      to
      the Purchaser in

     


    
      
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    writing
      in response to a Due Diligence Request List dated October 17, 2007 and all
      information contained in the Disclosure Schedule and the SEC Reports are true
      and correct in all material respects and do not contain any untrue statement
      of
      a material fact or omit to state any material fact necessary in order to make
      the statements made therein, in the light of the circumstances under which
      they
      were made, not misleading.

     

    6.  Covenants
      of the Company.

     

    The
      Company hereby covenants and agrees, and to the extent permitted by the
      Applicable Law, agrees to cause each of other Group Companies to
      undertake:

     

    (a)  During
      the 90-days period commencing on the date hereof and prior to making any public
      disclosure or filings as may be required by Applicable Laws with respect to
      any
      of the Transaction Documents and the transactions contemplated hereby and
      thereby, to provide the Purchaser and its counsel with the reasonable
      opportunity to review and comment on such public disclosure documents and
      consider in good faith any comments received by the Purchaser or its
      counsel.

     

    (b)  To
      pay
      all stamp, documentary and transfer taxes and other duties, if any, which may
      be
      imposed by any Governmental Authorities or any political subdivision thereof
      or
      taxing authority thereof or therein with respect to the initial issuance of
      the
      Tranche A Shares and the Notes or the sale thereof to the
      Purchaser.

     

    (c)  The
      Company will use its commercially reasonable efforts not to become, and cause
      its Subsidiaries not to become, a “passive foreign investment company” within
      the meaning of Section 1297 of the Internal Revenue Code of 1986
      (“PFIC”).  If the Company has knowledge that it or
      any of its Subsidiaries has become a PFIC, the Company will promptly notify
      the
      Purchaser and provide all information relating to the Company reasonably
      requested by the Purchaser that is necessary for it to make a qualified electing
      fund (QEF) election.

     

    (d)  Prior
      to
      and following the Closing Date, each of the Clinics and the relevant Group
      Companies, as the case may be, shall not amend or waive, fail to exercise its
      rights, assign or transfer, terminate suspend or abandon, all or any part of
      a
      Corporate Agreement such that it would have a Material Adverse
      Effect.  The Clinics and the relevant Group Companies, as the case may
      be, shall not, without the prior consent of the Company, pay any dividends
      out
      of profits or make any other similar distributions of profits to its
      shareholders.

     

    (e)  Each
      Group Company and its directors, officers, employees and agents or other person
      acting under and with its express authorization will comply in all respects
      with
      the Foreign Corrupt Practices Act of 1977, as amended, and any rules and
      regulations promulgated thereunder.

     

    7.  Purchaser’s
      Representations, Warranties and
      Agreements.  

     

    (A)             The
      Purchaser represents and warrants to the Company that:

     

    (a)  The
      Purchaser is duly  organized, validly existing and in good standing
      under the laws of the State of Delaware of the United States.

     

    (b)  The
      Purchaser has all requisite power and authority to enter into this Agreement
      and
      to consummate the transactions contemplated hereby. This Agreement has been
      duly
      executed and delivered by the Purchaser and constitutes the legal, valid and
      binding obligation of the Purchaser,

     


    
      
        Purchase
          Agreement

      

      
        16

        
          

        

      

      
        
        

      

    


    enforceable
      against the Purchaser in accordance with its terms except as (i) the
      enforceability thereof may be limited by bankruptcy, insolvency (including,
      without limitation, all laws relating to fraudulent transfers), reorganization,
      moratorium or similar laws affecting the enforcement of creditors’ rights
      generally and (ii) rights of acceleration, if any, and the availability of
      equitable remedies may be limited by equitable principles of general
      applicability (regardless of whether considered in a Proceeding in equity or
      at
      law).

     

    (c)  The
      execution and delivery by the Purchaser of this Agreement and the consummation
      of the transactions contemplated hereby will not result in the violation of
      any
      law, statute, rule, regulation, order, writ, injunction, judgment or decree
      of
      any court or Governmental Authority to or by which the Purchaser is
      bound.  No consent, approval, authorization or other order of any
      Governmental Authority or other third-party is required to be obtained by the
      Purchaser in connection with the authorization, execution and delivery of this
      Agreement.

     

    (d)  Purchaser
      and its officers and agents have incurred no obligation or liability, contingent
      or otherwise, for brokerage or finders’ fees or agents’ commissions or other
      similar payment in connection with this Agreement and will indemnify and hold
      the Company harmless from any such payment alleged to be due by or through
      Purchaser as a result of the action of Purchaser or its officers or
      agents.

     

    (e)  The
      Purchaser has sufficient knowledge and experience in financial, tax and business
      matters to enable the Purchaser to utilize the information made available to
      the
      Purchaser in connection with the transactions contemplated hereby, to evaluate
      the merits and risks of an investment in the Securities and to make an informed
      investment decision with respect to an investment in the
      Securities.

     

    (f)  The
      Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S) and it
      understands that no action has been or will be taken in any jurisdiction by
      the
      Company that would permit a public offering of the Securities in any country
      or
      jurisdiction where action for that purpose is required.  The Purchaser
      is not acquiring the Securities for the account or benefit of any U.S. Persons
      except in accordance with exemption from registration requirements of the Act
      below or in a transaction not subject thereto.

     

    (g)  The
      purchaser did not become aware of the Company or the Securities through any
      form
      of “directed selling efforts” (as defined in Rule 902 of Regulation S), general
      solicitation or general advertising in violation of the Act has been or will
      be
      used nor will any offers by means of any directed selling efforts in the United
      States be made by the Purchaser or any of its representatives in connection
      with
      the offer and sale of any of the Securities.

     

    (h)  At
      the
      time of the origination of contact concerning the transactions contemplated
      by
      this Agreement and on the date of execution and delivery of this Agreement
      by
      the Purchaser, the Purchaser was outside of the United States.

     

    (i)  No
      sale
      of the Notes to any one subsequent purchaser will be for less than US$1,000,000
      principal amount and no Note will be issued in a smaller principal
      amount.

     

    (B)             The
      Purchaser agrees with the Company as follows:

     

    (a)             The
      Purchaser acknowledges that the Tranche A Shares, the Notes and the Conversion
      Shares are “restricted securities” as defined in Rule 144 under the
      Act.

     


    
      
        Purchase
          Agreement

      

      
        17

        
          

        

      

      
        
        

      

    


    (c)             The
      Purchaser and the Company agree that the Company will refuse to register any
      transfer to the Tranche A Shares, the Notes or the Conversion Shares not made
      in
      accordance with the provisions of Regulation S under the Act, pursuant to
      registration under the Act, or pursuant to an available exemption from
      registration.

     

    (d)             The
      Purchaser agrees to resell the Tranche A Shares, the Notes and the Conversion
      Shares only in accordance with the provisions of Regulation S under the Act,
      pursuant to registration under the Act, or pursuant to an available exemption
      from registration pursuant to the Act.

     

    (e)             The
      Purchaser acknowledges and agrees that all certificates representing the Tranche
      A Shares, the Notes and the Conversion Shares will be endorsed with the
      following legend in accordance with Regulations S under the Act:

     

    “THE
      SECURITIES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1993 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON THE
      SAFE HARBOR PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES
      MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
      REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
      REGISTRATION UNDER THE ACT.”

     

    (f)             The
      Purchase consents to the Company making a notation on its records and giving
      instructions to any transfer agent of the Company in order to implement the
      restrictions on transfer of the Securities set forth in this
      Agreement.

     

    8.  Conditions
      Precedent to the Obligation of the Purchaser to
      Purchasethe Tranche A Shares and the
      Notes.

     

    The
      Purchaser’s obligation to consummate the transactions as contemplated under this
      Agreement is subject to the satisfaction or waiver, on or before the Closing,
      of
      each of the following conditions, to the extent applicable:

     

    (a)  All
      the
      representations and warranties regarding all Group Companies contained in each
      Transaction Documents shall be true and correct in all material respects as
      of
      the date hereof and at the Closing Date.  The Company shall have
      performed, satisfied and complied with, in all material respects to the
      Purchaser’s satisfaction in its sole discretion, all covenants, agreements and
      conditions required by the Transaction Documents to be performed, satisfied
      or
      complied with by them at or prior to the Closing.

     

    (b)  No
      injunction, restraining order or order of similar nature by a Governmental
      Authority shall have been issued as of the Closing Date that would prevent
      or
      materially interfere with the consummation of the transactions contemplated
      under the Transaction Documents; and no stop order suspending the qualification
      or exemption from qualification of any of the Securities in any jurisdiction
      shall have been issued and no Proceeding for that purpose shall have been
      commenced or, to the knowledge of the Company, be pending or threatened as
      of
      the Closing Date.

     


    
      
        Purchase
          Agreement

      

      
        18

        
          

        

      

      
        
        

      

    


    (c)  No
      action
      shall have been taken by any Governmental Authority and no Applicable Law shall
      have been enacted, adopted or issued that would, as of the Closing Date, prevent
      the consummation of the transactions contemplated under the Transaction
      Documents.

     

    (d)  The
      Company shall have obtained any and all approvals, consents and waivers
      necessary for the consummation of the transactions contemplated under the
      Transaction Documents as of Closing in accordance with the terms hereof,
      including, but not limited to, all applicable Permits, authorizations, approvals
      or consents of any Governmental Authority.

     

    (e)  The
      Purchaser will not be deemed as an “Acquiring Person” under the Rights Agreement
      dated June 4, 2007 between the Company and American Stock Transfer & Trust
      Company as the rights agent, which shall have been amended prior to the Closing
      in the form attached hereto as Exhibit E and shall be treated, for all
      purposes and in respect of all rights and obligations, on a parity with all
      other holders of Class A Common Stock of the Company.

     

    (f)  The
      Purchaser shall have received on the Closing Date:

     

    
      (1)  a
        certificate dated the Closing Date, signed by the Chief Executive Officer
        of the
        Company on behalf of the Company to the effect that (w) the representations
        and
        warranties set forth in Section 5 are true and correct with the same force
        and
        effect as though expressly made at and as of the Closing Date, except for
        those
        representations and warranties that speak as of a specified date, which shall
        be
        true and correct in all material respects on and as of such date, (x) the
        Company has complied with all agreements and satisfied all conditions on
        its
        part to be performed or satisfied hereunder at or prior to the Closing, and
        (y)
        the sale of any of the Tranche A Shares or the Notes has not been enjoined
        (temporarily or permanently;

       

      (2)  a
        certificate dated the Closing Date, signed by the Secretary of the Company,
        including specimen signatures of those officers of the Company authorized
        to
        sign the Transaction Documents, to which the Company is a party, on behalf
        of
        the Company, attaching true, complete and up to date copies of the certificate
        of incorporation and by-laws of the Company, and attaching the certificate
        of
        good standing of the Company;

       

      (3)  the
        opinion of Hughes Hubbard & Reed LLP, U.S. counsel to the Company, dated the
        Closing Date, in the form attached hereto as Exhibit F; and

       

      (g)  Prior
        to
        the Closing Date, there has been no change that would have resulted, or would
        be
        reasonably expected to result, in a Material Adverse Effect.

    

     

    (h)  Each
      of
      the Transaction Documents shall have been executed and delivered by all parties
      thereto other than the Purchaser, and the Purchaser shall have received a fully
      executed original (or clearly legible facsimile copy) of each Transaction
      Document.

     

    (i)  None
      of
      the other parties to any of the Transaction Documents shall be in breach or
      default under their respective obligations thereunder.

     

    9.  Termination.

     

    (a)  Without
      prejudice to the Purchaser’s right under Section 4(b)(ii) to terminate in
      respect of the Tranche C Notes, the Purchaser may unilaterally terminate this
      Agreement at any time prior to the Closing Date by written notice to the Company
      if any of the following has occurred:

     


    
      
        Purchase
          Agreement

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      (i)  at
        any
        time after December 31, 2007 if the Closing shall not have occurred on or
        before
        such date and such failure to consummate is not caused by a breach of this
        Agreement by the Purchaser; provided, however, that the
        Company may by written notice to the Purchaser delivered on or before such
        date
        extend such date until January 31, 2008 if the failure of the Closing to
        have
        occurred on or before December 31, 2007 shall have resulted from the failure
        of
        the condition set forth in Section 8(c).

       

      (ii)  the
        failure of  Company to satisfy the conditions contained in Section 8
        on or prior to the Closing Date; or

       

      (iii)  suspension
        of trading in the Class A Common Stock by NASDAQ or the suspension or limitation
        of trading generally in securities on any national securities exchange (as
        defined in the Securities Exchange Act of 1934) or any setting of limitations
        on
        prices for securities on such exchange.

       

    

    (b)   The
      Company may terminate this Agreement at any time prior to the Closing Date
      by
      written notice to the Purchaser at any time after December 31, 2007 if the
      Closing shall not have occurred on or before such date and such failure to
      consummate is not caused by a breach of this Agreement by the Company;
provided, however, that the Purchaser may by written notice to
      the Company delivered on or before such date extend such date until January
      31,
      2008 if the failure of the Closing to have occurred on or before December 31,
      2007 shall have resulted from the failure of the condition set forth in Section
      8(c).

     

    10.  Survival
      of Representations and Indemnities.  The
      representations and warranties and covenants of the Company set forth in this
      Agreement shall remain operative and in full force and effect, and will survive
      indefinitely.

     

    11.  Substitution
      of Purchaser.  The Purchaser shall have
      the right to substitute any one of its Affiliates in the financial service
      industry excluding One Equity Partners or companies invested in by One Equity
      Partners as the purchaser of the Tranche A Shares and the Notes by written
      notice to the Company, which notice shall be signed by both the Purchaser and
      such Affiliate and delivered to the Company at least three Business Days prior
      to the Closing, shall contain such Affiliate’s agreement to be bound by this
      Agreement and shall contain a confirmation by such Affiliate of the accuracy
      with respect to it of the representations and warranties set forth in Section
      7.  Upon receipt of such notice, wherever the word “Purchaser” is used
      in this Agreement (other than in this Section 11), such word shall be deemed
      to
      refer to such Affiliate in lieu of the original Purchaser.  In the
      event that such Affiliate is so substituted as the purchaser hereunder and
      such
      Affiliate thereafter transfers to the original Purchaser all of the Tranche
      A
      Shares and the Notes then held by such Affiliate, upon receipt by the Company
      of
      notice of such transfer, wherever the word “Purchaser” is used in this Agreement
      (other than in this Section 11), such word shall no longer be deemed to refer
      to
      such Affiliate, but shall refer to the original Purchaser, and the original
      Purchaser shall have all the rights of an original holder of the Tranche A
      Shares and the Notes under this Agreement.

     

    12.  Miscellaneous.

     

    (a)  Notices
      given pursuant to any provision of this Agreement shall be addressed as follows:
      (i) if to the Company, to: Chindex International, Inc., 4340 East West Highway,
      Bethesda, Maryland 20814, Fax: (310) 215-7777, Attention: Chief Executive
      Officer, with a copy to Hughes Hubbard & Reed LLP, One Battery Park Plaza,
      New York, New York, Fax: (212) 422-4726, Attention: Gary J. Simon; and (ii)
      if
      to the Purchaser, to: C/O JPMorgan Chase Bank N.A., at 26/F, Chater House,
      8

     


    
      
        Purchase
          Agreement

      

      
        20

        
          

        

      

      
        
        

      

    


    Connaught
      Road, Central, Hong Kong, Fax: +852 2800-4613, Attention: Angelica Siu/ Tina
      Xu,
      with a copy to Milbank, Tweed, Hadley & McCloy LLP, at Tower 2, China
      Central Place, Suite 1505-1506, 79 Jianguo Road, Chao Yang District, Beijing,
      People’s Republic of China 100025, Fax: +86
      (10)
      5969-2707, Attention: Mr. Edward Sun.

     

    (b)  This
      Agreement has been and is made solely for the benefit of and shall be binding
      upon the parties hereto as and to the extent provided in this Agreement, and
      no
      other Person shall acquire or have any right under or by virtue of this
      Agreement.

     

    (c)  THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS
      THEREOF.

     

    (d)  The
      parties hereto agree that any suit, action or Proceeding arising out of or
      based
      upon this Agreement or the transactions contemplated hereby shall be instituted
      in any State or U.S. federal court in The City of New York and County of New
      York, and waives any objection which it may now or hereafter have to the laying
      of venue of any such Proceeding, and irrevocably submits to the exclusive
      jurisdiction of such courts in any suit, action or Proceeding.

     

    (e)  The
      parties hereto each hereby waive any right to trial by jury in any action,
      Proceeding or counterclaim arising out of or relating to this
      Agreement.

     

    (f)  No
      failure to exercise, and no course of dealing with respect to, and no delay
      in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right, power or remedy
      hereunder preclude any other or further exercise thereof or the exercise of
      any
      other right, power or remedy.

     

    (g)  This
      Agreement may be signed in various counterparts which together shall constitute
      one and the same instrument.  In the event that any signature is
      delivered by facsimile transmission, such signature shall create a valid and
      binding obligation of the party executing (or on whose behalf such signature
      is
      executed) with the same force and effect as if such facsimile signature page
      were an original thereof.

     

    (h)  The
      headings in this Agreement are for convenience of reference only and shall
      not
      constitute part of this Agreement nor limit or otherwise affect the meaning
      of
      any provision of this Agreement.

     

    (i)  If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, in each case to the extent permitted by Applicable Law, and
      the
      parties hereto shall use their best efforts to find and employ an alternative
      means to achieve the same or substantially the same result as that contemplated
      by such term, provision, covenant or restriction.  It is hereby
      stipulated and declared to be the intention of the parties that they would
      have
      executed the remaining terms, provisions, covenants and restrictions without
      including any of such that may be hereafter declared invalid, illegal, void
      or
      unenforceable, to the extent permitted by Applicable Law.

     

    (j)  This
      Agreement may be amended, modified or supplemented, and waivers or consents
      to
      departures from the provisions hereof may be given; provided that the
      same are in writing and signed by all of the signatories hereto.

     


    
      
        Purchase
          Agreement

      

      
        21

        
          

        

      

      
        
        

      

    


    [Signature
      Page(s) to Follow]

     

     

     

     

     

    
 

    



    
      
        Purchase
          Agreement

      

      
        22

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the undersigned
      have executed this Securities Purchase Agreement as of the date first written
      above.

     

    
 

    
      
        
          	 	
                  CHINDEX
                    INTERNATIONAL, INC.

                
	 	 
	 	 
	 	
                  By:

                	                   /s/
                  Roberta Lipson
	 	
                  Name:

                	
                  Roberta
                    Lipson

                
	 	
                  Title:

                	
                  Chief
                    Executive Office and President

                




        
          


          
            	 	
                    MAGENTA
                      MAGIC LIMITED

                  
	 	 
	 	 
	 	
                    By:

                  	                   
                    /s/ Sanjai
                    Vohra
	 	
                    Name:

                  	
                    Sanjai
                      Vohra

                  
	 	
                    Title:

                  	
                    Authorized
                      Signatory

                  


          

          
 

        

      

       

       

       

       

    

    


    


     

     

     

    
 

    


    Signature
      Page to Purchase Agreement

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    


     

    Schedule
      1

     

     

    Corporate
      Agreements

     

    


    
      	
              1.  

            	
              Agreements
                for Beijing United Family Clinic, Inc (“北京市和睦家诊所有限责任公司”
in
                Chinese), entered into on August 30, 2002 by and between Chindex
                (Beijing)
                Consulting, Inc and respectively, Mr. Jin Bohong and Mr. Xie
                Ming

            


    

    


    
      	
              2.

            	
              Articles
                of Association of Beijing United Family Clinic,
                Inc.

            


    

    


    
      	
              3.

            	
              Service
                Fee Agreement entered into on April 1, 2006 by and between Beijing
                United
                Family Jianguomen Clinic, Inc (“北京和睦家建国门诊所有限公司”
in
                Chinese) and Chindex (Beijing) Consulting,
                Inc.

            


    

    


    
      	
              4.

            	
              Service
                Fee Agreement entered into on April 1, 2006 by and between Shanghai
                United
                Family Clinic Inc (“上海和美家诊所有限公司”
in
                Chinese) and Chindex (Beijing) Consulting,
                Inc.

            


    

    


    


     

     

     

    
 

     


    
      
        Purchase
          Agreement

      

      
        Schedule
          1

        
          

        

      

      
        
        

      

    


     

    Exhibit
      A

     

     

    Investor
      Rights Agreement

     

    


    


     

     

     

    
 

     


    
      
        Purchase
          Agreement

      

      
        Exhibit
          A

        
          

        

      

      
        
        

      

    


     

    Exhibit
      B

     

    Tranche
      B Note

    


    and

    


    Tranche
      C Note

    


    


    


     

     

     

    
 

     


    
      
        Purchase
          Agreement

      

      
        Exhibit
          B

        
          

        

      

      
        
        

      

    


     

    Exhibit
      C

     

    Registration
      Rights Agreement

    


    


    


     

     

     

     


    
      
        Purchase
          Agreement

      

      
        Exhibit
          C

        
          

        

      

      
        
        

      

    


     

    Exhibit
      D

     

    Amendment
      No. 1 to Rights Agreement, Dated November 4, 2007

    


    


    


     

     

     

     


    
      
        Purchase
          Agreement

      

      
        Exhibit
          D

        
          

        

      

      
        
        

      

    


     

    Exhibit
      E

     

    Shareholder
      Side Letters

    


    respectively
      for

    


    Roberta
      Lipson

    


    and

    


    Elyse
      Beth Silverberg

    


    and

    


    Lawrence
      Pemble

    


    


    


     

     

     

    
 


    
      
        Purchase
          Agreement

      

      
        
          Exhibit
            E

        

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    


    


    INVESTOR
      RIGHTS AGREEMENT

     

    THIS
      INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and
      entered into as of November 7, 2007, by and among CHINDEX INTERNATIONAL, INC.,
      a
      Delaware corporation (the “Company”), and MAGENTA MAGIC
      LIMITED, a company organized and existing under the laws of the British Virgin
      Islands and wholly owned, directly or indirectly, by JPMorgan Chase & Co
      (the “Holder”).  Capitalized terms used herein
      but not otherwise defined herein shall have the respective meanings set forth
      in
      the Securities Purchase Agreement (as defined below) and the Schedule 1
      attached to this Agreement.

     

    WITNESSETH:

     

    WHEREAS,
      the Company and Holder have entered into that certain Securities Purchase
      Agreement dated as of November 7, 2007 (the “Securities Purchase
      Agreement”), pursuant to which the Company has agreed to issue to
      Holder, and Holder has agreed to purchase from the Company, the Securities
      in an
      aggregate consideration of US$50,000,000; and

     

    WHEREAS,
      it is a condition to the Closing under the Securities Purchase Agreement that
      the parties hereto shall have executed this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto, intending to be legally bound by this Agreement, agree as
      follows:

     

    1.  Representations
      and Warranties of the Company.  The Company (the
“Warrantor”), represents and warrants on its own behalf
      and on behalf of each of the other Group Companies that:  (i) as of
      November 7, 2007, Roberta Lipson is a director and the beneficial owner, free
      and clear of all Liens, of 161,012 shares of Class A Common Stock and 440,000
      shares of Class B Common Stock, which constitutes in the aggregate approximately
      24.8% of the outstanding voting power of the Company’s capital stock calculated
      pursuant to Rule 13d-3, (ii) Elyse Beth Silverberg is a director and the
      beneficial owner, free and clear of all Liens, of 180,972 shares of Class A
      Common Stock and 260,500 shares of Class B Common Stock, which constitutes
      in
      the aggregate approximately 15.4% of the outstanding voting power of the
      Company’s capital stock calculated pursuant to Rule 13d-3, (iii) Lawrence Pemble
      is a director and the beneficial owner, free and clear of all Liens, of 163,148
      shares of Class A Common Stock and 74,500 shares of Class B Common Stock, which
      constitutes in the aggregate approximately 5.4% of the outstanding voting power
      of the Company’s capital stock calculated pursuant to Rule 13d-3, and (iv) each
      of the Ariel Benjamin Lee Trust, Daniel Lipson Plafker Trust and Jonathan Lipson
      Plafker Trust, of each of which Ms. Lipson is a trustee, beneficially owns,
      free
      and clear of all Liens, 20,000 shares of Class B Common Stock, the outstanding
      voting power of which is included for, and retained by, Ms. Lipson as stated
      above.

     

    1.1  The
      Warrantor has full power and authority to make, enter into and carry out the
      terms of this Agreement.  This Agreement has been duly executed and
      delivered by the Warrantor and constitutes the legal, valid and binding
      obligations of such Warrantor enforceable against such Warrantor in accordance
      with its terms, except as (i) the enforceability thereof may be limited by
      bankruptcy, insolvency (including, without limitation, all laws relating to
      fraudulent transfers), reorganization, moratorium or similar laws affecting
      the
      enforcement of creditors’ rights generally and (ii) the availability of
      equitable remedies may be limited by equitable principles of general
      applicability (regardless of whether considered in a Proceeding in equity or
      at
      law). There are no preemptive rights or rights of first refusal on behalf of
      any
      Person applicable to the issuance of any of the Securities.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.  Covenants
      and Agreements.

     

    The
      Company hereby covenants and agrees, and to the extent permitted by Applicable
      Law, the Company hereby undertakes and agrees, where applicable, to cause each
      Group Company, to do as follows, unless waived by the Holder:

     

    2.1  Financial
      Information.  As long as the Holder owns 5% or more of the
      Company’s voting shares then outstanding on Fully-Diluted basis during the
      period commencing from the Closing Date until the earlier of the date after
      (i)
      in the event that both New JV Hospitals are to be constructed and opened for
      operation, then (x) two years have elapsed since the official commencement
      of
      operation by both of the New JV Hospitals (as defined below), or (y) one year
      has elapsed since both New JV Hospitals have respectively achieved a break-even
      EBITDA for any 12-month period ending on a date that is the last day of a fiscal
      quarter as evidenced by audited Financial Statements for such period, or (z)
      the
      fifth anniversary of the Closing Date; or (ii) in the event that only one New
      JV
      Hospital is to be constructed and opened for operation, (x) two years have
      elapsed since the official commencement of operation by such New JV Hospital,
      or
      (y) one year has elapsed since such New JV Hospital has achieved a break-even
      EBITDA for any 12-month period ending on a date that is the last day of a fiscal
      quarter as evidenced by audited Financial Statements for such period, or (z)
      the
      fifth anniversary of the Closing Date (in each case, the “Restricted
      Period”), the Company shall deliver to the Holder:

     

        (a)  as
      soon
      as practicable, but in any event within forty-five (45) days of the end of
      each
      quarter the unaudited statements of operations and statements of cash flows
      for
      such quarter and the unaudited balance sheets as of the end of such quarter
      (collectively the “Financial Statements”) in respect of
      the Company on a consolidated basis, and the existing operations relating solely
      to marketing and selling medical equipment and products (“MPD
      Business”), and the existing operations engaged in the healthcare
      services business (“UFH Business”);

     

        (b)  within
      forty-five (45) days of the end of each calendar quarter a project progress
      report in respect of each hospital and clinic project then under construction
      (each a “New Healthcare Unit”) as generally compared
      with the relevant budget for that project; provided that none of the information
      contained in such reports shall constitute a representation or warranty as
      to
      the accuracy or completeness thereof nor be used in connection with any
      securities transaction of any kind whatsoever nor be disclosed to any Person
      unless such Person has agreed in writing with the Company as a third-party
      beneficiary to be bound by the terms of this provision to the same extent it
      applies to the Holder; and

     

        (c)  upon
      reasonable written request, an update on the status of receipt or expected
      receipt of material permits, approvals, consents obtained and to be obtained
      from any Governmental Authority for the construction, development and operation
      of each of such New Healthcare Units; provided that none of the information
      contained in such updates shall constitute a representation or warranty as
      to
      the accuracy or completeness thereof nor be used in connection with any
      securities transaction of any kind whatsoever nor be disclosed to any Person
      unless such Person has agreed in writing with the Company as a third-party
      beneficiary to be bound by the terms of this provision to the same extent it
      applies to the Holder.

     

    2.2  Access
      to Books and Records.  As long as the Holder owns 5% or more of
      the Company’s voting shares then outstanding on Fully-Diluted basis during the
      Restricted Period, the Company shall permit the Holder the right to visit and
      inspect any of its properties upon reasonable notice to the Chief Executive
      Officer or Chief Financial Officer of the Company, to seek information relating
      to the operating and financial performance and results of any Group Company,
      and
      discuss the affairs and the operating and financial performance of any Group
      Company with the directors and Chief Executive Office or Chief Financial Officer
      of the Company all at such reasonable times as may be requested by the
      Holder.

     

    



    
      
        Investor
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        2

        
          

        

      

      
        
        

      

    


    2.3  Management
      Continuity.  As long as the Holder owns 5% or more of the
      Company’s voting shares then outstanding on Fully-Diluted basis during the
      Restricted Period, the Company shall use its best efforts to ensure, subject
      to
      Applicable Law, that (x) Roberta Lipson remains as the Chief Executive Officer
      and President of the Company; (y) Roberta Lipson alone, or together with
      Lawrence Pemble and/or Elyse Silverberg (collectively, the “Major
      Shareholders”), retain the principal responsibility to appoint
      senior management officers of the Company, oversee their performance of the
      Company and the Subsidiaries, and develop and implement the business strategy
      and the expansion plan of the Company and the Subsidiaries.

     

    2.4  Use
      of
      Proceeds.  The Company shall use the net proceeds from the sale of
      any of the Securities in any amount only for funding, directly or indirectly,
      the following projects (A) the proposed new 125-bed hospital to be established
      by the Company in Guangzhou, Guangdong Province, the PRC (“Guangzhou
      Hospital”); (B) the proposed new 150-bed hospital to be established
      by the Company or any expansion of the existing hospital in Beijing, the PRC
      (“Beijing Hospital,” and together with Guangzhou
      Hospital, the “New JV Hospitals”); (C) the proposed new
      clinic(s) to be established in Guangzhou, Guangdong Province, the PRC; (D)
      the
      proposed new clinic to be established in Shanghai, the PRC; (E) the existing
      dental service clinic in Shunyi District, Beijing, the PRC; (F) no more than
      US$5,000,000 in the MPD Business, and (G) any other new projects with prior
      consent of the Holder, such consent not to be unreasonably withheld or
      delayed.

     

    2.5  Insurance.  As
      long as the Holder owns 5% or more of the Company’s voting shares then
      outstanding on Fully-Diluted basis during the Restricted Period, the Group
      Companies shall use commercially reasonable efforts (i) to maintain all existing
      insurance policies, and (ii) in respect of each New Healthcare Unit, to cause
      at
      least the same or substantially similar such policies to apply in all material
      respects.

     

    2.6  No
      Pledge of Company’s Shares.  During the Restricted Period, the
      Company shall provide the Holder with notice, at least fifteen (15) days prior
      to effecting the registration of any proposed transfer of shares by any Major
      Shareholder, in order to afford the Holder an opportunity to enforce its rights
      under the applicable Shareholder Side Letter.

     

    2.7  New
      JV
      Hospitals.  As long as the Holder owns 5% or more of the Company’s
      voting shares then outstanding on Fully-Diluted basis during the Restricted
      Period, the following conditions must be met in respect of each New JV
      Hospital:

     

        (a)  The
      Company shall own 60% or more of the registered capital of such New JV
      Hospital;

     

        (b)  The
      Company shall obtain effective management and operational control of each New
      JV
      Hospital in a manner consistent with (if not more favorable than) the current
      management and operational control of the Company in Beijing United Family
      Hospital and Shanghai United Family Hospital;

     

        (c)  the
      Company shall make available to the Holder the following information regarding
      such New JV Hospital as reasonably requested prior to the finalizing of the
      applicable principal joint venture contract: (A) the proposed capital budget,
      including proposed working capital and contingency amounts, the proposed plan
      for the construction, commencement of operations, staffing, training and
      marketing, (B) a proposed general time schedule for the material expenditures
      contemplated in such budget and (C) any other information that the Holder may
      reasonably request regarding such New JV Hospital; and

     


    
      
        Investor
          Rights Agreement

      

      
        3

        
          

        

      

      
        
        

      

    


        (d)  Shareholders
      and/or partners of the New JV Hospital other than the Company shall receive
      dividends or any other distributions on equity only in proportion to their
      respective ownership interest in the registered capital of the New JV Hospital
      as provided in the applicable formation and/or organizational documents
      thereof.

     

    2.8  Information
      Technology Plan.  The Purchaser shall have received from the
      Company within two (2) months of the Closing Date a detailed description of
      the
      information technology program (the “New IT Program”)
      for the Company’s existing and new facilities and shall have had reasonable
      opportunity to discuss with the Company on the foregoing.

     

    2.9  No
      Default.  As long as the Holder owns 5% or more of the Company’s
      voting shares then outstanding on Fully-Diluted basis during the Restricted
      Period, the Company shall, and the Company shall cause each of the other Group
      Companies to, (a) comply with all covenants and undertakings relating to capital
      expenditure under the Facilities (as defined in the Tranche B Note); and (b)
      cure any event of default that may arise from or in connection with any existing
      or future Debt instrument evidencing the greater of (i) US$1,000,000 or (ii)
      10%
      of the total Debt of the Company at the time of such default (and described
      as
      such and not waived under the fundamental instruments governing such Debt)
      within forty-five (45) days from the occurrence of such event of default or
      such
      longer period as is contemplated for such cure by such instruments.

     

    2.10  Executive
      Employment Terms.  The Company shall, immediately after the
      Closing and in no event later than fifteen (15) Business Days following the
      Closing, cause a board or an appropriate board committee resolution to be duly
      entered approving and ratifying the term of each of the employment agreements
      between the Company and the each Major Shareholder for a period of no less
      than
      seven years and ten months commencing from March 1, 2006 through December 31,
      2013.

     

    3.  New
      Issue.  Without limiting any remedies otherwise available to the
      Holder at law or in equity in any manner, the Company shall not issue any new
      equity or equity-linked security if, in the reasonable opinion of the Holder,
      such issuance would result in the conditions contained in Section 2.3 (x) or
      (y)
      no longer being true, unless the intended purchaser(s) of such new issue agrees
      and represents in writing to the Company that it does not have any present
      intention to remove any of the Major Shareholders from his/her management
      position at the Company or change his/her position at the Company.

     

    4.  Right
      of First Refusal for Future Securities Offerings.

     

    4.1  Issuance
      Notice.  Subject to the terms and conditions of this Section and
      Applicable Laws, if the Company proposes to issue or sell any shares of equity
      securities or equity-linked securities (“Shares”) to a
      purchaser or purchasers (the “Proposed Third Party
      Purchaser”) during the Restricted Period, the Company shall,
      provided the Holder at such time holds not less than 7.5% of the total voting
      shares of the Company then outstanding on a Fully-Diluted basis, not less than
      ten (10) calendar days prior to the consummation of such issuance or sale of
      Shares, offer such Shares to the Holder by sending written notice (an
“Issuance Notice”) to the Holder, which shall state (a)
      the identity of the Proposed Third Party Purchaser, or if a public offering,
      a
      description in reasonable detail of the offering, (b) a description of the
      securities to be issued or sold, including detailed terms of such securities,
      (c) the number of Shares proposed to be issued to the Proposed Third Party
      Purchaser, (d) the proposed purchase price for the Shares (the
“Issuance Price”); and (d) a description in reasonable
      detail of the material terms and conditions of such proposed
      sale.  The Issuance Notice shall also state that the Company has
      received a proposal from the Proposed Third Party Purchaser and in good faith
      believes a binding agreement for the Shares is obtainable on the terms set
      forth
      in the Issuance Notice.  

     


    
      
        Investor
          Rights Agreement

      

      
        4

        
          

        

      

      
        
        

      

    


    4.2  Option;
      Exercise.  By notification to the Company within ten (10) days
      after the Issuance Notice is given, the Holder may elect to purchase for cash,
      at the price and on the terms and conditions specified in such Issuance Notice,
      up to 20% of the Shares by delivering to the Company written notice and
      confirmation of its commitment to so purchase, and the number of shares to
      be so
      purchased, prior to the expiration of such 10-day period, on the same terms
      and
      conditions as the Proposed Third Party Purchaser. The closing of any sale
      pursuant to this Section 4.2 shall occur on a date set by the Company and in
      any
      event within sixty (60) days after the date on which such notification is given
      by the Holder.  The Holder shall be entitled, with the prior written
      consent of the Company, such consent not to be unreasonably withheld or delayed,
      to apportion the rights of first refusal hereby granted to it among itself
      and
      its Affiliates in such proportions as it deems appropriate.

     

    4.3  Sale
      to Third Parties.  To the extent that the Shares are not elected
      to be purchased or acquired as provided in Section 4.2, the Company may, during
      the sixty (60) day period following the expiration of the 10-day period as
      set
      forth in Section 4.2, offer and sell the remaining unsubscribed portion of
      such
      securities in the Issuance Notice at a price not less than, and upon terms
      no
      more favorable to the Proposed Third Party Purchaser than, those specified
      in
      the Issuance Notice.  If the Company does not enter into an agreement
      for the sale of such securities within such period, or if such agreement is
      not
      consummated within sixty (60) days after the execution thereof, the right of
      first refusal provided hereunder shall be deemed to be revived and such Shares
      shall not be offered to a third party unless first reoffered to the Holder
      in
      accordance with this Section 4.

     

    4.4  Exceptions.  Notwithstanding
      any other provision of this Agreement to the contrary, the rights of the Holder
      pursuant to this Sections 3 and 4 shall not apply to securities issued: (i)
      upon
      exercise, exchange or conversion of any securities and all other securities
      of
      the Company that are as at the date hereof authorized, issued or outstanding
      and
      that represent any other direct or indirect rights to acquire, or constitute
      interests or participations in, Common Stock or rights to acquire securities
      that are directly or indirectly exercisable for, convertible into or
      exchangeable for Common Stock; (ii) as a stock dividend upon any subdivision
      of
      shares of Common Stock; (iii) pursuant to subscriptions, warrants, options,
      convertible securities, or other rights, issued, or to be issued, under any
      stock option or other equity incentive plan or arrangement approved by the
      Company’s Board of Directors and in place from time to time for the benefit of
      the Company’s directors, employees, consultants or independent contractors,
      including without limitation the Company’s 2004 Stock Incentive Plan and 2007
      Stock Incentive Plan or (iv) pursuant to a share swap in a strategic merger
      or
      acquisition transaction.

     

    5.  Reserved
      Matters.

     

    5.1  Acts
      of the Company.  As long as the Holder owns 7.5% or more of the
      Company’s voting shares then outstanding on Fully-Diluted basis during the
      Restricted Period, notwithstanding anything to the contrary in the Certificate
      of Incorporation or Articles of the Company or the charter documents of any
      Subsidiary, the Company shall not, and shall use its best efforts not to permit
      any Subsidiary to, take any action described below without prior written
      approval by the Holder, which approval shall not be unreasonably withheld or
      delayed:

     

        (a)  Incurrence
      by the Company or any Subsidiary any Debt unless, after giving effect to the
      application of the proceeds thereof, (A) the Consolidated Leverage Ratio (as
      defined in Schedule 1) as at the date of determination is not greater
      than 3.00 to 1.00; and (B) the Consolidated Interest Coverage Ratio (as defined
      in Schedule 1), as at the date of determination is not less than 3.00 to
      1.00.  For purposes of calculating the Consolidated Leverage Ratio and
      the Consolidated Interest Coverage Ratio hereunder, Debt shall not include
      the
      amount of the Tranche B Notes and the Tranche C Notes;

     


    
      
        Investor
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        5

        
          

        

      

      
        
        

      

    


        (b)  Issuance
      of any new shares of Class B Common Stock (other than in a stock split or any
      recapitalization transactions having similar effect);

     

        (c)  Issuance
      of any new class of equity securities other than the preferred shares under
      the
      Rights Agreement dated June 4, 2007, as amended on 
November 4,
      2007;

     

        (d)  Amend
      the
      Company’s Charter Documents to change any of the rights, obligations or
      privileges of any shares of Class A or Class B Common Stock; and

     

        (e)  Increase
      in the budget for the New JV Hospitals (a copy of which is attached hereto
      as
Exhibit A) in excess of RMB402,230,000 for Guangzhou Hospital or in
      excess of RMB440,612,000 for Beijing Hospital; and

     

    5.2  Additional
      Rights of the Holder.  Notwithstanding anything to the contrary in
      the Certificate of Incorporation or Articles of the Company or the charter
      documents of any Subsidiary, which the parties hereby agree to amend to be
      consistent with this Agreement to the extent permitted by Applicable
      Laws:

     

        (a)  The
      Holder shall be entitled to freely transfer any of the Securities to any third
      party provided, that the transferee shall be bound by all obligations,
      limitations, restrictions and qualifications (but not the rights) under this
      Agreement of the Holder, provided, further, that the Holder
      shall not transfer any of the Securities to a third party that, directly or
      indirectly through any Affiliate, operates or has indicated its intention to
      operate, any hospital or similar healthcare service operation or that provides
      or intends to provide healthcare services at the time of, or foreseeably after,
      the intended transfer;

     

        (b)  As
      long
      as the Holder owns 5% or more of the Company’s voting shares then outstanding on
      Fully-Diluted basis during the Restricted Period, the Holder shall be entitled
      to appoint and have act at its own expense a third party consultant approved
      in
      advance by the Company (which approval not to be unreasonably withheld or
      delayed) to review project progress for the New JV Hospitals and the New IT
      Program; provided, that prior to any such engagement, such consultant
      shall enter into a written and legally binding agreement with the Company
      pursuant to which such consultant shall agree to confidentiality provisions
      reasonably acceptable to the Company and that the Holder shall share with the
      Company a summary of the findings and advice received from such
      consultant.

     

    5.3  New
      Issuances.  Until the first anniversary of the Closing Date, the
      Company shall not, and shall use its best efforts not to permit any Subsidiary
      to, without the prior written approval of the Holder which approval shall not
      be
      unreasonably withheld, issue any shares of Class A Common Stock or any
      equity-linked securities (other than as contemplated by Section 4.4(i) to (iii)
      hereof) unless the price per share in such proposed issuance be at a premium
      to
      the Purchase Price of at least the greater of (i) twenty-five percent (25%)
      per
      annum calculated to the date of such proposed issuance or (ii) fifteen percent
      (15%).

     

    6.  Miscellaneous.

     

    6.1  Termination.  Except
      for this Section 6, which
      shall survive the termination of this Agreement, or as otherwise expressly
      provided herein, this Agreement will be automatically terminated with no further
      effect at such time that neither the Holder nor any of its Affiliates owns
      any
      of the Securities.

     

    6.2  Specific
      Enforcement.  Upon a material breach by the Warrantor of this
      Agreement, in addition to any such damages as the Holder is entitled to,
      directly or indirectly, by reason of said breach, the Holder shall be entitled
      to injunctive relief against such Warrantor if such relief is

     


    
      
        Investor
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        6

        
          

        

      

      
        
        

      

    


    applicable
      and available, as a remedy at law would be inadequate and
      insufficient.  Nothing in this Section shall be construed as limiting
      the Holder’s remedies in any way.

     

    6.3  Confidentiality.  The
      information made available to the Holder pursuant to this Agreement shall
      constitute confidential information unless it is (i) otherwise known or
      available to the public or (ii) disclosed to the Holder by any third party
      other
      than the Company without violating the confidentiality obligation, if any,
      of
      such third party or (iii) independently developed or obtained by the Holder,
      and
      to the extent it is treated as confidential information, it shall not be
      disclosed to any Person unless such Person has agreed in writing with the
      Company as a third-party beneficiary to be bound by the terms of this provision
      to the same extent it applies to the Holder.  None of the information
      made available under Section 2 shall constitute a representation or warranty
      as
      to the accuracy or completeness thereof  nor shall it be used in
      connection with any securities transaction of any kind whatsoever.

     

    6.4  Notices.  Notices
      given pursuant to any provision of this Agreement shall be addressed as follows:
      (i) if to the Company, to: Chindex International, Inc., 4340 East West Highway,
      Bethesda, Maryland 20814, Fax: (310) 215-7777, Attention: Chief Executive
      Officer, with a copy to Hughes Hubbard & Reed LLP, One Battery Park Plaza,
      New York, New York, Fax: (212) 422-4726, Attention: Gary J. Simon; and (ii)
      if
      to the Purchaser, to:   C/O JPMorgan Chase Bank N.A. at 26/F, Chater House,
      8 Connaught Road, Central, Hong Kong, Fax: +852 2800-4613, Attention: Angelica
      Siu / Tina Xu, and with a copy to Milbank, Tweed, Hadley & McCloy LLP, at
      Tower 2, China Central Place, Suite 1505-1506, 79 Jianguo Road, Chao Yang
      District, Beijing, People’s Republic of China 100025, Fax: +86
      (10)
      5969-2707, Attention: Mr. Edward Sun.

     

    All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be personally delivered or delivered by overnight courier
      or
      mailed by first-class registered or certified mail, postage prepaid, return
      receipt requested, or by facsimile transmission.  Every notice
      hereunder shall be deemed to have been duly given or served on the date on
      which
      personally delivered, with receipt acknowledged, upon transmission by facsimile
      and confirmed facsimile receipt, or two (2) days after the same shall have
      been
      deposited with a reputable international overnight courier.

     

    6.5  Amendments
      and Waiver.  Unless otherwise specifically stated herein, any term
      of this Agreement may be amended with the written consent of the party against
      whom enforcement may be sought and the observance of any term of this Agreement
      may be waived (either generally or in a particular instance and either
      retroactively or prospectively) by the Company, in the case of the Holder’s
      obligations, and by the Holder in the case of the obligations of any other
      parties hereto.  No waivers of or exceptions to any term, condition or
      provision of this Agreement, in any one or more instances, shall be deemed
      to
      be, or construed as, a further or continuing waiver of any such term, condition
      or provision.

     

    6.6  Entire
      Agreement.  This Agreement, together with the other Transaction
      Documents, embodies the entire agreement and understanding between the parties
      hereto and supersedes all prior agreements and understandings relating to the
      subject matter hereof.

     

    6.7  Severability.  The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement
      to the extent permitted by law.

     

    6.8  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of New York without regard to the
      principles of conflicts of law thereof.

     


    
      
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        7

        
          

        

      

      
        
        

      

    


    The
      parties hereto agree that any suit, action or proceeding arising out of or
      based
      upon this Agreement or the transactions contemplated hereby shall be instituted
      in any State or U.S. federal court in The City of New York and County of New
      York, and waives any objection which it may now or hereafter have to the laying
      of venue of any such proceeding, and irrevocably submits to the exclusive
      jurisdiction of such courts in any suit, action or Proceeding.

     

    6.9  Successors
      and Assigns.  Except as otherwise provided herein, the terms and
      conditions of this Agreement shall be binding upon, and inure to the benefit
      of,
      the respective representatives, successors and explicitly permitted assigns
      of
      the parties hereto.  Unless otherwise provided herein, the Holder may
      assign, without prior consent of the Company, its rights hereunder to any of
      its
      Affiliates in the financial service industry excluding One Equity Partners
      or
      companies invested in by One Equity Partners.

     

    6.10  No
      Third Party Beneficiary. This Agreement is intended for the benefit of the
      parties hereto and their respective successors and permitted assigns and is
      not
      for the benefit of, nor may any provision hereof be enforced by, any other
      Person.

     

    6.11  Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    [Signature
      page(s) to follow]

     

     

     

     

     


    
      
        Investor
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        8

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the undersigned have executed this Investor Rights Agreement
      as
      of the day and year written above.

     

    
       

      
        	 	THE
                COMPANY:	 
	 	 	 
	 	Chindex
                International, Inc. 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Name:  Roberta
                Lipson 	 
	 	 	Title:  Chief
                Executive
                Officer	 
	 	 	 	 


      

      


      


      
         

        
          	
                  Accepted
                    and Agreed to:

                
	 
	
                  Magenta
                    Magic Limited

                
	 	 
	
                  By:
                    

                	 
	 	
                  Name:
                    Sanjai Vahra

                
	 	
                  Title:  Authorized
                    Signatory

                
	 	 


        

      

       

       

       

       

       

       

    

     

     

     

    
 

    Signature
      Page to Investor Rights Agreement

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    Schedule
      1

     

    Definition
      of Certain Accounting Terms

    


    “Consolidated
      EBITDA” means, at any date of determination, an amount equal to
      Consolidated Net Income of the Company and its Subsidiaries on a consolidated
      basis for the most recently completed four fiscal quarters of the Company
plus (a) the following to the extent deducted in calculating
      such Consolidated Net Income for such period: (i) Consolidated Interest Expense;
      (ii) the provision for federal, state, local and foreign income taxes payable
      and tax contingencies; (iii) depreciation and amortization expense; and (iv)
      all
      other non-cash items decreasing Consolidated Net Income of the Company and
      its
      Subsidiaries; minus (b) the following to the extent added in
      calculating such Consolidated Net Income for such period: (i) federal, state,
      local and foreign income tax credits and tax contingency
      credits;  (ii) all non-cash items increasing Consolidated Net Income
      of the Company and its Subsidiaries for such period; (iii) interest or financial
      income, (iv) extraordinary profits or losses; and (v) income or expenses from
      discontinued operations, and (vi) any other non-operating income or
      expense.

    


    "Consolidated
      Interest Expense" means, at any date of determination, the sum of
      (a) all interest, premium payments, debt discount, fees, charges and related
      expenses in connection with borrowed money (including  interest
      obligations that are capitalized, accrued, accreted, payable in the form of
      increased principal) or in connection with the deferred purchase price of
      assets, in each case to the extent treated as interest in accordance with GAAP,
      and (b) the portion of rent expense, under leases that have been (or should
      be,
      in accordance with GAAP) recorded as capitalized leases, that is treated as
      interest expense in accordance with GAAP, in each case, of or by the Company
      and
      its Subsidiaries on a consolidated basis for the most recently completed four
      fiscal quarters of the Company. For purposes of calculating, as at any date
      of
      determination, Consolidated Interest Expense in connection with the calculation
      of the Consolidated Interest Coverage Ratio (a) Debt of the Company and its
      Subsidiaries shall be calculated on a pro forma basis based on the assumption
      that such Debt was incurred on the first day of the four most recently completed
      fiscal quarters of the Company; and (b) associated gross interest expense,
      determined in accordance with GAAP, of such Debt (if it bears interest at a
      floating rate) shall be calculated at the current rate (as of the date of such
      calculation) under the agreement governing such Debt.

    


    “Consolidated
      Interest Coverage Ratio” means, as at any date of determination,
      the ratio of

    


    (a)
      Consolidated EBITDA, to

    


    (b)
      Consolidated Interest Expense.

    


    “Consolidated
      Leverage Ratio” means, as at any date of determination, the ratio
      of

    


    (a)
      Debt
      of the Company and its Subsidiaries on a consolidated basis, to

    


    (b)
      Consolidated EBITDA.

    


    “Consolidated
      Net Income” means, as at any date of
      determination, the net income (or loss) of the Company and its Subsidiaries
      on a
      consolidated basis for the most recently completed four fiscal quarters of
      the
      Company.

    


    “Debt”
      means, with respect to any Person on any date of determination (without
      duplication):

     

    (a)
      all
      obligations of such Person for money borrowed and all obligations of such Person
      evidenced by bonds, debentures, notes, loan agreements or other similar
      instruments;

     


    
      
        Investor
          Rights Agreement

      

      
        Schedule
          1

        
          

        

      

      
        
        

      

    


    (b)
      in
      respect of any capitalized lease of such Person, the capitalized amount thereof
      that would appear on a balance sheet of such Person prepared as of such date
      in
      accordance with GAAP;

     

    (c)
      all
      obligations of such Person representing the deferred purchase price of property,
      all conditional sale obligations of such person and all obligations of such
      person under any title retention agreement (but excluding trade accounts payable
      arising in the ordinary course of business);

     

    (d)
      all
      obligations of such Person for the reimbursement of any obligor on any letter
      of
      credit, banker’s acceptance or similar credit;

     

    (e)
      all
      obligations of such Person to purchase, redeem, retire, defease of otherwise
      make a payment in respect of any preferred stock of such Person or any
      Subsidiary;

     

    (f)
      all
      obligations of the type referred to in paragraphs (a) through (f) above of
      other
      Persons secured by any lien on any property of such Person (whether or not
      such
      obligation is assumed by such Person), the amount of such obligation being
      deemed to be the lesser of the fair market value of such property and the amount
      of the obligation so secured;

     

    (g)
      net
      obligations of such Person under any hedging agreement; and

     

    (h)
      all
      guarantees on behalf of such Person in respect of any of the foregoing, or
      by
      such Person on behalf of any third party for any direct or contingent financial
      obligation of such third party.

     

    The
      amount of Debt of any Person at any date shall be the outstanding balance,
      or
      the accreted value of such Debt in the case of Debt issued with original issue
      discount, at such date of all unconditional obligations as described above
      and
      the maximum liability, upon the occurrence of the contingency giving rise to
      the
      obligation, of any contingent obligations at such date.  For purposes
      of calculating, as at any date of determination, the Consolidated Leverage
      Ratio, Debt of the Company and its Subsidiaries shall be calculated on a pro
      forma basis based on the assumption that any Debt to be incurred by the Company
      or a Subsidiary was incurred on the last day of the most recently completed
      quarter of the Company.  Notwithstanding the foregoing, neither the
      Tranche B Notes nor the Tranche C Notes should be included as Debt for any
      purpose or reason hereunder.

     

    “Fully-Diluted”
      means, for the purpose of calculating the percentage of the Company’s voting
      shares in this Agreement, that such calculation shall assume that all voting
      shares issued or issuable pursuant to any exercise, conversion, exchange,
      subscription or otherwise in connection with any warrants, options (including
      pursuant to the Company’s stock option plan), convertible securities or any
      agreement to sell or issue voting shares or securities which may be exercised,
      converted or exchanged for voting shares, has been so issued, regardless whether
      such securities are subject to future vesting or conditions of any kind or
      forfeiture.


    
      
        Investor
          Rights Agreement

      

      
        
          Schedule
            1

        

        
          

        

      

      
        
        

      

    

     

     

    EXECUTION
      COPY

    


    


    


    


    


    


    REGISTRATION
      RIGHTS AGREEMENT

    


    


    dated
      as
      of November 7, 2007

    


    


    by
      and
      among

    


    


    


    


    


    CHINDEX
      INTERNATIONAL, INC.

    


    


    


    and

    


    


    


    MAGENTA
      MAGIC LIMITED

    


    


    



    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS
      AGREEMENT (this “Agreement”) is made and
      entered into as of November 7, 2007, by and between CHINDEX INTERNATIONAL,
      INC.,
      a Delaware corporation (the “Company”), and MAGENTA
      MAGIC LIMITED, a private corporation organized under the laws of the British
      Virgin Islands (“Purchaser”).

     

    W
      I T N E S S E T H :

     

    WHEREAS,
      the Company
      and Purchaser entered into that certain Securities Purchase Agreement dated
      as
      of November 7, 2007 (the “Purchase Agreement”), in
      connection with which the Company shall issue and sell to Purchaser 359,195
      shares of the Tranche A Shares and reserved 1,436,781 shares of Conversion
      Shares to be issued and issuable upon conversion of the Tranche B Notes and
      Tranche C Notes.

     

    WHEREAS,
      to induce
      Purchaser to enter into the Purchase Agreement, the Company has agreed to
      provide the registration rights provided for in this Agreement for the holders
      of Registrable Shares (as defined below); and

     

    WHEREAS,
      the execution
      of this Agreement is a condition to the closing of the transactions contemplated
      by the Purchase Agreement.

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants of the parties hereto,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto hereby agree as
      follows:

     

    1.  DEFINITIONS.  As
      used in this Agreement, the following terms shall have the following
      meanings.  Capitalized terms not otherwise defined herein shall have
      meanings ascribed to them under the Purchase Agreement.

     

    “144A/Regulation
      S Shares” means the shares of Common Stock initially sold to
      Purchaser in the private placement and resold by Purchaser to “qualified
      institutional buyers” (as such term is defined in Rule 144A) or to “non-U.S.
      persons” (in accordance with Regulation S) in an “offshore transaction” (in
      accordance with Regulation S), as applicable.

     

    “Agreement”
      is defined in the recital of this Agreement.

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “Company”
      is defined in the recital of this Agreement, and includes any successor
      thereto.

     

    “Controlling
      Person” is defined in Section 6(a).

     

    “Demand
      Registration” is defined in Section 2(b)(i).

     

    “Demand
      Registration Statement” is defined in Section
      2(b)(i).

     

    “End
      of Suspension Notice” is defined in Section
      5(b).

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and
      the rules and regulations promulgated by the Commission pursuant
      thereto.

     


    
      
        Registration
          Rights Agreement

      

      
        2

        
          

        

      

      
        
        

      

    


    “Fair
      Market Value” means, with respect to a share of Common Stock, (i)
      if such Common Stock is listed on a national securities exchange in the United
      States, the 10 consecutive trading day average of the closing price per share
      of
      the Common Stock on such national securities exchange immediately following
      the
      time the Mandatory Shelf Registration Statement is declared effective by the
      Commission, as published by the Wall Street Journal or other reliable
      publication, (ii) if a public market exists for such shares of Common Stock
      but such shares are not listed on a national securities exchange, the 10
      consecutive trading day average of the mean between the closing bid and asked
      quotations in the over-the-counter market for a share of such Common Stock
      immediately following the time the Mandatory Shelf Registration Statement is
      declared effective by the Commission, or (iii) if such Common Stock is not
      then listed on a national securities exchange or traded in the over-the-counter
      market, the price per share of Common Stock determined in good faith by the
      Company’s board of directors based on the average of the estimated fair market
      value of the Common Stock during the 10 consecutive trading day period following
      the date on which the Mandatory Shelf Registration Statement is declared
      effective by the Commission.

     

    “Form
      10-K” means an annual report required to be filed with the
      Commission pursuant to Section 13 or Section 15(d) of the Exchange Act, as
      such
      form may be amended from time to time, or any similar form, rule or regulation
      hereafter adopted by the Commission as a replacement thereto having
      substantially the same effect as such form, provided that such form need not
      include those items required by Section 404 of the Sarbanes-Oxley Act of
      2002.

     

    “Form 10-Q”
      means a quarterly report required to be filed with the Commission pursuant
      to
      Section 13 or Section 15(d) of the Exchange Act, as such form may be amended
      from time to time, or any similar form, rule or regulation hereafter adopted
      by
      the Commission as a replacement thereto having substantially the same effect
      as
      such form, provided that such form need not include those items required by
      Section 404 of the Sarbanes-Oxley Act of 2002.

     

    “Free
      Writing Prospectus” means a free writing prospectus, as defined in
      Rule 405.

     

    “Holder”
      means each record owner of any Registrable Shares from time to time, including
      Purchaser and its Affiliates.

     

    “Indemnified
      Party” is defined in Section 6(c).

     

    “Indemnifying
      Party” is defined in Section 6(c).

     

    “Issuer
      Free Writing Prospectus” means an issuer free writing prospectus,
      as defined in Rule 433.

     

    “Liabilities”
      is defined in Section 6(a).

     

    “Mandatory
      Shelf Registration Statement” is defined in
Section 2(a).

     

    “NASD”
      means the National Association of Securities Dealers, Inc.

     

    “No
      Objections Letter” is defined in Section 4(t).

     

    “Notice
      and Questionnaire” is defined in Section
      2(a)(iii).

     

    “Participants”
      is defined in the introductory paragraph of this Agreement.

     

    “Permitted
      Free Writing Prospectus” is defined in the last paragraph of
Section 4.

     


    
      
        Registration
          Rights Agreement

      

      
        3

        
          

        

      

      
        
        

      

    


    “Person”
      means an individual, limited liability company, partnership, corporation, trust,
      unincorporated organization, government or agency or political subdivision
      thereof, or any other legal entity.

     

    “Piggyback
      Registration Statement” is defined in Section
      2(b).

     

    “Purchaser”
      is defined in the introductory paragraph of this Agreement, and includes any
      successor thereto.

     

    “Purchase
      Agreement” is defined in the first recital clause of this
      Agreement.

     

    “Prospectus”
      means the prospectus included in any Registration Statement, including any
      preliminary prospectus, and all other amendments and supplements to any such
      prospectus, including post-effective amendments, and all material incorporated
      by reference or deemed to be incorporated by reference, if any, in such
      prospectus.

     

    “Purchaser
      Indemnitee” is defined in Section 6(a).

     

    “Registrable
      Shares” means (i) the Shares, (ii) Conversion Shares issued or
      issuable upon conversion of the Notes, and  (iii) Common Stock or any
      other securities of the Company issued as a dividend or other distribution
      with
      respect to, or in exchange for, or in replacement of, the Common Stock owned
      by
      the Holders, provided, that, any such securities shall cease to be
      Registrable Shares when (x) such securities shall have been sold or transferred
      without limitation pursuant to a Registration Statement, (y) such
      securities have been or may be sold or transferred without limitation to the
      public pursuant to Rule 144 (or any similar provision then in force, including
      Rule 144(k) but not Rule 144A) under the Securities Act, or (z) such securities
      shall have ceased to be outstanding.

     

    “Registration
      Expenses” means any and all reasonable expenses incident to the
      performance of or compliance with this Agreement, including:  (i) all
      Commission, securities exchange, NASD registration, listing, inclusion and
      filing fees (including those of Purchaser and Holders associated or affiliated
      with Purchaser), (ii) all reasonable fees and expenses incurred in connection
      with compliance with international, federal or state securities or blue sky
      laws
      (including any registration, listing and filing fees and reasonable fees and
      disbursements of counsel in connection with blue sky qualification of any of
      the
      Registrable Shares and the preparation of a blue sky memorandum and compliance
      with the rules of the NASD), (iii) all reasonable expenses of any Persons in
      preparing or assisting in preparing, word processing, duplicating, printing,
      delivering and distributing any Registration Statement, any Prospectus, any
      amendments or supplements thereto, any underwriting agreements, securities
      sales
      agreements, certificates and any other documents relating to the performance
      under and compliance with this Agreement, (iv) all fees and expenses incurred
      in
      connection with the listing or inclusion of any of the Registrable Shares on
      The
      NASDAQ Stock Market pursuant to Section 4(n), (v) the reasonable fees and
      disbursements of counsel for the Company and of the independent public
      accountants of the Company (including the expenses of any special audit and
      “cold comfort” letters required by or incident to such performance) and the
      reasonable fees and disbursements of one counsel, reasonably acceptable to
      the
      Company, for the Holders, selected by the Holders holding a majority of the
      Registrable Shares, (vi) any fees and disbursements customarily paid in issues
      and sales of securities (including the fees and expenses of any experts retained
      by the Company in connection with any Registration Statement), provided,
      however, that Registration Expenses shall exclude brokers’ or
      underwriters’ discounts and commissions and transfer taxes, if any, relating to
      the sale or disposition of Registrable Shares by a Holder and the fees and
      disbursements of any counsel to the Holders other than as provided for in clause
      (v) above.

     


    
      
        Registration
          Rights Agreement

      

      
        4

        
          

        

      

      
        
        

      

    


    “Registration
      Statement” means any Mandatory Shelf Registration Statement,
      Demand Registration Statement or Piggyback Registration Statement.

     

     “Regulation
      S” means Regulation S (Rules 901-905) promulgated by the
      Commission under the Securities Act, as such rules may be amended from time
      to
      time, or any similar rule or regulation hereafter adopted by the Commission
      as a
      replacement thereto having substantially the same effect as such
      regulation.

     

    “Rule
      144”, “Rule 144A”, “Rule
      158”, “Rule 405”, “Rule
      415”, “Rule 424” or “Rule
      433”, respectively, means such specified rule
      promulgated by the Commission pursuant to the Securities Act, as such rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the Commission as a replacement thereto having substantially the
      same
      effect as such rule.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules
      and regulations promulgated by the Commission thereunder.

     

    “Shares”
      means the Shares of Common Stock being offered and sold pursuant to the terms
      and conditions of the Purchase Agreement.

     

    “Suspension
      Event” is defined in Section 5(b).

     

    “Suspension
      Notice” is defined in Section 5(b).

     

    “Underwritten
      Offering” means a sale of securities of the Company to an
      underwriter or underwriters for reoffering to the public.

     

    2.  REGISTRATION
      RIGHTS.

     

    (a)  Mandatory
      Shelf Registration.  As set forth in Section 4, the
      Company agrees to file with the Commission within 30 days, from the date on
      which the Holder provides the Company with a completed and signed questionnaire
      in the form provided as Appendix A hereto, a shelf registration statement on
      Form S-3 or such other form under the Securities Act then available to the
      Company providing for the resale pursuant to Rule 415 from time to time by
      the
      Holders of their Registrable Shares for a three-year period commencing from
      the
      Closing Date (the “Mandatory Shelf Registration
      Statement”).

     

    (i)  Effectiveness
      and Scope.  The Company shall use its reasonable best
      efforts to cause the Mandatory Shelf Registration Statement to be declared
      effective by the Commission as promptly as practicable following such filing
      and
      to remain effective until the date on which all Shares in respect thereof cease
      to be Registrable Shares.  The Mandatory Shelf Registration Statement
      shall provide for the resale from time to time, and pursuant to any method
      or
      combination of methods legally available (including an Underwritten Offering,
      a
      direct sale to purchasers, a sale through brokers or agents or a sale over
      the
      internet) by the Holders of any and all Registrable Shares.

     

    (ii)  Underwriting.  If
      any Holder proposes to conduct an Underwritten Offering under the Mandatory
      Shelf Registration Statement, such Holder shall advise the Company and all
      other
      Holders whose securities are included in the Mandatory Shelf Registration
      Statement (if applicable), of the managing underwriters
      for such proposed Underwritten Offering (which may be Purchaser or an Affiliate
      thereof); such managing underwriters to be subject to the approval of the
      Company, not to be unreasonably withheld.  In such event, the Company
      shall enter into an underwriting agreement in customary form with the managing
      underwriters, which shall include, among other provisions, indemnities to the
      effect and to the extent provided in Section 6, and shall take all such
      other reasonable actions as are requested by the

     


    
      
        Registration
          Rights Agreement

      

      
        5

        
          

        

      

      
        
        

      

    


    managing
      underwriter in order to expedite or facilitate the registration and disposition
      of the Registrable Shares included in such Underwritten Offering; provided,
      however, that the Company shall be required to cause appropriate officers of
      the Company or its Affiliates to participate in a “road show” or similar
      marketing effort being conducted by such underwriter with respect to such
      Underwritten Offering only if the Holders reasonably anticipate gross proceeds
      from such Underwritten Offering of at least $10 million.  All Holders
      proposing to distribute their Registrable Shares through such Underwritten
      Offering shall enter into an underwriting agreement in customary form with
      the
      managing underwriters selected for such underwriting and complete and execute
      any questionnaires, powers of attorney, indemnities, securities escrow
      agreements and other documents reasonably required under the terms of such
      underwriting, and furnish to the Company such information in writing as the
      Company may reasonably request for inclusion in the Registration Statement;
      provided, however, that
      no Holder shall be required to make any representations or warranties to or
      agreements with the Company or the underwriters other than representations,
      warranties or agreements as are customary and reasonably requested by the
      underwriters.  Notwithstanding any other provision of this Agreement,
      with respect to an Underwritten Offering in connection with the Mandatory Shelf
      Registration Statement, if the managing underwriters determine in good faith
      that marketing factors require a limitation on the number of shares to be
      included in such Underwritten Offering, then the managing underwriters may
      exclude shares (including Registrable Shares) from the Underwritten Offering,
      and any shares included in the Underwritten Offering shall be allocated to
      each
      of the Holders requesting inclusion of their Registrable Shares in such
      Underwritten Offering on a pro rata basis based on the total number of
      such Registrable Shares requested to be included.

     

    (iii)  Selling
      Stockholder Questionnaires.  Each Holder agrees, by its
      acquisition of Shares, that if such Holder wishes to sell Registrable Shares
      pursuant to the Mandatory Shelf Registration Statement and related Prospectus,
      it will do so only in accordance with this Section 2(a)(iii). Each Holder
      wishing to sell Registrable Shares pursuant to the Mandatory Shelf Registration
      Statement and related Prospectus agrees to deliver a written notice,
      substantially in form and substance of Annex A (a “Notice and
      Questionnaire”), to the Company. The Company shall mail the Notice
      and Questionnaire to the Holders no later than the date of initial filing of
      the
      Mandatory Shelf Registration Statement with the Commission. No Holder shall
      be
      entitled to be named as a selling securityholder in the Mandatory Shelf
      Registration Statement as of the initial effective date of the Mandatory Shelf
      Registration Statement, and no Holder may use the Prospectus forming a part
      thereof for resales of Registrable Shares at any time, unless such Holder has
      returned a completed and signed Notice and Questionnaire to the Company by
      the
      deadline for response set forth therein; provided, however, Holders shall
      have at least 20 days from the date on which the Notice and Questionnaire is
      first mailed to such Holders to return a completed and signed Notice and
      Questionnaire to the Company. Notwithstanding the foregoing, (x) upon the
      request of any Holder that did not return a Notice and Questionnaire on a timely
      basis or did not receive a Notice and Questionnaire because it was a subsequent
      transferee of Registrable Shares after the Company mailed the Notice and
      Questionnaire, the Company shall distribute a Notice and Questionnaire to such
      Holders at the address set forth in the request and (y) upon receipt of a
      properly completed Notice and Questionnaire from such Holder, the Company shall
      use its best efforts to name such Holder as a selling securityholder in the
      Mandatory Shelf Registration Statement by means of a pre-effective amendment,
      by
      means of a post-effective amendment or, if permitted by the Commission, by
      means
      of a Prospectus supplement to the Mandatory Shelf Registration Statement;
provided, however, that the Company will have no obligation to add
      Holders to the Mandatory Shelf Registration Statement as selling securityholders
      more frequently than once every 30 calendar days.

     

    (b)  Demand
      Registration.

     

    (i)  Request
      for registration.  If (i) the Mandatory Shelf
      Registration Statement is not declared effective by the 120th day following
      the
      Closing or (ii) the Commission shall have issued a stop order relating to the
      Mandatory Shelf Registration Statement and such order remains in effect, and
      the

     


    
      
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        6

        
          

        

      

      
        
        

      

    


    Company
      receives from the Holders of Registrable Shares constituting at least 3% of
      the
      then outstanding Common Stock of the Company on a Fully-Diluted basis (such
      Holder or Holders referred to as the “Initiating
      Holder”) a request in writing that the Company effect any
      registration with respect to the Registrable Shares held by such Initiating
      Holder then outstanding on a form other than Form S-3 (including the Prospectus,
      amendments and supplements to such registration statement or Prospectus,
      including pre- and post-effective amendments, all exhibits thereto and all
      material incorporated by reference or deemed to be incorporated by reference,
      if
      any, in such registration statement, the “Demand Registration
      Statement”), the Company shall (i) within ten (10) days of receipt
      of such written request, give written notice of the proposed registration to
      all
      other Holders, and (ii) as soon as practicable, use its reasonable best efforts
      to effect registration of those Registrable Shares (“Demand
      Registration”) that the Company has been so requested to register
      by the Initiating Holder and all other Holders to whom notice was given within
      twenty (20) days after receiving such written notice from the Company on that
      form and to cause those Registrable Shares to be qualified in jurisdictions
      as
      the Holder or Holders may reasonably request, subject to limitations of this
      Section 2.  The Company shall not be obligated to take any action to
      effect any registration pursuant to this Section 2(b)(i) after the Company
      has
      effected a total of four Demand Registrations.

     

    (ii)  Right
      of Deferral.  Notwithstanding the foregoing, the Company
      shall not be obligated to file a Demand Registration Statement pursuant to
      this
Section 2, if the Company furnishes to the Initiating Holder a
      certificate signed by a director of the Company certifying that in the good
      faith judgment of the Board it would be seriously detrimental to the Company
      for
      a Demand Registration Statement to be filed because (i) a merger, consolidation,
      substantial acquisition or other similar corporate action is expected to occur
      imminently or (ii) the Company intends to issue equity securities or
      equity-linked securities not pursuant to a registration statement, then the
      Company’s obligation to use its reasonable best efforts to file a Demand
      Registration Statement shall be deferred for a period not to exceed ninety
      (90)
      days from the receipt of the request to file the registration by that Holder;
      provided, that the Company shall not exercise the right to delay a
      request contained in this Section 2(b)(ii) more than once in any 12-month
      period, and provided further, that during such 90-day period, the
      Company shall not file a registration statement for securities to be issued
      and
      sold for its own account (except on Form S-4).

     

    (iii)  Registration
      of Other Securities in Demand Registration.  Any Demand
      Registration Statement filed pursuant to the request of the Holders under this
      Section 2 may, subject to the provisions of Section 2(b)(iv),
      include securities of the Company other than the Registrable
      Shares.  If the Company, officers or directors of the Company holding
      securities other than the Registrable Shares, or holders of securities other
      than the Registrable Shares, request inclusion of other securities of the
      Company held thereby in the registration, the Company may, in its sole
      discretion, offer to any or all of the Company, those officers or directors,
      and
      the holders of securities other than the Registrable Shares, that their
      securities be included in the underwriting and may condition that offer on
      the
      acceptance by those Persons of the terms of this Section 2.

     

    (iv)  Underwriting.  If
      any Holder proposes to conduct an Underwritten Offering under the Demand
      Registration Statement, such Holder shall advise the Company and all other
      Holders whose securities are included in the Demand Registration Statement
      (if
      applicable), of the managing underwriters for such
      proposed Underwritten Offering; such managing underwriters to be subject to
      the
      approval of the Company.  In such event, the Company shall enter into
      an underwriting agreement in customary form with the managing underwriters,
      which shall include, among other provisions, indemnities to the effect and
      to
      the extent provided in Section 6, and shall take all such other
      reasonable actions as are requested by the managing underwriter in order to
      expedite or facilitate the registration and disposition of the Registrable
      Shares included in such Underwritten Offering; provided, however, that
      the Company shall be required to cause appropriate officers of the Company
      or
      its Affiliates to participate in a “road show” or similar marketing effort being
      conducted by such underwriter with respect to such Underwritten
      Offering

     


    
      
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    only
      if
      the Holders reasonably anticipate gross proceeds from such Underwritten Offering
      of at least US$10 million.  All Holders proposing to distribute their
      Registrable Shares through such Underwritten Offering shall enter into an
      underwriting agreement in customary form with the managing underwriters selected
      for such underwriting and complete and execute any questionnaires, powers of
      attorney, indemnities, securities escrow agreements and other documents
      reasonably required under the terms of such underwriting, and furnish to the
      Company such information in writing as the Company may reasonably request for
      inclusion in the Registration Statement.  Notwithstanding any other
      provision of this Agreement, with respect to an Underwritten Offering in
      connection with the Demand Registration Statement, if the managing underwriters
      determine in good faith that marketing factors require a limitation on the
      number of shares to be included in such Underwritten Offering, then the managing
      underwriters may exclude shares (including Registrable Shares) from the
      Underwritten Offering, and any shares included in the Underwritten Offering
      shall be allocated to each of the Holders requesting inclusion of their
      Registrable Shares in such Underwritten Offering on a pro rata basis
      based on the total number of such Registrable Shares requested to be
      included.

     

    (v)  Selling
      Stockholder Questionnaires.  Each Holder agrees, by its
      acquisition of the Securities issued or issuable under the Purchase Agreement,
      that if such Holder wishes to sell Registrable Shares pursuant to the Demand
      Registration Statement and related Prospectus, it will do so only in accordance
      with this Section 2(b)(v).  Each Holder wishing to sell
      Registrable Shares pursuant to the Demand Registration Statement and related
      Prospectus agrees to deliver a written notice, substantially in form and
      substance of Annex A (a “Notice and
      Questionnaire”), to the Company.  The Company shall mail
      the Notice and Questionnaire to the Holders no later than the date of initial
      filing of the Demand Registration Statement with the Commission.  No
      Holder shall be entitled to be named as a selling securityholder in the Demand
      Registration Statement as of the initial effective date of the Demand
      Registration Statement, and no Holder may use the Prospectus forming a part
      thereof for resales of Registrable Shares at any time, unless such Holder has
      returned a completed and signed Notice and Questionnaire to the Company by
      the
      deadline for response set forth therein; provided, however, Holders shall
      have at least twenty (20) days from the date on which the Notice and
      Questionnaire is first mailed to such Holders to return a completed and signed
      Notice and Questionnaire to the Company.  Notwithstanding the
      foregoing, (x) upon the request of any Holder that did not return a Notice
      and
      Questionnaire on a timely basis or did not receive a Notice and Questionnaire
      because it was a subsequent transferee of Registrable Shares after the Company
      mailed the Notice and Questionnaire, the Company shall distribute a Notice
      and
      Questionnaire to such Holders at the address set forth in the request and (y)
      upon receipt of a properly completed Notice and Questionnaire from such Holder,
      the Company shall use its best efforts to name such Holder as a selling
      securityholder in the Demand Registration Statement by means of a pre-effective
      amendment, by means of a post-effective amendment or, if permitted by the
      Commission, by means of a Prospectus supplement to the Demand Registration
      Statement; provided, however, that the Company will have no obligation to
      add Holders to the Demand Registration Statement as selling securityholders
      more
      frequently than once every thirty (30) calendar days.

     

    (c)  Piggyback
      Registration.  If, after the date hereof and within three
      years following the Closing Date, the Company proposes to file a registration
      statement under the Securities Act providing for a public offering of the
      Company’s equity securities, other than the Mandatory Shelf Registration
      Statement or a registration statement on Form S-8 or Form S-4 or any similar
      form hereafter adopted by the Commission as a replacement therefor (including
      the Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto
      and all material incorporated by reference or deemed to be incorporated by
      reference, if any, in such registration statement, the “Piggyback
      Registration Statement”), the Company will notify each Holder of
      Registrable Shares constituting at least 3% of the then outstanding Common
      Stock
      of the Company on a Fully-Diluted basis of the proposed filing if clause (i)
      or
      (ii) of the following sentence applies.  If (i) the Piggyback
      Registration Statement relates to an Underwritten Offering, or (ii) the
      Mandatory Shelf Registration

     


    
      
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    Statement
      is not then effective, then each Holder in the case of clauses (i) and (ii)
      shall be given an opportunity to include in such Piggyback Registration
      Statement all or any part of such Holder’s Registrable Shares.  Each
      such Holder desiring to include in any such Piggyback Registration Statement
      all
      or part of such Holder’s Registrable Shares shall, within 10 days after delivery
      of the above-described notice by the Company, so notify the Company in writing,
      and in such notice shall inform the Company of the number of Registrable Shares
      such Holder wishes to include in such Piggyback Registration Statement and
      provide, as a condition to such inclusion, such information regarding itself,
      its Registrable Shares and the intended method of disposition of such securities
      as is required pursuant to Regulation S-K promulgated under the Securities
      Act
      to effect the registration of the Registrable Shares.  Any Holder’s
      election to include any Registrable Shares in such Piggyback Registration
      Statement will not affect the inclusion of such Registrable Shares in the
      Mandatory Shelf Registration Statement until such Registrable Shares have been
      sold under the Piggyback Registration Statement, at which time the Company
      may
      remove from the Mandatory Shelf Registration Statement such Registrable
      Shares.

     

    (i)  Right
      to Terminate Piggyback Registration.  At any time, the
      Company may terminate or withdraw any Piggyback Registration Statement referred
      to in this Section 2(c) and without any obligation to any such Holder
      whether or not any Holder has elected to include Registrable Shares in such
      registration.  The Company may suspend the effectiveness and use of
      any Piggyback Registration Statement at any time for an unlimited amount of
      time
      whether or not any Holder has elected to include Registrable Shares in such
      registration.

     

    (ii)  Underwriting.  The
      Company shall advise the Holders of the identity of the managing underwriters
      for any Underwritten Offering proposed under the Piggyback Registration
      Statement.  The right of any such Holder’s Registrable Shares to be
      included in any Piggyback Registration Statement pursuant to this Section
      2(c) shall be conditioned upon such Holder’s participation in such
      Underwritten Offering and the inclusion of such Holder’s Registrable Shares in
      the Underwritten Offering to the extent provided herein.  All Holders
      proposing to distribute their Registrable Shares through such Underwritten
      Offering shall enter into an underwriting agreement in customary form with
      the
      managing underwriters selected for such underwriting and complete and execute
      any questionnaires, powers of attorney, indemnities, securities escrow
      agreements and other documents reasonably required under the terms of such
      underwriting, and furnish to the Company such information in writing as the
      Company may reasonably request for inclusion in the Registration Statement;
      provided, however, that no Holder shall be required to make any
      representations or warranties to or agreements with the Company or the
      underwriters other than representations, warranties or agreements as are
      customary and reasonably requested by the underwriters. Notwithstanding any
      other provision of this Agreement, if the managing underwriters determine in
      good faith that marketing factors require a limitation on the number of shares
      to be included, then the managing underwriters may exclude shares (including
      Registrable Shares) from the Piggyback Registration Statement and the
      Underwritten Offering, and any shares of Common Stock included in the Piggyback
      Registration Statement and the Underwritten Offering shall be allocated,
first, to the Company, and second, to any Person exercising demand
      registration rights that are the basis for such registration, and third,
      to each of the Holders requesting inclusion of their Registrable
      Shares in such Piggyback Registration Statement on a
pro rata basis based on the total number of such
      shares
      requested to be included; provided, that if (i) the Mandatory Shelf
      Registration Statement is not declared effective by the 120th day following
      the
      Closing or (ii) the Commission shall have issued a stop order relating to the
      Mandatory Shelf Registration Statement and such order remains in effect, then
      the number of Registrable Shares requested by any holder for inclusion in the
      Piggyback Registration shall be allocated on a pro rata basis with the
      person exercising demand registration rights that are the basis for such
      registration; provided, further, that the number of Registrable Shares to
      be included in the Piggyback Registration Statement shall not be reduced unless
      all other securities of the Company held by other holders of the Company’s
      capital stock with registration rights that are inferior (with respect to such
      reduction) to the registration rights of the Holders set forth herein, are
      first
      entirely excluded from the underwriting and registration.  If any
      Holder

     


    
      
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    disapproves
      of the terms of any Underwritten Offering, such Holder may elect to withdraw
      therefrom by written notice to the Company and the underwriter, delivered at
      least 10 Business Days before the effective date of the Piggyback Registration
      Statement.  Any Registrable Shares excluded or withdrawn from such
      Underwritten Offering shall be excluded and withdrawn from the Piggyback
      Registration Statement.

     

    (iii)  Hold-Back
      Agreement.  By electing to include Registrable Shares in
      the Piggyback Registration Statement, if any, the Holder shall be deemed to
      have
      agreed not to effect any sale or distribution of securities of the Company
      of
      the same or similar class or classes of the securities included in the
      Registration Statement or any securities convertible into or exchangeable or
      exercisable for such securities, including a sale pursuant to Rule 144 under
      the
      Securities Act, or enter into any other transaction designed to directly or
      indirectly transfer any of the economic consequences of ownership of Common
      Stock of the Company, during such periods as reasonably requested (but in no
      event longer than 120 days following the effective date of the Piggyback
      Registration Statement), provided each of the executive officers and directors
      of the Company that holds shares of Common Stock of the Company or securities
      convertible into or exchangeable or exercisable for shares of Common Stock
      of
      the Company is subject to at least the same restrictions for the entire time
      period required of the Holders hereunder) by the managing underwriters, if
      an
      Underwritten Offering.

     

    (iv)  Mandatory
      Shelf Registration not Impacted by Piggyback Registration
      Statement.  The Company’s obligation to file the
      Mandatory Shelf Registration Statement shall not be affected by the filing
      or
      effectiveness of the Piggyback Registration Statement.

     

    (d)  Expenses.  The
      Company shall pay all Registration Expenses (including those of Purchaser and
      Holders affiliated or associated with Purchaser) in connection with the
      registration of the Registrable Shares pursuant to this
      Agreement.  Each Holder participating in a registration pursuant to
      this Section 2 shall bear such Holder’s proportionate share (based on the
      total number of Registrable Shares sold in such registration) of all discounts
      and commissions payable to underwriters or brokers and all transfer taxes in
      connection with a registration of Registrable Shares pursuant to this Agreement
      and any other expense of the Holders not specifically allocated to the Company
      pursuant to this Agreement relating to the sale or disposition of such Holder’s
      Registrable Shares pursuant to any Registration Statement.

     

    3.  RULE
      144 AND RULE 144A REPORTING; REPORTS TO HOLDERS.

     

        (a)  With
      a
      view to making available the benefits of certain rules and regulations of the
      Commission that may permit the sale of the Registrable Shares to the public
      without registration, the Company agrees to, so long as any Holder owns any
      Registrable Shares:

     

            (i)  make
      and
      keep adequate current public information available, as those terms are
      understood and defined in Rule 144(c) at all times after the effective date
      of
      the first registration statement filed by the Company for an offering of the
      Company’s securities to the general public;

     

            (ii)  use
      its
      best efforts to file (including electronically on EDGAR) with the Commission
      in
      a timely manner all reports and other documents required to be filed by the
      Company under the Securities Act and the Exchange Act

     

            
(iii)  so
      long
      as a Holder owns any Registrable Shares constituting 144A/Regulation S Shares,
      if the Company is not required to file reports and other documents under the
      Securities Act and the Exchange Act, it will make available other information
      as
      required by, and so long as necessary to permit sales of Registrable Shares
      pursuant to, Rule 144 or Rule 144A; and

     


    
      
        
          
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           (iv)  furnish
      to any Holder promptly upon request a written statement by the Company as to
      its
      compliance with the reporting requirements of Rule 144 and of the Exchange
      Act,
      a copy of the most recent annual or quarterly report of the Company, and such
      other reports and documents of the Company, and take such reasonable further
      actions consistent with this Section 3, as a Holder may reasonably
      request in availing itself of any rule or regulation of the Commission allowing
      a Holder to sell any such Registrable Shares without registration.

     

        (b)  So
      long
      as a Holder owns any Registrable Shares, notwithstanding that the Company may
      not be required to file reports under the Securities Act or the Exchange Act
      or
      otherwise report on an annual and quarterly basis on forms provided for such
      annual and quarterly reporting pursuant to rules and regulations promulgated
      by
      the Commission, the Company shall furnish to the Holders all quarterly and
      annual financial information that would be required to be contained in a filing
      with the Commission on Forms 10-K and 10-Q if the Company were required to
      file
      such forms, including a “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations” and, with respect to the annual information
      only, audit reports thereon by the certified independent accountants of the
      Company.  Such annual reports shall be furnished within 60 days of
      fiscal year end and such quarterly reports shall be furnished within 15 days
      after the end of such quarter.

     

     

    4.  REGISTRATION
      PROCEDURES.  In connection with the obligations of the
      Company with respect to any registration pursuant to this Agreement, the Company
      shall:

     

    (a)  notify
      Purchaser, in writing, at least
      10 Business Days before filing a Registration Statement, of its intention to
      file a Registration Statement with the Commission and, at least 5 Business
      Days
      before filing, provide a copy of the Registration Statement to Purchaser;
      prepare and file with the Commission, as specified in this Agreement, each
      Registration Statement, which Registration Statement shall comply as to form
      in
      all material respects with the requirements of the applicable form and include
      all financial statements required by the Commission to be filed therewith and
      shall be reasonably acceptable to Purchaser; notify Purchaser at least 5
      Business Days before filing of any amendment or supplement to such Registration
      Statement and, at least 3 Business Days before filing, provide a copy of such
      amendment or supplement to Purchaser for review and comment; promptly following
      receipt from the Commission, provide to Purchaser copies of any comments made
      by
      the staff of the Commission relating to such Registration Statement and the
      Company’s responses thereto for review and comment; and use its reasonable best
      efforts to cause the Mandatory Shelf Registration Statement and the Demand
      Registration Statement to become effective as soon as practicable after filing
      and to remain effective as set forth in Section 2(a)(i) and Section
      2(b)(i) respectively;

     

    (b)  subject
      to Section 4(i), (i)
      prepare and file with the Commission such amendments and post-effective
      amendments to each such Registration Statement as may be necessary to keep
      such
      Registration Statement effective for the period described in Section
      2(a)(i) and Section 2(b)(i), (ii) cause each Prospectus contained
      therein to be supplemented by any required Prospectus supplement, and as so
      supplemented to be filed pursuant to Rule 424 or any similar rule that may
      be
      adopted under the Securities Act, (iii) promptly amend or supplement each such
      Registration Statement to include the Company’s quarterly and annual financial
      information and other material developments (unless the Company is eligible
      to
      incorporate such information by reference into the Registration Statement),
      during which time sales of the Registrable Shares under the Registration
      Statement will be suspended until such amendment or supplement is filed and
      effective, and (iv) comply in all material respects with the provisions of
      the
      Securities Act with respect to the disposition of all Registrable Shares covered
      by each Registration Statement during the applicable period in accordance with
      the intended method or methods of distribution by the selling Holders
      thereof;

     


    
      
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    (c)  furnish
      to the Holders, without charge,
      as many copies of each Prospectus, including each preliminary Prospectus, any
      Issuer Free Writing Prospectus, and any amendment or supplement thereto and
      such
      other documents as such Holder may reasonably request, in order to facilitate
      the public sale or other disposition of the Registrable Shares; the Company
      hereby consents to the use, in accordance with Applicable Law, of such
      Prospectus, including each preliminary Prospectus, and any Issuer Free Writing
      Prospectus by the Holders, if any, in connection with the offering and sale
      of
      the Registrable Shares covered by any such Prospectus;

     

    (d)  use
      its
      best efforts to register or qualify, or obtain exemption from registration
      or
      qualification for, all Registrable Shares by the time the applicable
      Registration Statement is declared effective by the Commission under all
      applicable state securities or “blue sky” laws of such domestic jurisdictions as
      Purchaser or any Holder covered by a Registration Statement shall reasonably
      request in writing, keep each such registration or qualification or exemption
      effective during the period such Registration Statement is required to be kept
      effective pursuant to Section 2(a)(i) and Section 2(b)(i) and do
      any and all other acts and things that may be reasonably necessary or advisable
      to enable such Holder to consummate the disposition in each such jurisdiction
      of
      such Registrable Shares owned by such Holder; provided, however, that the
      Company shall not be required to (i) qualify generally to do business in any
      jurisdiction or to register as a broker or dealer in such jurisdiction where
      it
      would not otherwise be required to qualify but for this Section 4(d),
      (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to
      the
      general service of process in any such jurisdiction;

     

    (e)  use
      its reasonable best efforts to
      cause all Registrable Shares covered by such Registration Statement to be
      registered and approved by such other domestic governmental agencies or
      authorities, if any, as may be necessary to enable the Holders thereof to
      consummate the disposition of such Registrable Shares;

     

    (f)  notify
      Purchaser and each Holder with
      Registrable Shares covered by a Registration Statement promptly and, if
      requested by Purchaser or any such Holder, confirm such advice in writing (i)
      when such Registration Statement has become effective and when any
      post-effective amendments and supplements thereto become effective, (ii) of
      the
      issuance by the Commission or any state securities authority of any stop order
      suspending the effectiveness of such Registration Statement or the initiation
      or
      threatening of any proceedings for that purpose (including a pending proceeding
      against the Company under Section 8A of the Securities Act in connection with
      the offering of the Registrable Shares), (iii) of any request by the Commission
      or any other federal or state governmental authority for amendments or
      supplements to such Registration Statement or related Prospectus or any Issuer
      Free Writing Prospectus or for additional information, and (iv) of the happening
      of any event during the period such Registration Statement is effective as
      a
      result of which such Registration Statement or the related Prospectus or any
      Issuer Free Writing Prospectus or any document incorporated by reference therein
      contains (other than with respect to information provided to the Company in
      writing by the Holders for use therein) any untrue statement of a material
      fact
      or omits to state any material fact required to be stated therein or necessary
      to make the statements therein not misleading (which information shall be
      accompanied by an instruction to suspend the use of the Registration Statement
      and the Prospectus and such Issuer Free Writing Prospectus until the requisite
      changes have been made), and at the request of any such Holder;

     

    (g)  during
      the period of time referred to
      in Section 2(a)(i), use its reasonable best efforts to avoid the issuance
      of, or if issued, to obtain the withdrawal of, any order enjoining or suspending
      the use or effectiveness of a Registration Statement or suspending the
      qualification (or exemption from qualification) of any of the Registrable Shares
      for sale in any jurisdiction, as promptly as practicable;

     

    (h)  upon
      request, furnish to each
      requesting Holder with Registrable Shares covered by a Registration Statement,
      without charge, at least one conformed copy of such Registration Statement
      and

     


    
      
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    any
      post-effective amendment or supplement thereto (without documents incorporated
      therein by reference or exhibits thereto, unless requested);

     

    (i)  except
      as provided in Section 5,
      upon the occurrence of any event contemplated by Section 4(f)(iv), use
      its reasonable best efforts to promptly prepare a supplement or post-effective
      amendment to a Registration Statement or the related Prospectus or any Issuer
      Free Writing Prospectus or any document incorporated therein by reference or
      file any other required document so that, as thereafter delivered to the
      purchasers of the Registrable Shares, such Prospectus or Issuer Free Writing
      Prospectus will not contain (other than with respect to information provided
      to
      the Company in writing by the Holders for use therein) any untrue statement
      of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading, and, upon request, promptly furnish
      to each requesting Holder covered by such Registration Statement a reasonable
      number of copies of each such supplement or post-effective
      amendment;

     

    (j)  if
      requested by the managing
      underwriters or any Holders of Registrable Shares being sold in connection
      with
      an Underwritten Offering, (i) promptly incorporate in a Prospectus supplement
      or
      post-effective amendment such material information as the managing underwriters
      or such Holders indicate relates to them or otherwise reasonably request be
      included therein and (ii) make all required filings of such Prospectus
      supplement or such post-effective amendment as soon as practicable after the
      Company has received notification of the matters to be incorporated in such
      Prospectus supplement or post-effective amendment;

     

    (k)  in
      the case of an Underwritten
      Offering, use its reasonable best efforts to provide to the Holders and the
      underwriters a signed counterpart, addressed to each such Holder and the
      underwriters, of:  (i) an opinion of counsel for the Company, dated
      the date of each closing under the underwriting agreement, reasonably
      satisfactory to the underwriters; and (ii) a “comfort” letter, dated the
      effective date of such Registration Statement and the date of each closing
      under
      the underwriting agreement, signed by the independent public accountants who
      have certified the Company’s financial statements included in such Registration
      Statement, covering substantially the same matters with respect to such
      Registration Statement (and the Prospectus included therein) and with respect
      to
      events subsequent to the date of such financial statements, as are customarily
      covered in accountants’ letters delivered to underwriters in underwritten public
      offerings of securities, and such other financial matters as the underwriters
      may reasonably request and customarily obtained by underwriters in underwritten
      offerings, provided that, to be an addressee of the comfort letter, each Holder
      may be required to confirm that it is in the category of persons to whom a
      comfort letter may be delivered in accordance with applicable accounting
      literature;

     

    (l)  enter
      into customary agreements (including in the case of an Underwritten Offering,
      an
      underwriting agreement in customary form) and take all other action in
      connection therewith to expedite or facilitate the distribution of the
      Registrable Shares included in such Registration Statement and, in the case
      of
      an Underwritten Offering, make representations and warranties to the
      underwriters in such form and scope as are customarily made by issuers to
      underwriters in underwritten offerings and confirm the same to the extent
      customary if and when requested;

     

    (m)  in
      connection with an Underwritten Offering, use its reasonable best efforts to
      make available for inspection by the representative of any underwriters
      participating in any disposition pursuant to a Registration Statement, all
      financial and other records and cause the respective officers, directors and
      employees of the Company to supply all information reasonably requested by
      any
      such representatives, the managing underwriters, counsel thereto or accountants
      in connection with a Registration Statement; provided, however, that such
      records, documents or information that the Company determines, in good faith,
      to
      be confidential and notifies such representatives, managing underwriters,
      counsel thereto or accountants are confidential shall not be used by the
      underwriters or the Holders as the basis for any market

     


    
      
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    transactions
      in the securities of the Company) and shall not be disclosed by the
      representatives, managing underwriters, counsel thereto or accountants unless
      (i) the disclosure of such records, documents or information is necessary to
      avoid or correct a material misstatement or material omission in a Registration
      Statement or Prospectus, (ii) the release of such records, documents or
      information is ordered pursuant to a subpoena or other order from a court of
      competent jurisdiction, or (iii) such records, documents or information have
      been generally made available to the public; provided further, that upon
      learning that the disclosure of such records, documents or information is sought
      in a court of competent jurisdiction, the recipient of such confidential
      information shall give notice to the Company and allow (and cooperate with)
      the
      Company at its expense to undertake appropriate action to prevent disclosure
      of
      the information deemed confidential.  To the extent practicable, the
      foregoing inspection and information gathering shall be coordinated on behalf
      of
      the Holders and the other parties entitled thereto by one counsel designated
      by
      and on behalf of the Holders and the other parties, which counsel the Company
      determines in good faith is reasonably acceptable;

     

    (n)  use
      its reasonable best efforts
      (including seeking to cure in the Company’s listing or inclusion application any
      deficiencies cited by the exchange or market) to maintain the listing on The
      Nasdaq Stock Market;

     

    (o)  prepare
      and file in a timely manner all
      documents and reports required by the Exchange Act and, to the extent the
      Company’s obligation to file such reports pursuant to Section 15(d) of the
      Exchange Act expires before the expiration of the effectiveness period of the
      Registration Statement as required by Section 2(a)(i), the Company shall
      register the Registrable Shares under the Exchange Act and shall maintain such
      registration through the effectiveness period required by Section
      2(a)(i);

     

    (p)  provide
      a CUSIP number for all
      Registrable Shares not later than the effective date of the Registration
      Statement;

     

    (q)  (i)
      otherwise use its reasonable best
      efforts to comply in all material respects with all applicable rules and
      regulations of the Commission, (ii) make generally available to its
      stockholders, as soon as reasonably practicable, earnings statements covering
      at
      least 12 months that satisfy the provisions of Section 11(a) of the Securities
      Act and Rule 158 thereunder, and (iii) delay filing any Registration Statement
      or Prospectus or amendment or supplement to such Registration Statement or
      Prospectus to which any Holder of Registrable Shares covered by any such
      Registration Statement shall have reasonably objected on the grounds that such
      Registration Statement or Prospectus or amendment or supplement does not comply
      in all material respects with the requirements of the Securities Act, such
      Holder having been furnished with a copy thereof at least 3 Business Days before
      the filing thereof, provided that the Company may file such Registration
      Statement or Prospectus or amendment or supplement following such time as the
      Company shall have made a good faith effort to resolve any such issue with
      the
      objecting Holder and shall have advised the Holder in writing of its reasonable
      belief that such filing complies in all material respects with the requirements
      of the Securities Act;

     

    (r)  cause
      to be maintained a registrar and
      transfer agent for all Registrable Shares covered by any Registration Statement
      from and after a date not later than the effective date of such Registration
      Statement;

     

    (s)  in
      connection with any sale or transfer
      of the Registrable Shares (whether or not pursuant to a Registration Statement)
      that will result in the securities being delivered no longer constituting
      Registrable Shares, cooperate with the Holders and the managing underwriters
      to
      facilitate the timely preparation and delivery of certificates representing
      the
      Registrable Shares to be sold, which certificates shall not bear any transfer
      restrictive legends (other than as required by the Company’s charter), and to
      enable such

     


    
      
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    Registrable
      Shares to be in such denominations and registered in such names as the managing
      underwriters or the Holders may request at least 3 Business Days before any
      sale
      of the Registrable Shares;

     

    (t)  if
      required under the rules of the
      NASD, in connection with the initial filing of a Shelf Registration Statement
      and each amendment thereto with the Commission pursuant to Section 2(a), prepare
      and, within one Business Day of such filing with the Commission, to file with
      the NASD all forms and information required or requested by the NASD in order
      to
      obtain written confirmation from the NASD that the NASD does not object to
      the
      fairness and reasonableness of the underwriting terms and arrangements (or
      any
      deemed underwriting terms and arrangements) (each such written confirmation,
      a
“No Objections Letter”) relating to the resale of Registrable Shares pursuant to
      the Shelf Registration Statement, including, without limitation, information
      provided to the NASD through its COBRADesk system, and shall pay all costs,
      fees
      and expenses incident to the NASD’s review of the Shelf Registration Statement
      and the related underwriting terms and arrangements, including, without
      limitation, all filing fees associated with any filings or submissions to the
      NASD and the legal expenses, filing fees and other disbursements of Purchaser
      and any other NASD member that is the holder of, or is affiliated or associated
      with an owner of, Registrable Shares included in the Shelf Registration
      Statement (including in connection with any initial or subsequent member
      filing);

     

    The
      Company may require the Holders to
      furnish to the Company in writing such information regarding the proposed
      distribution by such Holder as the Company may from time to time reasonably
      request in writing or as shall be required to effect the registration of the
      Registrable Shares, and no Holder shall be entitled to be named as a selling
      stockholder in any Registration Statement and no Holder shall be entitled to
      use
      the Prospectus forming a part thereof if such Holder does not timely provide
      such information to the Company.  Each Holder further agrees to
      furnish promptly to the Company in writing all information required from time
      to
      time to make the information previously furnished by such Holder not
      misleading.

     

    Each
      Holder agrees that, upon receipt
      of any notice from the Company of the happening of any event of the kind
      described in Section 4(f)(ii), 4(f)(iii) or 4(f)(iv), such
      Holder will immediately discontinue disposition of Registrable Shares pursuant
      to a Registration Statement until (i) any such stop order is vacated or (ii)
      if
      an event described in Section 4(f)(iii) or 4(f)(iv) occurs, such
      Holder’s receipt of the copies of the supplemented or amended
      Prospectus.  If so directed by the Company, such Holder will deliver
      to the Company (at the reasonable expense of the Company) all copies in its
      possession, other than permanent file copies then in such Holder’s possession,
      of the Prospectus covering such Registrable Shares current at the time of
      receipt of such notice.

     

    Each
      Holder represents that it has not
      prepared or had prepared on its behalf or used or referred to, and agrees that
      it will not prepare or have prepared on its behalf or use or refer to, any
      Free
      Writing Prospectus, and has not distributed and will not distribute any written
      materials in connection with the offer or sale of the Registrable Shares without
      the prior express written consent of the Company and, in connection with any
      Underwritten Offering, the underwriters.  Any such Free Writing
      Prospectus consented to by the Company and the underwriters, as the case may
      be,
      is hereinafter referred to as a “Permitted Free Writing
      Prospectus.”  The Company represents and agrees that it
      has treated and will treat, as the case may be, each Permitted Free Writing
      Prospectus as an Issuer Free Writing Prospectus, including in respect of timely
      filing with the Commission, legending and record keeping.

     

    5.  SUSPENSION
      PERIOD.

     

    (a)  Subject
      to the provisions of this Section 5, following the effectiveness of
      a Registration Statement (and the filings with any international, federal or
      state securities commissions), the Company may direct the Holders (in the case
      of a Mandatory Shelf Registration Statement) or Initiating Holders
      (in

     


    
      
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    the
      case
      of a Demand Registration Statement or Piggyback Registration Statement), in
      accordance with Section 5(b), to suspend sales of the Registrable Shares
      pursuant to a Registration Statement for such times as the Company reasonably
      may determine is necessary and advisable (but in no event for more than an
      aggregate of 90 days, including for purposes of such
      calculation, any days that were deferred under Section 2(b)(ii), in any
      consecutive 12-month period commencing on Closing, except as a result of a
      review of any post-effective amendment by the Commission before declaring any
      post-effective amendment to the Registration Statement effective,
provided that the Company has used its reasonable best efforts to cause
      such post-effective amendment to be declared effective) if
      (i) a certificate is delivered by the Company and signed by a director of the
      Company certifying that in the good faith judgment of the Board it would be
      seriously detrimental to the Company to proceed with such sale because (x)
      a
      merger, consolidation, substantial acquisition or other similar corporate action
      is expected to occur imminently or (y) the Company intends to issue equity
      securities or equity-linked securities not pursuant to a registration statement;
      or (ii) the majority of the members of the Board of Directors of the
      Company shall have determined in good faith, upon the advice of counsel, that
      it
      is required by law, rule, regulation or Commission-published release or
      interpretation to supplement the Registration Statement or file a post-effective
      amendment to the Registration Statement in order to incorporate information
      into
      the Registration Statement for the purpose of (1) including in the
      Registration Statement any prospectus required under Section 10(a)(3) of the
      Securities Act; (2) reflecting in the prospectus included in the
      Registration Statement any facts or events arising after the effective date
      of
      the Registration Statement (or of the most-recent post-effective amendment)
      that, individually or in the aggregate, represents a fundamental change in
      the
      information set forth therein; or (3) including in the prospectus included
      in the Registration Statement any material information with respect to the
      plan
      of distribution not disclosed in the Registration Statement or any material
      change to such information.  Upon the occurrence of any such
      suspension, the Company shall use its reasonable best efforts to cause the
      Registration Statement to become effective or to promptly (and in the case
      of a
      suspension under clause (ii), use reasonable best efforts to within seven (7)
      days) amend or supplement the Registration Statement on a post-effective basis
      or to take such action as is necessary to make resumed use of the Registration
      Statement compatible with the Company’s best interests, as applicable, so as to
      permit the Holders to resume sales of the Registrable Shares as soon as
      possible. 

     

    (b)  In
      the
      case of an event that causes the Company to suspend the use of a Registration
      Statement (a “Suspension Event”), the Company shall
      give written notice (a “Suspension Notice”) to
      Purchaser and the Holders (or the Initiating Holders, as the case may be) to
      suspend sales of the Registrable Shares and such notice shall state generally
      the basis for the notice and that such suspension shall continue only for so
      long as the Suspension Event or its effect is continuing and the Company is
      using its best efforts and taking all reasonable steps to terminate suspension
      of the use of the Registration Statement as promptly as possible.  No
      Holder shall effect any sales of the Registrable Shares pursuant to such
      Registration Statement (or such filings) at any time after it has received
      a
      Suspension Notice from the Company and before receipt of an End of Suspension
      Notice (as defined below).  If so directed by the Company, each Holder
      will deliver to the Company (at the expense of the Company) all copies other
      than permanent file copies then in such Holder’s possession of the Prospectus
      and any Issuer Free Writing Prospectus covering the Registrable Shares at the
      time of receipt of the Suspension Notice.  The Holders (or the
      Initiating Holders, as the case may be) may recommence effecting sales of the
      Registrable Shares pursuant to the Registration Statement (or such filings)
      following further notice to such effect (an “End of Suspension
      Notice”) from the Company, which End of Suspension Notice shall be
      given by the Company to the Holders (or the Initiating Holders, as the case
      may
      be) and Purchaser in the manner described above promptly following the
      conclusion of any Suspension Event and its effect.

     

    (c)  Notwithstanding
      any provision herein to the contrary, subject to any Suspension Events or as
      contemplated by Section 4(f)(iv), the Company shall use its reasonable
      best efforts to cause each Registration Statement to be maintained effective
      pursuant to this Agreement until the Registrable Shares are not Registrable
      Shares.

     


    
      
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    6.  INDEMNIFICATION
      AND CONTRIBUTION.

     

    (a)  The
      Company agrees to indemnify and hold harmless (i) Purchaser, each Holder and
      any
      underwriter (as determined in the Securities Act) for such Holder (including,
      if
      applicable, Purchaser), (ii) each Person, if any, who controls (within the
      meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
      Act) any of the foregoing (a “Controlling Person”),
      and (iii) the respective officers, directors, partners, members, employees,
      representatives and agents of any such Person or any Controlling Person (any
      Person referred to in clause (i), (ii) or (iii) may hereinafter be referred
      to
      as an “Purchaser Indemnitee”) from and against any and
      all losses, claims, damages, judgments, actions, reasonable out-of-pocket
      expenses, and other liabilities, including, as incurred, reimbursement of all
      reasonable costs of investigating, preparing, pursuing or defending any claim
      or
      action, or any investigation or proceeding by any governmental agency or body,
      commenced or threatened, including the reasonable fees and expenses of outside
      counsel to any Purchaser Indemnitee, joint or several (the
“Liabilities”), directly or indirectly related to,
      based upon, arising out of or in connection with any untrue statement or alleged
      untrue statement of a material fact contained in any Registration Statement,
      Prospectus or Issuer Free Writing Prospectus (as amended or supplemented),
      or
      any preliminary Prospectus or any other document prepared by the Company used
      to
      sell the Registrable Shares, or any omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein (in the case of a Prospectus, in light of the circumstances
      under which they were made), not misleading, except insofar as such Liabilities
      arise out of or are based upon (i) any untrue statement or omission or alleged
      untrue statement or omission made in reliance upon and in conformity with
      information relating to any Purchaser Indemnitee furnished to the Company or
      any
      underwriter in writing by such Purchaser Indemnitee expressly for use therein,
      or (ii) any sales by any Holder after the delivery by the Company to such Holder
      of a Suspension Notice and before the delivery by the Company of an End of
      Suspension Notice.  The Company shall notify the Holders promptly of
      the institution, threat or assertion of any claim, proceeding (including any
      governmental investigation), or litigation which it shall have become aware
      in
      connection with the matters addressed by this Agreement which involves the
      Company or a Purchaser Indemnitee.  The indemnity provided for herein
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of any Purchaser Indemnitee.

     

    (b)  In
      connection with any Registration Statement in which a Holder is participating,
      such Holder agrees, severally and not jointly, to indemnify and hold harmless
      Purchaser, the Company, each Person who controls the Company or Purchaser within
      the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
      Act, and the respective officers, directors, partners, members, representatives,
      employees and agents of such Person or Controlling Person to the same extent
      as
      the foregoing indemnity from the Company to each Purchaser Indemnitee, but
      only
      with reference to (i) untrue statements or omissions or alleged untrue
      statements or omissions made in reliance upon and in strict conformity with
      information relating to such Holder furnished to the Company in writing by
      such
      Holder expressly for use in any Registration Statement or Prospectus, any
      amendment or supplement thereto, or any preliminary Prospectus and (ii) any
      sales by any Holder after the delivery by the Company to such Holder of a
      Suspension Notice and before the delivery by the Company of an End of Suspension
      Notice.  The liability of any Holder pursuant to clause (i) of the
      immediately preceding sentence shall in no event exceed the net proceeds
      received by such Holder from sales of Registrable Shares giving rise to such
      obligations.  If a Holder elects to include Registrable Shares in an
      Underwritten Offering, the Holder shall be required to agree to such customary
      indemnification provisions as may reasonably be required by the underwriter
      in
      connection with such Underwritten Offering.

     

    (c)  If
      any
      suit, action, proceeding (including any governmental or regulatory
      investigation), claim or demand shall be brought or asserted against any Person
      in respect of which indemnity may be sought pursuant to Section 6(a) or
      6(b), such Person (the “Indemnified Party”), shall promptly notify the
      Person against whom such indemnity may be sought (the “Indemnifying Party”), in
      writing (to the extent

     


    
      
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    legally
      advisable) of the commencement thereof (but the failure to so notify an
      Indemnifying Party shall not relieve it from any Liability which it may have
      under this Section 6, except to the extent the Indemnifying Party is
      materially prejudiced by the failure to give notice), and the Indemnifying
      Party, upon request of the Indemnified Party, shall retain counsel reasonably
      satisfactory to the Indemnified Party to represent the Indemnified Party and
      any
      others the Indemnifying Party may reasonably designate in such proceeding and
      shall assume the defense of such proceeding and pay the fees and expenses
      actually incurred by such counsel related to such
      proceeding.  Notwithstanding the foregoing, in any such proceeding,
      any Indemnified Party may retain its own counsel, but the fees and expenses
      of
      such counsel shall be at the expense of such Indemnified Party, unless (i)
      the
      Indemnifying Party and the Indemnified Party shall have mutually agreed in
      writing to the contrary, (ii) the Indemnifying Party failed within a reasonable
      time after notice of commencement of the action to assume the defense and employ
      counsel reasonably satisfactory to the Indemnified Party, (iii) the Indemnifying
      Party and its counsel do not pursue in a reasonable manner the defense of such
      action or (iv) the named parties to any such action (including any impleaded
      parties) include both such Indemnified Party and the Indemnifying Party, or
      any
      Affiliate of the Indemnifying Party, and such Indemnified Party shall have
      been
      reasonably advised by counsel that, either (x) there may be one or more legal
      defenses available to it which are different from or additional to those
      available to the Indemnifying Party or such Affiliate of the Indemnifying Party
      or (y) a conflict may exist between such Indemnified Party and the Indemnifying
      Party or such Affiliate of the Indemnifying Party, in which event the
      Indemnifying Party may not assume or direct the defense of such action on behalf
      of such Indemnified Party, it being understood, however, that the Indemnifying
      Party shall not, in connection with any one such action or separate but
      substantially similar or related actions arising out of the same general
      allegations or circumstances, be liable for the fees and expenses of more than
      one separate firm of attorneys (in addition to any local counsel) for all such
      Indemnified Parties, which firm shall be designated in writing by those
      Indemnified Parties who sold a majority of the Registrable Shares sold by all
      such Indemnified Parties and any such separate firm for the Company, the
      directors, the officers and such control Persons of the Company as shall be
      designated in writing by the Company.  The Indemnifying Party shall
      not be liable for any settlement of any proceeding effected without its written
      consent, which consent shall not be unreasonably withheld or delayed, but if
      settled with such consent or if there be a final judgment for the plaintiff,
      the
      Indemnifying Party agrees to indemnify any Indemnified Party from and against
      any Liability by reason of such settlement or judgment to the extent provided
      in
      this Section 6 without reference to this sentence.  No
      Indemnifying Party shall, without the prior written consent of the Indemnified
      Party, effect any settlement of any pending or threatened proceeding in respect
      of which any Indemnified Party is or could have been a party and indemnity
      could
      have been sought hereunder by such Indemnified Party, unless such settlement
      includes an unconditional release of such Indemnified Party from all Liability
      on claims that are the subject matter of such proceeding.

     

    (d)  If
      the
      indemnification provided for in Section 6(a) or 6(b) is for any
      reason held to be unavailable to an Indemnified Party in respect of any
      Liabilities referred to therein (other than by reason of the exceptions provided
      therein) or is insufficient to hold harmless a party indemnified thereunder,
      then each Indemnifying Party under such sections, in lieu of indemnifying such
      Indemnified Party thereunder, shall contribute to the amount paid or payable
      by
      such Indemnified Party as a result of such Liabilities (i) in such proportion
      as
      is appropriate to reflect the relative benefits of the Indemnified Party on
      the
      one hand and the Indemnifying Parties on the other in connection with the
      statements or omissions that resulted in such Liabilities, or (ii) if the
      allocation provided by clause (i) above is not permitted by applicable law,
      in
      such proportion as is appropriate to reflect not only the relative benefits
      referred to in clause (i) above but also the relative fault of the Indemnifying
      Parties and the Indemnified Party, as well as any other relevant equitable
      considerations.  The relative fault of the Company, on the one hand,
      and any Purchaser Indemnitees, on the other, shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission or alleged omission to state a material fact
      relates to information supplied by the Company or by such Purchaser Indemnitees
      and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     


    
      
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    (e)  The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 6 were determined by pro rata allocation (even if
      such Indemnified Parties were treated as one entity for such purpose), or by
      any
      other method of allocation that does not take account of the equitable
      considerations referred to in Section 6(d).  The amount paid or
      payable by an Indemnified Party as a result of any Liabilities referred to
      in
Section 6(d) shall be deemed to include, subject to the limitations set
      forth above, any reasonable legal or other expenses actually incurred by such
      Indemnified Party in connection with investigating or defending any such action
      or claim.  Notwithstanding the provisions of this Section 6, in
      no event shall a Purchaser Indemnitee be required to contribute any amount
      in
      excess of the amount by which proceeds received by such Purchaser Indemnitee
      from sales of Registrable Shares exceeds the amount of any damages that such
      Purchaser Indemnitee has otherwise been required to pay by reason of such untrue
      or alleged untrue statement or omission or alleged omission.  For
      purposes of this Section 6, each Person, if any, who controls (within the
      meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
      Act) Purchaser or a Holder shall have the same rights to contribution as
      Purchaser or such Holder, as the case may be, and each Person, if any, who
      controls (within the meaning of Section 15 of the Securities Act or Section
      20(a) of the Exchange Act) the Company, and each officer, director, partner,
      member, employee, representative, agent or manager of the Company shall have
      the
      same rights to contribution as the Company.  Any party entitled to
      contribution will, promptly after receipt of notice of commencement of any
      action, suit or proceeding against such party in respect of which a claim for
      contribution may be made against another party or parties, notify each party
      or
      parties from whom contribution may be sought, but the omission to so notify
      such
      party or parties shall not relieve the party or parties from whom contribution
      may be sought from any obligation it or they may have under this Section
      6 or otherwise, except to the extent that any party is materially prejudiced
      by the failure to give notice.  No Person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act),
      shall be entitled to contribution from any Person who was not guilty of such
      fraudulent misrepresentation.

     

    (f)  The
      indemnity and contribution agreements contained in this Section 6 will be
      in addition to any Liability which any Indemnifying Party may otherwise have
      to
      any Indemnified Party.  Each Purchaser Indemnitee’s obligations to
      contribute pursuant to this Section 6 are not joint but are several in
      the proportion that the number of Shares sold by such Purchaser Indemnitee
      bears
      to the number of Shares sold by all Purchaser Indemnities.

     

    7.  TERMINATION
      OF THE COMPANY’S OBLIGATIONS

     

    .  The
      Company shall have no further obligations pursuant to this Agreement at such
      time as no Registrable Shares are outstanding after their original issuance,
      provided, however, that the Company’s obligations under Sections
      3, and 6 (and any related definitions) shall remain in full force and effect
      following such time; provided, further, that if no Registrable Shares are
      outstanding after their original issuance because the Company redeemed the
      Registrable Shares pursuant to its charter documents, the Company’s obligations
      hereunder shall terminate at such time.

     

    8.  MISCELLANEOUS.

     

    (a)  Remedies.  In
      the event of a breach by the Company of any of its obligations under this
      Agreement, each Holder, in addition to being entitled to exercise all rights
      provided herein or, in the case of Purchaser, in the Purchase Agreement, or
      granted by law, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement.  Subject to Section
      6, the Company agrees that monetary damages would not be adequate
      compensation for any loss incurred by reason of a breach by it of any of the
      provisions of this Agreement and hereby further agrees that, in the event of
      any
      action for specific performance in respect of such breach, it shall waive the
      defense that a remedy at law would be adequate.

     

    (b)  Amendments
      and Waivers.  This Agreement may not be amended, modified
      or supplemented, and waivers or consents to or departures from the provisions
      hereof may not be given,

     


    
      
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    without
      the written consent of the Company and Holders beneficially owning a majority
      of
      the Registrable Shares; provided, however, that for
      purposes of this Agreement, Registrable Shares owned, directly or indirectly,
      by
      an entity that is an Affiliate of the Company due to the Company’s owning an
      interest in such entity shall not be deemed to be
      outstanding.  Notwithstanding the foregoing, a waiver or consent to or
      departure from the provisions hereof with respect to a matter that relates
      exclusively to (i) the Mandatory Shelf Registration Statement may be given
      only
      with the consent of a majority of Registrable Shares covered thereby and (ii)
      the rights of a Holder whose securities are being sold pursuant to a
      Registration Statement and that does not directly or indirectly affect, impair,
      limit or compromise the rights of other Holders may be given by such Holder;
      provided that the provisions of this sentence may not be
      amended, modified or supplemented except in accordance with the provisions
      of
      the immediately preceding sentence.

     

    (c)  Notices.  All
      notices and other communications, provided for or permitted hereunder shall
      be
      made in writing and delivered by facsimile (with receipt confirmed), overnight
      courier or registered or certified mail, return receipt requested, or by
      telegram, addressed as follows:

     

            (i)  if
      to a
      Holder, at the most current address given by the transfer agent and registrar
      of
      the Shares to the Company (including by email);

     

            (ii)  if
      to the
      Company, at the offices of the Company at 4340 East West Highway, Bethesda,
      Maryland 20814, Attention:  Chief Executive Officer (facsimile +1
      (310) 215-7777); with a copy (which shall not constitute notice) to Hughes
      Hubbard & Reed LLP at One Battery Park Plaza, New York, NY 10004-1482,
      Attention:  Gary J. Simon (facsimile +1 (212) 422-4726);
      and

     

            (iii)  if
      to
      Purchaser, at the offices of Purchaser at 26/F, Chater House, 8 Connaught Road,
      Central, Hong Kong, Attention: Principal Investment Management, Middle
      Office  (facsimile +852 2877-0360); with a copy (which shall not
      constitute notice) to Milbank, Tweed, Hadley & McCloy LLP, Tower 2, China
      Central Place, 1505-1506, Chaoyang District, Beijing, 100025, China.
      Attention:  Edward Sun, Esq. (facsimile +86 (10)
      5969-2707).

     

    (d)  Successors
      and Assigns; Third Party Beneficiaries.  This Agreement
      shall inure to the benefit of and be binding upon the successors and assigns
      of
      each of the parties hereto and shall inure to the benefit of each
      Holder.  The Company agrees that the Holders shall be third party
      beneficiaries to the agreements made hereunder by Purchaser and the Company,
      and
      each Holder shall have the right to enforce such agreements directly to the
      extent it deems such enforcement necessary or advisable to protect its rights
      hereunder; provided, however, that such Holder fulfills all of
      its obligations hereunder.

     

    (e)  Counterparts.  This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.

     

    (f)  Governing
      Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
      MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
      OF
      CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN
      THE
      LAW OF THE STATE OF NEW YORK.  EACH OF THE PARTIES HERETO HEREBY
      IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
      DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF
      THE
      STATE OF NEW YORK OR SITTING IN NEW YORK COUNTY IN RESPECT OF ANY SUIT, ACTION
      OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY
      ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, THE JURISDICTION OF

     


    
      
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    THE
      AFORESAID COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO
      THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
      THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,
      ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
      SUIT,
      ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
      INCONVENIENT FORUM.

     

    (g)  Severability.  If
      any term, provision, covenant or restriction of this Agreement is held by a
      court of competent jurisdiction to be invalid, illegal, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions set forth
      herein shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated, and the parties hereto shall use their best efforts
      to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction.  It is hereby stipulated and declared to be the intention
      of the parties hereto that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    (h)  Entire
      Agreement.  This Agreement, together with the Purchase
      Agreement, is intended by the parties hereto as a final expression of their
      agreement, and is intended to be a complete and exclusive statement of the
      agreement and understanding of the parties hereto in respect of the subject
      matter contained herein and therein.

     

    (i)  Registrable
      Shares Held by the Company or its Affiliates.  Whenever
      the consent or approval of Holders of a specified percentage of Registrable
      Shares is required hereunder, Registrable Shares (or securities convertible
      into
      Registrable Shares) held by the Company or entities that are Affiliates of
      the
      Company due to the Company’s owning an interest in such
      entities shall not be counted in determining whether such
      consent or approval was given by the Holders of such required
      percentage.

     

    (j)  Survival.  This
      Agreement is intended to survive the consummation of the transactions
      contemplated by the Purchase Agreement.  The indemnification and
      contribution obligations under Section 6 shall survive the termination of
      the Company’s obligations under Section 2.

     

    (k)  Headings.  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the provisions of this Agreement.  All
      references made in this Agreement to “Section” refer to such Section of this
      Agreement, unless expressly stated otherwise.

     

    (l)  Adjustment
      for Stock Splits, etc.  Wherever in this Agreement there
      is a reference to a specific number of shares with respect to any securities,
      then upon the occurrence of any subdivision, combination, or stock dividend
      of
      such shares, the specific number of shares with respect to any securities so
      referenced in this Agreement shall automatically be proportionally adjusted
      to
      reflect the effect on the outstanding shares of such class or series of stock
      by
      such subdivision, combination, or stock dividend.

     

    (m)  No
      Inconsistent Terms.  The Company represents, warrants and
      agrees that (i) the rights granted to the Holders hereunder do not in any way
      conflict with and are not inconsistent with the rights granted to the holders
      of
      any other outstanding securities issued or guaranteed by the Company under
      any
      other agreement and (ii) the Company has not entered into any agreement that
      is
      inconsistent with the rights granted to the Holders in this Agreement or
      otherwise conflicts with the provisions hereof.

     

    [Remainder
      of this Page Intentionally Left Blank]

     


    
      
        Registration
          Rights Agreement

      

      
        21

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the
      date first above written.

     

    
 

    
      
        
          	 	
                  CHINDEX
                    INTERNATIONAL, INC.

                
	 	 
	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


        


        


        
          	 	
                  MAGENTA
                    MAGIC LIMITED

                
	 	 
	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        
 

         

         

      

    

     

     

    


     

     

    
 

     

    Signature
      Page to Registration Rights Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

     

    


     

    [Company]

     

    Questionnaire
      for Selling Stockholders

     

    This
      questionnaire is being furnished to the stockholders of
      [                    ]
      (the “Company”) that have purchased shares of the
      Company’s common stock, par value $0.01 per share
      (“Shares”), in the Company’s private
      placement that closed on
      [                     ],
      or their respective transferees.   The Company will use the
      information obtained in response to this Questionnaire in the preparation of
      the
      Registration Statement the Company is required to file with the SEC to permit
      the public offer and sale of the Shares issued in the private placement (the
      “Registration Statement”) and filings with the
      National Association of Securities Dealers, Inc.
      (“NASD”) in connection with the Registration
      Statement.

     

    Please
      complete and return this questionnaire to
[           ],
      Milbank, Tweed, Hadley & McCloy LLP, Tower 2, China Central Place,
      1505-1506, Chaoyang District, Beijing, China.  (telephone +86 (10)
      5969-2700) by 5 p.m. Beijing Time on [_________,
      _____________].

     

    Please
      answer all questions.  If the answer to any question is “none” or
“not applicable,” please so state.

     

    If
      there
      is any question about which you have any doubt, please set forth the relevant
      facts in your answer.

     

    
      	
              1.  

            	
              Please
                set out below the name, as you wish it to appear in the “Selling
                Stockholder” section of the Registration Statement, and address of the
                holder of the Shares.

            


    

     

    Name:

     

    Address:

     

    
      	
              2.  

            	
              Please
                state the total number of currently outstanding Shares that the
                holder beneficially owns* and the form of ownership and the date
                that it acquired such Shares.

            


    

     

    


     

    


     

    


     

    *
      See
      Appendix  A below for definitions.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              3.  

            	
              List
                below the nature of any position, office or other material relationship
                which any affiliate* of the holder has, or has had within the
                past three years, with the Company or any of its
                affiliates*.

            


    

     

    


     

    


     

    


     

    
      	
              4.  

            	
              The
                beneficial owner of the Shares to be registered for resale
                is:

            


    

     

     ̈           an
      individual;

     ̈           a
      corporation;

     ̈           a
      limited liability company;

     ̈           a
      partnership;

     ̈           other
      entity.

     

    


     

    
      	
              5.  

            	
              If
                you checked a box other than the one opposite “an individual” in Question
                4, please disclose (1) each natural person in your organization who
                exercises voting and/or investment control with respect to the securities
                held by the beneficial owner named in Question 1 and (2) his or her
                title
                and relation to the beneficial owner.  If the beneficial owner
                is an entity, such as a limited partnership or limited liability
                company,
                that is in turn managed or controlled by another entity rather than
                an
                individual(s), please proceed up the corporate chain of your organization
                until you reach the individual(s) that exercise voting and/or investment
                control over the Shares.  If you do not believe that any
                individual exercises investment and/or voting control over the Shares
                to
                be registered for resale, please provide the name of the entity(ies)
                that
                you believe exercises voting and/or investment control over the Shares
                in
                the space below and proceed to Question
                6.

            


    

     

    


     

    


     

    


     

    
      	
              6.  

            	
              If
                you believe that no individual exercises voting or investment control
                over
                the Shares to be registered for resale, please answer the following
                questions:

            


    

     

    


     

    
      	
               

            	
                  (a)
                Do
                one or two individuals have the ability to vote or sell the
                Shares?

            


    

     

    


     

    
      	
               

            	
                   ̈
                Yes –
                one or two individuals have the ability to vote or sell the
                Shares

            


    

     

    


     

    
      	
               

            	
                   ̈
                No –
                more than two individuals have the ability to vote or sell the
                Shares

            


    

     

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)
      If
      you answered “Yes” above, please provide the names of those individuals, their
      title and relation to the beneficial owner.  Under SEC guidelines,
      this individual(s) exercises voting and/or investment control over the
      Shares.

     

    


     

    (c)
      If
      you answered “No” to Question 6(a), (1) do three or more natural persons have
      voting and investment power over the securities, or control an entity which
      has
      such voting and investment power AND (2) is a majority vote of such persons
      required to determine how to vote and whether to sell the Shares held by the
      beneficial owner?

     

     ̈
      Yes

     

     ̈
      No

     

    (d)
      If
      you answered “No” to (c) above, please provide the names of the natural persons,
      their title and relation to the beneficial owner.  Under SEC
      guidelines, these individuals exercise voting and/or investment control over
      the
      Shares.

     

    
      	
              7.  

            	
              If
                the holder expressly wishes to disclaim beneficial ownership* of
                any Shares listed under Question 2 for any reason in the Registration
                Statement, indicate below the Shares and circumstances for disclaiming
                such beneficial
                ownership*.

            


    

     

    


     

    


     

    


     

    
      	
              8.  

            	
              With
                respect to the Shares to be included in the Registration Statement,
                please
                list any party that has or may have secured a lien, security interest
                or
                any other claim relating to such Shares and please give a full description
                of such claims.

            


    

     

    


     

    


     

    


     

    
      	
              9.  

            	
              If
                the holder presently contemplates a sale (other than pursuant to
                the
                Registration Statement) or purchase, is presently committed to sell
                or
                purchase, any of the Shares, or plans to sell the Shares, once the
                Registration Statement is effective, other than pursuant to the Plan
                of
                Distribution attached on Appendix B, please state the number of
                Shares and provide a description of the contemplated
                transaction.

            


    

     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              10.  

            	
              State
                whether the holder is :

            


    

     

    
       

      
        	
                (a)  

              	
                
                  a
                    member* of the NASD?

                

              


      

       

    

       Yes        ̈              No         ̈

     

    
      
         

        
          	
                  (b)  

                	
                  
                    
                      a
                        person associated with a member* of the
                        NASD?

                    

                  

                


        

        
           

             Yes        ̈              No         ̈

           

           

        

      

    

    
      
        
          	
                  (c)  

                	
                  
                    
                      
                        an
                          affiliate* of a member* of the
                          NASD?

                      

                    

                  

                


        

        
           

             Yes        ̈              No         ̈

           

        

      

    

     

    
      	
              (d)  

            	
              associated*
                or affiliated* through equity ownership or otherwise with a
                member* of the NASD or owns stock or any other securities of
                any
                NASD member* not purchased in the open
                market?

            


    

    
       

         Yes        ̈              No         ̈

       

    

     

    
      	
              (e)  

            	
              an
                immediate family member* of any member* or person
                associated with a member*?

            


    

    
       

         Yes        ̈              No         ̈

       

    

     

    
      	
              (f)  

            	
              an
                entity or person that has made any outstanding subordinated loans
                to any
                member*?

            


    

     

    
         Yes        ̈              No         ̈

       

    

     

    If
      you
      answered “Yes” to any part of this Question 10, provide the following
      information:

     

    
      	
              (a)  

            	
              the
                name of the member(s)*:

            


    

     

    


     

     

    
      	
              (b)  

            	
              the
                nature of the affiliation* or association* or family
                relationship:

            


    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              (c)  

            	
              whether
                the member* is participating* in any capacity in the
                offering of the Shares:

            


    

     

    


     

     

    


     

    
      	
              (d)  

            	
              the
                Member* whose securities the holder owns and a description of
                the
                securities:

            


    

     

    


     

    
 

     

    
      	
              (e)  

            	
              the
                Member* the holder has loaned money to and a brief description
                of
                the loan:

            


    

     

    


     

     

    


     

    
      	
              (f)  

            	
              all
                financing, investment and/or advisory services provided in the past
                180
                days, to be provided up to the time the Company files the Registration
                Statement, or to be provided during the 90 days following effectiveness
                of
                the Registration Statement by any participating member*, and
                compensation attributable to such services (we may require copies
                of any
                related agreements):

            


    

     

    


     

     

    


     

    11.           State
      whether the holder is affiliated with a registered broker or
      dealer.

     

    Affiliated       ̈           Not
      affiliated       ̈

     

    


     

    
 

     

    
      	
              12.

            	
              If
                the holder is affiliated with a registered broker or dealer, did
                the
                holder purchase the Shares in the ordinary course of business and
                at the
                time of purchase of the Shares had no agreements or understandings,
                directly or indirectly, to distribute the
                Shares?

            


    

     

    
         Yes        ̈              No         ̈

       

    

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      undersigned selling stockholder of the Company hereby furnishes the foregoing
      information for use by the Company in connection with the preparation of the
      Registration Statement.

     

    The
      undersigned will notify
[                ]
      at the address above in writing immediately of any changes in the foregoing
      answers that should be made as a result of any developments occurring prior
      to
      the time that all the Shares are sold pursuant to the Registration Statement
      referred to above.  Otherwise, the Company is to understand that the
      above information continues to be, to the best of the undersigned’s knowledge,
      information and belief, complete and correct.

     

    The
      undersigned, by executing and returning this Questionnaire, confirms its
      existing understanding that it will be bound by the terms and conditions of
      the
      Registration Rights Agreement entered into on [Date], between the Company and
      [Placement Agent].

     

    


     

    Dated:
      _____________, 2007

     

    _________________________________________

    Name
      of
      Holder (please print)

     

    


     

    


     

    _________________________________________

     

    (Signature
      of Holder or By Authorized Person executing for Holder)

     

    Printed
      Name: _____________________________

     

    


     

    Its:           _________________________________

     

    (Printed
      Name of Authorized Person and
      Title for persons executing for entities)

     

    Email
      address: _____________________________

     

    Fax
      Number: _______________________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

     

    Certain
      Terms Used in Questionnaire

     

    Affiliate.  For
      NASD purposes (Question 10 above), the term “affiliate” or “affiliated” means a
      company which controls, is controlled by or is under common control with a
      member.  A company will be presumed to control a member if the company
      beneficially owns 10% or more of the outstanding voting securities of a member
      which is a corporation, or beneficially owns a partnership interest in 10%
      or
      more of the distributable profits or losses of a member which is a
      partnership.  A member will be presumed to control a company if the
      member and persons associated with the member beneficially own 10% or more
      of
      the outstanding voting securities of a company which is a corporation, or
      beneficially own a partnership interest in 10% or more of the distributable
      profits or losses of a company which is a partnership.  A company will
      be presumed to be under common control with a member if

     

    
      	
              o  

            	
              the
                same natural person or company controls both the member and company
                by
                beneficially owning 10% or more of the outstanding voting securities
                of a
                member or company which is a corporation, or by beneficially owning
                a
                partnership interest in 10% or more of the distributable profits
                or losses
                of a member or company which is a partnership
                or

            


    

     

    
      	
              o  

            	
              a
                person having the power to direct or cause the direction of the management
                or policies of the member or the company also has the power to direct
                or
                cause the direction of the management or policies of the other entity
                in
                question.

            


    

     

    


     

    For
      other
      purposes of this Questionnaire, an “affiliate” of a company is a person that
      directly, or indirectly through one or more intermediaries, controls, is
      controlled by, or is under common control with, such company.

     

    Associated.  The
      term “associated” means

     

    
      	
              o  

            	
              any
                corporation or organization (other than the Company or any of its
                subsidiaries) of which the holder is an officer, director or partner
                or of
                which the holder is, directly or indirectly, the beneficial owner
                of 5% or
                more of any class of equity
                securities,

            


    

     

    
      	
              o  

            	
              any
                trustee or other estate in which the holder has a substantial beneficial
                interest or as to which you serve as trustee or in a similar
                capacity,

            


    

     

    
      	
              o  

            	
              the
                holder’s spouse,

            


    

     

    
      	
              o  

            	
              any
                relative of the holder’s spouse or any relative of the holder who has the
                same home as the holder or who is a director or officer or key executive
                of the Company or any of its subsidiaries,
                and

            


    

     

    
      	
              o  

            	
              any
                partner, syndicate member of a person with whom the holder has agreed
                to
                act in concert with respect to the acquisition, holding, voting or
                disposition of the Company’s
                securities.

            


    

     


    
      
        Investor
          Rights Agreement

      

      
        
        

        
          

        

      

      
        
        

      

    


    Beneficial
      Ownership A person “beneficially owns” a security if he, directly
      or indirectly, has or shares voting power or investment power of such security,
      whether through a contract, arrangement, understanding, relationship or
      otherwise.  A person is also the beneficial owner of a security if he
      has the right to acquire beneficial ownership at any time within 60 days (i)
      through the exercise of any option, warrant or right, (ii) through the
      conversion of a security, (iii) pursuant to the power to revoke a trust,
      discretionary account or similar arrangement, or (iv) pursuant to the automatic
      termination of a trust, discretionary account or similar
      arrangement.

     

    Immediate
      family.  The term “immediate family” includes the
      parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law
      or sister-in-law, son-in-law or daughter-in-law, and children of an employee
      or
      associated person of a member, except any person other than the spouse and
      children who does not live in the same household as, have a business
      relationship with, provide material support to, or receive material support
      from, the employee or associated person of a member.  In addition, the
      immediate family includes any other person who either lives in the same
      household as, provides material support to, or receives material support from,
      an employee or associated person of a member.

     

    Member.  The
      term “member” means any individual, partnership, corporation, or other legal
      entity admitted to membership in the NASD under the provisions of Article I
      of
      the By-laws of the NASD.

     

    Participating
      member.  The term “participating member” means any
      member that is participating in a public offering, any associated person of
      the
      member, any members of their immediate family and any affiliate of the
      member.

     

    Participation
      or participating in a public offering.  The terms
“participation or participating in a public offering” means participation in the
      preparation of the offering or other documents, participation in the
      distribution of the offering on an underwritten, non-underwritten, or any other
      basis, furnishing of customer and/or broker lists for solicitation, or
      participation in any advisory or consulting capacity to the issuer related
      to
      the offering,.

     

    Person
      associated with a member.  The term “person associated
      with a member” means every sole proprietor, partner, officer, director or branch
      manager of any member, or any natural person occupying a similar status or
      performing similar functions, or any natural person engaged in the investment
      banking or securities business who is directly or indirectly controlling or
      controlled by such member (for example, an employee), whether or not such person
      is registered or exempt from registration with the NASD pursuant to its
      By-laws.

     


    
      
        Investor
          Rights Agreement

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B

     

    


    PLAN
      OF DISTRIBUTION

    


     

     

     

    
 


    
      
        Investor
          Rights Agreement

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    


    


    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1993 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON THE
      SAFE HARBOR PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES
      MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
      REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
      REGISTRATION UNDER THE ACT.

    


     

    


    CHINDEX
      INTERNATIONAL, INC.

    


    TRANCHE
      B
      CONVERTIBLE NOTE DUE 2017

    


    November
      7, 2007

     

    No.
      001

    US$1,000,000

    Out
      of an
      aggregate US$25,000,000 of Tranche B Notes

    


    CHINDEX
      INTERNATIONAL, INC., a Delaware corporation (the
“Company”), for value received, promises to pay, subject
      to the terms and conditions of this Note, to the order of MAGENTA MAGIC LIMITED, a company
      organized and existing under the laws of the British Virgin Islands and wholly
      owned, directly or indirectly, by JPMorgan Chase & Co or its
      registered assigns (the “Holder”), the principal sum of
      TWENTY-FIVE MILLION DOLLARS (US$25,000,000) due on November 6, 2017 (the
“Maturity Date”) in cash.  This Note is one of
      a series of Tranche B Convertible Notes due November 6, 2017 (the
“Tranche B Notes”) issued pursuant to the Securities
      Purchase Agreement, dated as of November 7, 2007 (the “Purchase
      Agreement”) between the Company and the Holder as the Purchaser
      therein and is entitled to the benefits thereof.   This Note is
      subject to the terms and conditions of the Purchase Agreement and in the case
      of
      a perceived conflict or inconsistency between this Note and the Purchase
      Agreement, the Purchase Agreement shall govern.  Capitalized terms
      used herein without definition have the meanings assigned thereto in the
      Purchase Agreement.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.  PAYMENTS.

     

    1.1  Subject
      to the right of the Holder to convert the principal amount of this Note into
      shares of Class A Common Stock of the Company, the principal amount of this
      Note
      shall be payable in full on the Maturity Date.

     

    1.2  Payment
      of the principal of this Note shall be made to Holder at a place to be specified
      by the Holder of this Note in a written notice to the Company at least three
      (3) Business Days before the payment date.

     

    1.3  Such
      payment of principal of this Note shall be made in lawful money of the United
      States of America by transferring immediately available funds by wire transfer
      to the account of such Holder for receipt by such Holder on the due date of
      such
      payment.

     

    1.4  If
      payment on this Note becomes due and payable on a Saturday, Sunday or other
      day
      on which commercial banks in New York City or Hong Kong are authorized or
      required by law to close, the maturity thereof shall be extended to the next
      succeeding Business Day.

     

    1.5  In
      no
      event shall interest of any kind be paid or payable with respect to this
      Note.

     

    2.  CONVERSION.

     

    2.1  Conversion
      Right.  Subject to and upon compliance with the provisions of this
      Section 2, at the option of the Holder thereof and subject to the satisfaction
      or waiver of all conditions set forth in Section 2.2, any Note or any portion
      of
      the principal amount thereof that is $1,000,000 or an integral multiple of
      $1,000,000 may be converted at a price (the “Conversion
      Price”) that shall be initially $27.84 per share of Common
      Stock.  The Conversion Price shall be adjusted in certain instances as
      set forth in Section 2.4. 

     

    2.2  Conditions
      to Conversion.  This Note may be converted at any time at the
      option of the Holder, but shall be automatically and mandatorily converted,
      in
      the manner described in Section 2.1 above, if the following conditions shall
      have been satisfied or waived in the sole discretion of the Holder:

     

    (a)  (i)
      The
      International Finance Corporation (“IFC”) and/or other
      financial or lending institutions shall have committed to one or more Facilities
      (as defined below), as evidenced by one or more executed and legally binding
      agreements, making available to the Company and/or any Subsidiary financing
      in
      an aggregate principal amount of no less than US$50,000,000, and (ii) all
      conditions precedent for the initial  disbursement specified in such
      Facilities (other than those conditions relating to or dependent upon (x) the
      commencement of construction, progress or completion of the projects to be
      financed by such Facilities or any interest therein, and (y) the respective
      joint venture agreements or project documents between the Company and its
      prospective joint venture partners for such new projects, to the extent
      applicable and (z) equity investment to the extent such condition would be
      satisfied by the conversion described in Section 2.1) shall have been satisfied
      in all material respects or waived by IFC and/or such other financial
      institutions extending such Facilities.

     


    
      
        Tranche
          B Note

      

      
        2

        
          

        

      

      
        
        

      

    


    (b)  At
      the
      time the condition described in the preceding paragraph (a) is satisfied or
      waived, there has been no breach, in any material respect, of any express
      covenant or agreement owed by the Company under the Purchase Agreement or other
      Transaction Documents.

     

    Notwithstanding
      the foregoing paragraphs, this Note is automatically and mandatorily to be
      converted, in the manner described in Section 2.1 above if either: (i) twelve
      months have elapsed since the commencement of operations of either of the New
      JV
      Hospitals or (ii) such New JV Hospital has achieved a break-even EBITDA for
      any
      12-month ending on a date that is the last day of a fiscal quarter, and
      condition (b) above has been satisfied.

    


    In
      each
      case, the Company shall provide in reasonable detail to the Holder evidence
      that
      the conditions of this Section 2.2 have been satisfied for the Holder’s
      review.

    


    For
      purpose of this Section 2.2, the term “Facilities” shall
      mean one or more facilities (i) with respect to Debt incurred by the Company
      and/or any of its Subsidiaries, having a minimum final maturity of no shorter
      than 9.25 years from the date of first drawdown and a minimum moratorium on
      principal repayment of three (3) years commencing from the date of the first
      drawdown, permitting principal repayment in equal amounts (or stepped up amounts
      in a manner favorable to the borrower) no more frequently than twice in each
      consecutive 12-month period, having no sinking fund obligations and containing
      covenants, standard and customary for Debt of similar nature; and/or (ii) with
      respect to equity securities issued by the Company, issued at an effective
      price
      per share (x) equal to or exceeding the Conversion Price and established within
      one month following the Closing of the transactions contemplated by the Purchase
      Agreement, or (y) is higher than the Conversion Price if after one month
      following the Closing.

    


    2.3  Exercise
      of Conversion Right.  In order to exercise the conversion
      privilege with respect to any Note, the Holder of any Note to be converted
      shall
      surrender such Note, duly endorsed or assigned to the Company or in blank,
      at
      the principal office maintained by the Company, accompanied by (a) written
      notice to the Company stating that the Holder irrevocably elects to convert
      such
      Note or, if less than the entire principal amount thereof is to be converted,
      the portion thereof to be converted in accordance with Section 2.1, (b) the
      funds, if any, required by this Section, in immediately available form, and
      (c)
      if Common Stock or any portion of such Note not to be converted are to be issued
      in the name of a Person other than the Holder thereof, in accordance with the
      terms hereof, the name of the Person in which to issue such Common Stock or
      portion of the Note.

     

    As
      promptly as practicable after receipt of such conversion notice, the Company
      shall issue and shall deliver to such Holder a certificate or certificates
      for
      the number of full shares of Common Stock issuable upon the conversion of such
      Note or portion thereof in accordance with the provisions of this Section and
      a
      check or cash in respect of any fractional interest in respect of a share of
      Common Stock arising upon such conversion, as provided in Section
      2.4.  In case any Note of a denomination greater than $1,000,000 shall
      be surrendered for partial conversion, the Company shall execute and deliver
      to
      the Holder of the Note so surrendered, without charge, a new Note or Notes
      in
      authorized denominations in an aggregate principal amount equal to the
      unconverted portion of the surrendered Note and otherwise in accordance with
      the
      terms hereof.

    



    
      
        Tranche
          B Note

      

      
        3

        
          

        

      

      
        
        

      

    


    Each
      conversion shall be deemed to have been effected as to any such Note (or portion
      thereof) on the date on which the requirements set forth above in this Section
      2.3 have been satisfied as to such Note (or portion thereof), and the Person
      in
      whose name any certificate or certificates for shares of Common Stock issuable
      upon such conversion shall be deemed to have become on said date the holder
      of
      record of the shares represented thereby; provided however that any
      such surrender on any date when the stock transfer books of the Company shall
      be
      closed shall constitute the Person in whose name the certificates are to be
      issued as the record holder thereof for all purposes on the next succeeding
      day
      on which such stock transfer books are open, but such conversion shall be at
      the
      Conversion Price in effect on the date upon which such Note shall be
      surrendered.

    


    2.4  Fractions
      of Shares.  No fractional shares of Common Stock shall be issued
      upon conversion of Notes.  If more than one Note shall be surrendered
      for conversion at one time by the same Holder, the number of full shares that
      shall be issuable upon conversion thereof shall be computed on the basis of
      the
      aggregate principal amount of the Notes (or specified portions thereof) so
      surrendered.  Instead of any fractional share of Common Stock that
      would otherwise be issuable upon conversion of any Note (or specified portions
      thereof), the Company shall pay a cash adjustment in respect of such fraction
      in
      an amount equal to the same fraction of the Closing Price per share of the
      Common Stock at the close of business on the Trading Day immediately preceding
      such day.

     

    “Trading
      Day” shall mean each day on which the primary securities exchange
      or quotation system that is used to determine the Closing Price is open for
      trading or quotation.

    “Closing
      Price” of a single share of Common Stock on any Trading Day shall
      mean the closing sale price per share for the Common Stock (or if no closing
      sale price is reported, the average of the bid and ask prices) on such Trading
      Day as reported by the National Association of Securities Dealers Automated
      Quotation System.

    


    2.5  Adjustment
      of Conversion Price.

     

    (a)  In
      case
      the Company shall pay or make a dividend or other distribution on its Common
      Stock exclusively in Common Stock, the Conversion Price in effect at the opening
      of business on the date following the date fixed for the determination of
      stockholders entitled to receive such dividend or other distribution shall
      be
      adjusted by multiplying such Conversion Price by a fraction, (i) the numerator
      of which shall be the number of shares of Common Stock outstanding at the close
      of business on the date fixed for such determination, and (ii) the denominator
      of which shall be the sum of such number of shares and the total number of
      shares constituting such dividend or other distribution.  Such
      reduction becomes effective immediately after the opening of business on the
      day
      following the date fixed for such determination.  If any dividend or
      distribution of the type described in this Section 2.5(a) is declared but not
      so
      paid or made, the Conversion Price shall again be adjusted to the Conversion
      Price which would then be in effect if such dividend or distribution had not
      been declared.

     


    
      
        Tranche
          B Note

      

      
        4

        
          

        

      

      
        
        

      

    


    (b)  In
      case
      the Company shall pay or make a dividend or other distribution on its Common
      Stock consisting exclusively of, or shall otherwise issue to all holders of
      its
      Common Stock, rights, warrants or options entitling the holders thereof (for
      a
      period of not more than 60 days after such issuance) to subscribe for or
      purchase shares of Common Stock (or securities convertible into or exchangeable
      or exercisable for Common Stock) at a price per share less than the current
      market price per share (or having a conversion, exchange or exercise price
      per
      share) (in each case determined as provided in Section 2.5(d)) of the Common
      Stock on the date immediately preceding the date of announcement of such
      issuance, the Conversion Price in effect at the opening of business on the
      day
      following the date of such announcement shall be adjusted by multiplying such
      Conversion Price by a fraction of which the numerator shall be the number of
      shares of Common Stock outstanding at the close of business on the date of
      announcement plus the number of shares of Common Stock so offered for
      subscription or purchase and the denominator shall be the number of shares
      of
      Common Stock outstanding at the close of business on the date of such
      announcement plus the number of shares of Common Stock which the aggregate
      price
      of the total number of shares so offered would purchase at the current market
      price per share (determined as provided in Section 2.5(d)), such increase to
      become effective immediately after the opening of business on the day following
      the date fixed for such determination.

     

    To
      the extent that shares of Common
      Stock (or securities convertible into or exchangeable or exercisable for shares
      of Common Stock) are not delivered pursuant to such rights or warrants, upon
      the
      expiration or termination of such rights or warrants, the Conversion Price
      shall
      be readjusted to the Conversion Price which would then be in effect had the
      adjustments made upon the issuance of such rights or warrants been made on
      the
      basis of the delivery of only the number of shares of Common Stock (or
      securities convertible into or exchangeable or exercisable for shares of Common
      Stock) actually effected.  In the event that such rights or warrants
      are not so issued, the Conversion Price shall again be adjusted to be the
      Conversion Price which would then be in effect if the date fixed for the
      determination of stockholders entitled to receive such rights or warrants had
      not been fixed.

    


    (c)  In
      case
      outstanding shares of Common Stock shall be subdivided into a greater number
      of
      shares of Common Stock, the Conversion Price in effect at the opening of
      business on the day following the day upon which such subdivision becomes
      effective shall be proportionately reduced, and, conversely, in case outstanding
      shares of Common Stock shall each be combined into a smaller number of shares
      of
      Common Stock, the Conversion Price in effect at the opening of business on
      the
      day following the day upon which such combination becomes effective shall be
      proportionately increased.  In each such case, the Conversion Price
      shall be adjusted by multiplying such Conversion Price by a fraction, the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such subdivision or combination and the denominator of
      which shall be the number of shares of Common Stock outstanding immediately
      after giving effect to such subdivision or combination.  Such
      reduction or increase, as the case may be, shall become effective immediately
      after the opening of business on the day following the day upon which such
      subdivision or combination becomes effective.  

     


    
      
        Tranche
          B Note

      

      
        5

        
          

        

      

      
        
        

      

    


    (d)  For
      the
      purpose of any computation under Section 2.5, the current market price per
      share
      of Common Stock on any date in question shall be deemed to be the average of
      the
      daily Closing Prices per share of Common Stock for the ten consecutive Trading
      Days immediately prior to the date in question.

     

    (e)  No
      adjustment in the Conversion Price shall be required unless such adjustment
      would require an increase or decrease of at least 1% in the Conversion Price;
      provided, however, that any adjustments, which by reason of this Section 2.5(e)
      are not required to be made, shall be carried forward and taken into account
      in
      any subsequent adjustment.  All calculations under this Section 2.5
      shall be made by the Company and shall be made to the nearest cent or the
      nearest one-hundredth of a share, as the case may be.

     

    2.6  Notice
      of Adjustments of Conversion Price.  Whenever the Conversion Price
      is adjusted as herein provided, the Company shall compute the adjusted
      Conversion Price in accordance with Section 2.5 and shall prepare a certificate
      signed by the Chief Financial Officer of the Company setting forth the adjusted
      Conversion Price and showing in reasonable detail the facts upon which such
      adjustment is based, and such certificate shall forthwith be filed at each
      office or agency maintained for the purpose of conversion of Notes; and the
      Company shall forthwith cause a notice setting forth the adjusted Conversion
      Price (“Conversion Adjustment Notice”) to be mailed,
      first class postage prepaid, to each Holder at its address appearing on the
      register.  The Holder is entitled to dispute the Conversion Price
      adjustment as reflected in the Conversion Adjustment Notice within fifteen
      (15)
      days upon receipt of the Conversion Adjustment Notice.  If such
      dispute cannot be resolved within thirty (30) days from the date when the
      Company receives any Holder’s notice that it disagrees with such adjustment, one
      of the “Big-Four” accounting firms shall be appointed by mutual agreement of the
      Company and such Holder to determine the proper adjustment of the Conversion
      Price.

     

    2.7  Notice
      of Certain Corporate Action.  In case:

     

    (a)  the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock;

     

    (b)  the
      Company shall authorize the granting to all holders of its Common Stock of
      rights, warrants or options to subscribe for or purchase any shares of capital
      stock of any class or of any other rights (excluding rights distributed pursuant
      to the Rights Agreement dated June 4, 2007, as amended on November 4,
      2007);

     

    (c)  of
      any
      consolidation or merger to which the Company is a party and for which approval
      of any stockholders of the Company is required, or of the sale or transfer
      of
      all or substantially all of the assets of the Company;

     

    (d)  of
      the
      voluntary or involuntary dissolution, liquidation or winding, up of the Company;
      or

     

    (e)  the
      Company or any Subsidiary of the Company shall commence a tender or exchange
      offer for all or a portion of the Company’s outstanding shares of Common Stock
      (or shall amend any such tender or exchange offer).

     


    
      
        Tranche
          B Note

      

      
        6

        
          

        

      

      
        
        

      

    


    then
      the
      Company shall cause to be mailed to all Holders at their last addresses as
      shall
      have been provided in writing to the Company for inclusion in a register of
      Holders, at least 10 days prior to the applicable record, effective or
      expiration date hereinafter specified, a notice stating (x) the date on which
      a
      record is to be taken for the purpose of such dividend, distribution or granting
      of rights, warrants or options, or, if a record is not to be taken, the date
      as
      of which the holders of Common Stock of record to be entitled to such dividend,
      distribution, rights, warrants or options are to be determined, or (y) the
      date
      on which such consolidation, merger, sale, transfer, dissolution, liquidation
      or
      winding up is expected to become effective, and the date as of which it is
      expected that holders of Common Stock of record shall be entitled to exchange
      their shares of Common Stock for securities, cash or other property deliverable
      upon such consolidation, merger, sale, transfer, dissolution, liquidation or
      winding up, or (z) the date on which such tender offer commenced, the date
      on
      which such tender offer is scheduled to expire unless extended, the
      consideration offered and the other material terms thereof (or the material
      terms of any amendment thereto).

    


    2.8  Taxes
      on Conversions.  The Company will pay any and all document and
      stamp taxes that may be payable in respect of the issue or delivery of shares
      of
      Common Stock on conversion of Notes pursuant hereto.  The Company
      shall not, however, be required to pay any tax that may be payable in respect
      of
      any transfer involved in the issue and delivery of shares of Common Stock in
      a
      name other than that of the Holder of the Notes converted, and no such issue
      or
      delivery shall be made unless and until the Person requesting such issue has
      paid to the Company the amount of any such tax, or has established to the
      satisfaction of the Company that such tax has been paid.

     

    2.9  Cancellation
      of Converted Notes.  All Notes delivered for conversion shall be
      delivered to the Company to be cancelled upon such conversion.

     

    2.10  Provisions
      in Case of Reclassification, Consolidation, Merger or Sale of
      Assets.  In the event that the Company shall be a party to any
      transaction (including (i) any recapitalization or reclassification of the
      Common Stock (other than a change in par value, or from par value to no par
      value, or from no par value to par value, or as a result of a subdivision or
      combination of the Common Stock), (ii) any consolidation of the Company with,
      or
      merger of the Company into, any other Person, or any merger of another Person
      into the Company (other than a merger that does not result in a
      reclassification, conversion, exchange or cancellation of outstanding shares
      of
      Common Stock of the Company), (iii) any sale or transfer of all or substantially
      all of the assets of the Company or (iv) any compulsory share exchange) pursuant
      to which the Common Stock is converted into the right to receive other
      securities, cash or other property, then lawful provision shall be made as
      part
      of the terms of such transaction whereby the Holder of each outstanding Tranche
      B Notes shall have the right thereafter to convert such Note only into (subject
      to funds being legally available for such purpose under applicable law at the
      time of such conversion) the kind and amount of securities, cash and other
      property receivable upon such transaction by a holder of the number of shares
      of
      Common Stock into which such Note might have been converted immediately prior
      to
      such transaction.

     

    2.11  Company’s
      Determination. All calculations, adjustments and conversions under
      this Section 2 shall be made by the Company and forwarded to the Holder for
      its
      review.

     


    
      
        Tranche
          B Note

      

      
        7

        
          

        

      

      
        
        

      

    


    3.  CANCELLATION
      OF NOTE.

     

    Upon
      payment in full of all outstanding obligations under this Note, whether by
      receipt by the Holder of the appropriate Conversion Shares upon conversion
      of
      the Tranche B Notes into shares of Common Stock of the Company pursuant to
      Section 2 or cash payment in full, the Company’s obligations in respect of
      payment of this Note shall terminate and the Holder shall surrender this Note
      to
      the Company.

    


    4.  EVENTS
      OF DEFAULT.

     

    In
      the
      event that (an “Event of Default”):

    


    (a)  the
      Company defaults for more than ten (10) Business Days in making the payment
      of principal to be made on this Note; or

     

    (b)  the
      Company or any of the Subsidiaries:

     

    (i)  commences
      any case, proceeding or other action (x) under any existing or future law
      of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
      reorganization or relief of debtors, seeking to have an order for relief entered
      with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
      seeking reorganization, arrangement, composition or other relief with respect
      to
      it or its debts or (y) seeking appointment of a receiver, trustee,
      custodian or other similar official for it or for all or any substantial part
      of
      its assets, or shall make a general assignment for the benefit of its creditor;
      or

     

    (ii)  is
      the
      debtor named in any other case, proceeding or other action of a nature referred
      to in clause (i) above which (A) results in the entry of an order for
      relief or any such adjudication or appointment or (B) remains undismissed,
      undischarged or unbonded for a period of ninety (90) days; or (C) takes any
      action in furtherance of, or indicating its consent to, approval of, or
      acquiescence in, any of the facts set forth in this clause (ii); or
      (D) shall generally not, or shall be unable to, or shall admit in writing
      its inability to, pay its debts as they become due;

     

    (c)  the
      Company or the Subsidiary defaults with respect to any existing or future Debt
      evidencing an aggregate value of the greater of (i) US$1,000,000 or (ii) 10%
      of
      the total Debt of the Company at the time of such default and such default
      continues unremedied for a period of more than forty-five (45) calendar
      days;

     

    (d)  any
      payment in excess of US$250,000, of principal or of interest on any Debt, is
      accelerated under terms of any debt instrument or agreement, including without
      limitation by operation of any cross-default provision contained therein;
      or

     

    (e)  failure
      to deliver the Conversion Shares in accordance with the Transaction
      Documents.

     

    In
      the
      case of any Event of Default hereunder, the entire unpaid balance of this Note
      shall ipso facto become immediately due and payable upon notice or
      demand.  The Holder


    
      
        Tranche
          B Note

      

      
        8

        
          

        

      

      
        
        

      

    


    may
      waive
      any Event of Default on such conditions as it shall determine to impose and
      may
      rescind any acceleration and its consequences if the rescission would not
      conflict with any judgment or decree and if all existing Events of Default
      have
      been cured or waived except nonpayment of principal or interest that has become
      due solely because of the acceleration.

    


    5.  PAYMENT.

     

    The
      Company hereby waives presentment for payment, notice of nonpayment, protest,
      notice of protest and all other notices, filing of suit and diligence in
      collecting the amounts due under this Note and agrees that the Holder shall
      not
      be required first to initiate any suit or exhaust its remedies against any
      other
      person or parties in order to enforce payment of this Note.

    


    6.  MISCELLANEOUS.

     

    6.1  Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Note and of a letter of indemnity satisfactory
      to the Company, and upon reimbursement to the Company of all reasonable expenses
      incident thereto, and upon surrender or cancellation of the Note, if mutilated,
      the Company will make and deliver a new Note of like tenor in lieu of such
      lost,
      stolen, destroyed or mutilated Note.

     

    6.2  This
      Note
      and the rights and obligations of the Company and any Holder hereunder shall
      be
      construed in accordance with and be governed by the laws of the State of New
      York other than such laws as would result in the application of the laws of
      a
      jurisdiction other than the State of New York.

     

    6.3  The
      Holder may freely transfer this Note to any third party, subject to the
      provisions of the Purchase Agreement and the terms and conditions
      hereof.  Except as otherwise provided herein, the terms and conditions
      of this Note shall be binding upon, and inure to the benefit of, the respective
      representatives, successors and assigns of the parties hereto.

     

    6.4  Upon
      surrender of this Note for registration of transfer, duly endorsed, or
      accompanied by a written instrument of transfer duly executed, by the Holder
      hereof or such Holder’s attorney duly authorized in writing, a new Note of like
      tenor will be issued to, and registered in the name of, the
      transferee.  Prior to the presentment for registration of transfer,
      the Company and any paying agent or registrar for the Tranche B Notes may treat
      the Person in whose name this Note is registered as the owner hereof for the
      purpose of receiving payment and for all other purposes, and the Company and
      any
      paying agent or registrar for the Tranche B Notes will not be affected by any
      notice to the contrary.

     

    6.5  Time
      is
      of the essence of this Note.  If any provisions of this Note or the
      application thereof to any person or circumstance shall be invalid or
      unenforceable to any extent, the remainder of this Note and the application
      of
      such provisions to other persons or circumstances shall not be affected thereby
      and shall be enforced to the greatest extent permitted by law.

     


    
      
        Tranche
          B Note

      

      
        9

        
          

        

      

      
        
        

      

    

     

    [Signature
      page follows]

     

     

     

     

     

     

     

     

     

    
 

    
      
        Tranche
          B Note

      

      
        10

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Company and the Holder have executed this Note as of the
      day and year first above written.

    


    
      


      
        	 	
                CHINDEX
                  INTERNATIONAL, INC.

              
	 	 
	 	
                By:

              	 
	 	
                Name:

              	
                Roberta
                  Lipson

              
	 	
                Title:

              	
                Chief
                  Executive Office and President

              


      

      


      


      
        	
                MAGENTA
                  MAGIC LIMITED

              
	 
	
                By:

              	 
	 	
                Name:

              	
                Sanjai
                  Vohra

              
	 	
                Title:

              	
                Authorized
                  Signatory

              


      

      
 

    

    


     

     

     

     

     

     

     

    Signature
      Page to Tranche B Note


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXECUTION
      COPY

    


    


    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1993 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON THE
      SAFE HARBOR PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES
      MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
      REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
      REGISTRATION UNDER THE ACT.

    


     

    


    CHINDEX
      INTERNATIONAL, INC.

    


    TRANCHE
      C
      CONVERTIBLE NOTE DUE 2017

    


    November
      7, 2007

     

    No.
      001

    US$1,000,000

    Out
      of an
      aggregate US$15,000,000 of Tranche C Notes

    


    CHINDEX
      INTERNATIONAL, INC., a Delaware corporation (the
“Company”), for value received, promises to pay, subject
      to the terms and conditions of this Note, to the order of MAGENTA MAGIC LIMITED, a company
      organized and existing under the laws of the British Virgin Islands and wholly
      owned, directly or indirectly, by JPMorgan Chase & Co or its
      registered assigns (the “Holder”), the principal sum of
      FIFTEEN MILLION DOLLARS (US$15,000,000) due on November 6, 2017 (the
“Maturity Date”) in cash.  This Note is one of
      a series of Tranche C Convertible Notes due November 6, 2017 (the
“Tranche C Notes”) issued pursuant to the Securities
      Purchase Agreement, dated as of November 7, 2007 (the “Purchase
      Agreement”) between the Company and the Holder as the Purchaser
      therein and is entitled to the benefits thereof.   This Note is
      subject to the terms and conditions of the Purchase Agreement and in the case
      of
      a perceived conflict or inconsistency between this Note and the Purchase
      Agreement, the Purchase Agreement shall govern.  Capitalized terms
      used herein without definition have the meanings assigned thereto in the
      Purchase Agreement.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.  PAYMENTS.

     

    1.1  Subject
      to the right of the Holder to convert the principal amount of this Note into
      shares of Class A Common Stock of the Company, the principal amount of this
      Note
      shall be payable in full on the Maturity Date.

     

    1.2  Payment
      of the principal of this Note shall be made to Holder at a place to be specified
      by the Holder of this Note in a written notice to the Company at least three
      (3) Business Days before the payment date.

     

    1.3  Such
      payment of principal of this Note shall be made in lawful money of the United
      States of America by transferring immediately available funds by wire transfer
      to the account of such Holder for receipt by such Holder on the due date of
      such
      payment.

     

    1.4  If
      payment on this Note becomes due and payable on a Saturday, Sunday or other
      day
      on which commercial banks in New York City or Hong Kong are authorized or
      required by law to close, the maturity thereof shall be extended to the next
      succeeding Business Day.

     

    1.5  In
      no
      event shall interest of any kind be paid or payable with respect to this
      Note.

     

    2.  CONVERSION.

     

    2.1  Conversion
      Right.  Subject to and upon compliance with the provisions of this
      Section 2, at the option of the Holder thereof and subject to the satisfaction
      or waiver of all conditions set forth in Section 2.2, any Note or any portion
      of
      the principal amount thereof that is $1,000,000 or an integral multiple of
      $1,000,000 may be converted at a price (the “Conversion
      Price”) that shall be initially $27.84 per share of Common
      Stock.  The Conversion Price shall be adjusted in certain instances as
      set forth in Section 2.4. 

     

    2.2  Conditions
      to Conversion.  This Note may be converted at any time at the
      option of the Holder, but shall be automatically and mandatorily converted,
      in
      the manner described in Section 2.1 above, if the following conditions shall
      have been satisfied or waived in the sole discretion of the Holder:

     

    (a)  Both
      New
      JV Hospitals have been completed, received all approvals, consents, permits,
      and/or licenses required from any Governmental Authority for the commencement
      of
      operations, and are ready in all material respects for commencement of
      operations and have so commenced operation.

     

    (b)  At
      the
      time the condition described in the preceding paragraph (a) is satisfied or
      waived, there has been no breach of any representation, covenant or undertaking
      owed by the Company under the Purchase Agreement or the Transaction
      Documents.

     

    Notwithstanding
      the foregoing paragraphs, this Note is automatically and mandatorily to be
      converted, in the manner described in Section 2.1 above if either: (i) twelve
      months have elapsed since the commencement of operations of either of the New
      JV


    
      
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    Hospitals
      or (ii) such New JV Hospital has achieved a break-even EBITDA for any 12-month
      ending on a date that is the last day of a fiscal quarter, and condition (b)
      above has been satisfied.

     

    In
      each
      case, the Company shall provide in reasonable detail to the Holder evidence
      that
      the conditions of this Section 2.2 have been satisfied for the Holder’s
      review.

    


    2.3  Exercise
      of Conversion Right.  In order to exercise the conversion
      privilege with respect to any Note, the Holder of any Note to be converted
      shall
      surrender such Note, duly endorsed or assigned to the Company or in blank,
      at
      the principal office maintained by the Company, accompanied by (a) written
      notice to the Company stating that the Holder irrevocably elects to convert
      such
      Note or, if less than the entire principal amount thereof is to be converted,
      the portion thereof to be converted in accordance with Section 2.1, (b) the
      funds, if any, required by this Section, in immediately available form, and
      (c)
      if Common Stock or any portion of such Note not to be converted are to be issued
      in the name of a Person other than the Holder thereof, in accordance with the
      terms hereof, the name of the Person in which to issue such Common Stock or
      portion of the Note.

     

    As
      promptly as practicable after receipt of such conversion notice, the Company
      shall issue and shall deliver to such Holder a certificate or certificates
      for
      the number of full shares of Common Stock issuable upon the conversion of such
      Note or portion thereof in accordance with the provisions of this Section and
      a
      check or cash in respect of any fractional interest in respect of a share of
      Common Stock arising upon such conversion, as provided in Section
      2.4.  In case any Note of a denomination greater than $1,000,000 shall
      be surrendered for partial conversion, the Company shall execute and deliver
      to
      the Holder of the Note so surrendered, without charge, a new Note or Notes
      in
      authorized denominations in an aggregate principal amount equal to the
      unconverted portion of the surrendered Note and otherwise in accordance with
      the
      terms hereof.

    


    Each
      conversion shall be deemed to have been effected as to any such Note (or portion
      thereof) on the date on which the requirements set forth above in this Section
      2.3 have been satisfied as to such Note (or portion thereof), and the Person
      in
      whose name any certificate or certificates for shares of Common Stock issuable
      upon such conversion shall be deemed to have become on said date the holder
      of
      record of the shares represented thereby; provided however that any
      such surrender on any date when the stock transfer books of the Company shall
      be
      closed shall constitute the Person in whose name the certificates are to be
      issued as the record holder thereof for all purposes on the next succeeding
      day
      on which such stock transfer books are open, but such conversion shall be at
      the
      Conversion Price in effect on the date upon which such Note shall be
      surrendered.

    



    
      
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    2.4  Fractions
      of Shares.  No fractional shares of Common Stock shall be issued
      upon conversion of Notes.  If more than one Note shall be surrendered
      for conversion at one time by the same Holder, the number of full shares that
      shall be issuable upon conversion thereof shall be computed on the basis of
      the
      aggregate principal amount of the Notes (or specified portions thereof) so
      surrendered.  Instead of any fractional share of Common Stock that
      would otherwise be issuable upon conversion of any Note (or specified portions
      thereof), the Company shall pay a cash adjustment in respect of such fraction
      in
      an amount equal to the same fraction of the Closing Price per share of the
      Common Stock at the close of business on the Trading Day immediately preceding
      such day.

     

    “Trading
      Day” shall mean each day on which the primary securities exchange
      or quotation system that is used to determine the Closing Price is open for
      trading or quotation.

    “Closing
      Price” of a single share of Common Stock on any Trading Day shall
      mean the closing sale price per share for the Common Stock (or if no closing
      sale price is reported, the average of the bid and ask prices) on such Trading
      Day as reported by the National Association of Securities Dealers Automated
      Quotation System.

    


    2.5  Adjustment
      of Conversion Price.

     

    (a)  In
      case
      the Company shall pay or make a dividend or other distribution on its Common
      Stock exclusively in Common Stock, the Conversion Price in effect at the opening
      of business on the date following the date fixed for the determination of
      stockholders entitled to receive such dividend or other distribution shall
      be
      adjusted by multiplying such Conversion Price by a fraction, (i) the numerator
      of which shall be the number of shares of Common Stock outstanding at the close
      of business on the date fixed for such determination, and (ii) the denominator
      of which shall be the sum of such number of shares and the total number of
      shares constituting such dividend or other distribution.  Such
      reduction becomes effective immediately after the opening of business on the
      day
      following the date fixed for such determination.  If any dividend or
      distribution of the type described in this Section 2.5(a) is declared but not
      so
      paid or made, the Conversion Price shall again be adjusted to the Conversion
      Price which would then be in effect if such dividend or distribution had not
      been declared.

     

    (b)  In
      case
      the Company shall pay or make a dividend or other distribution on its Common
      Stock consisting exclusively of, or shall otherwise issue to all holders of
      its
      Common Stock, rights, warrants or options entitling the holders thereof (for
      a
      period of not more than 60 days after such issuance) to subscribe for or
      purchase shares of Common Stock (or securities convertible into or exchangeable
      or exercisable for Common Stock) at a price per share less than the current
      market price per share (or having a conversion, exchange or exercise price
      per
      share) (in each case determined as provided in Section 2.5(d)) of the Common
      Stock on the date immediately preceding the date of announcement of such
      issuance, the Conversion Price in effect at the opening of business on the
      day
      following the date of such announcement shall be adjusted by multiplying such
      Conversion Price by a fraction of which the numerator shall be the number of
      shares of Common Stock outstanding at the close of business on the date of
      announcement plus the number of shares of Common Stock so offered for
      subscription or purchase and the denominator shall be the number of shares
      of
      Common Stock outstanding at the close of

     


    
      
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    business
      on the date of such announcement plus the number of shares of Common Stock
      which
      the aggregate price of the total number of shares so offered would purchase
      at
      the current market price per share (determined as provided in Section 2.5(d)),
      such increase to become effective immediately after the opening of business
      on
      the day following the date fixed for such determination.

     

    To
      the extent that shares of Common
      Stock (or securities convertible into or exchangeable or exercisable for shares
      of Common Stock) are not delivered pursuant to such rights or warrants, upon
      the
      expiration or termination of such rights or warrants, the Conversion Price
      shall
      be readjusted to the Conversion Price which would then be in effect had the
      adjustments made upon the issuance of such rights or warrants been made on
      the
      basis of the delivery of only the number of shares of Common Stock (or
      securities convertible into or exchangeable or exercisable for shares of Common
      Stock) actually effected.  In the event that such rights or warrants
      are not so issued, the Conversion Price shall again be adjusted to be the
      Conversion Price which would then be in effect if the date fixed for the
      determination of stockholders entitled to receive such rights or warrants had
      not been fixed.

    


    (c)  In
      case
      outstanding shares of Common Stock shall be subdivided into a greater number
      of
      shares of Common Stock, the Conversion Price in effect at the opening of
      business on the day following the day upon which such subdivision becomes
      effective shall be proportionately reduced, and, conversely, in case outstanding
      shares of Common Stock shall each be combined into a smaller number of shares
      of
      Common Stock, the Conversion Price in effect at the opening of business on
      the
      day following the day upon which such combination becomes effective shall be
      proportionately increased.  In each such case, the Conversion Price
      shall be adjusted by multiplying such Conversion Price by a fraction, the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such subdivision or combination and the denominator of
      which shall be the number of shares of Common Stock outstanding immediately
      after giving effect to such subdivision or combination.  Such
      reduction or increase, as the case may be, shall become effective immediately
      after the opening of business on the day following the day upon which such
      subdivision or combination becomes effective.  

     

    (d)  For
      the
      purpose of any computation under Section 2.5, the current market price per
      share
      of Common Stock on any date in question shall be deemed to be the average of
      the
      daily Closing Prices per share of Common Stock for the ten consecutive Trading
      Days immediately prior to the date in question.

     

    (e)  No
      adjustment in the Conversion Price shall be required unless such adjustment
      would require an increase or decrease of at least 1% in the Conversion Price;
      provided, however, that any adjustments, which by reason of this Section 2.5(e)
      are not required to be made, shall be carried forward and taken into account
      in
      any subsequent adjustment.  All calculations under this Section 2.5
      shall be made by the Company and shall be made to the nearest cent or the
      nearest one-hundredth of a share, as the case may be.

     

    2.6  Notice
      of Adjustments of Conversion Price.  Whenever the Conversion Price
      is adjusted as herein provided, the Company shall compute the adjusted
      Conversion Price in

     


    
      
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    accordance
      with Section 2.5 and shall prepare a certificate signed by the Chief Financial
      Officer of the Company setting forth the adjusted Conversion Price and showing
      in reasonable detail the facts upon which such adjustment is based, and such
      certificate shall forthwith be filed at each office or agency maintained for
      the
      purpose of conversion of Notes; and the Company shall forthwith cause a notice
      setting forth the adjusted Conversion Price (“Conversion Adjustment
      Notice”) to be mailed, first class postage prepaid, to each Holder
      at its address appearing on the register.  The Holder is entitled to
      dispute the Conversion Price adjustment as reflected in the Conversion
      Adjustment Notice within fifteen (15) days upon receipt of the Conversion
      Adjustment Notice.  If such dispute cannot be resolved within thirty
      (30) days from the date when the Company receives any Holder’s notice that it
      disagrees with such adjustment, one of the “Big-Four” accounting firms shall be
      appointed by mutual agreement of the Company and such Holder to determine the
      proper adjustment of the Conversion Price.

     

    2.7  Notice
      of Certain Corporate Action.  In case:

     

    (a)  the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock;

     

    (b)  the
      Company shall authorize the granting to all holders of its Common Stock of
      rights, warrants or options to subscribe for or purchase any shares of capital
      stock of any class or of any other rights (excluding rights distributed pursuant
      to the Rights Agreement dated June 4, 2007, as amended on November 4,
      2007);

     

    (c)  of
      any
      consolidation or merger to which the Company is a party and for which approval
      of any stockholders of the Company is required, or of the sale or transfer
      of
      all or substantially all of the assets of the Company;

     

    (d)  of
      the
      voluntary or involuntary dissolution, liquidation or winding, up of the Company;
      or

     

    (e)  the
      Company or any Subsidiary of the Company shall commence a tender or exchange
      offer for all or a portion of the Company’s outstanding shares of Common Stock
      (or shall amend any such tender or exchange offer).

     

    then
      the
      Company shall cause to be mailed to all Holders at their last addresses as
      shall
      have been provided in writing to the Company for inclusion in a register of
      Holders, at least 10 days prior to the applicable record, effective or
      expiration date hereinafter specified, a notice stating (x) the date on which
      a
      record is to be taken for the purpose of such dividend, distribution or granting
      of rights, warrants or options, or, if a record is not to be taken, the date
      as
      of which the holders of Common Stock of record to be entitled to such dividend,
      distribution, rights, warrants or options are to be determined, or (y) the
      date
      on which such consolidation, merger, sale, transfer, dissolution, liquidation
      or
      winding up is expected to become effective, and the date as of which it is
      expected that holders of Common Stock of record shall be entitled to exchange
      their shares of Common Stock for securities, cash or other property deliverable
      upon such consolidation, merger, sale, transfer, dissolution, liquidation or
      winding up, or (z) the date on which such tender offer commenced, the date
      on
      which such tender offer is scheduled to expire unless extended, the
      consideration offered


    
      
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    and
      the
      other material terms thereof (or the material terms of any amendment
      thereto).

     

    2.8  Taxes
      on Conversions.  The Company will pay any and all document and
      stamp taxes that may be payable in respect of the issue or delivery of shares
      of
      Common Stock on conversion of Notes pursuant hereto.  The Company
      shall not, however, be required to pay any tax that may be payable in respect
      of
      any transfer involved in the issue and delivery of shares of Common Stock in
      a
      name other than that of the Holder of the Notes converted, and no such issue
      or
      delivery shall be made unless and until the Person requesting such issue has
      paid to the Company the amount of any such tax, or has established to the
      satisfaction of the Company that such tax has been paid.

     

    2.9  Cancellation
      of Converted Notes.  All Notes delivered for conversion shall be
      delivered to the Company to be cancelled upon such conversion.

     

    2.10  Provisions
      in Case of Reclassification, Consolidation, Merger or Sale of
      Assets.  In the event that the Company shall be a party to any
      transaction (including (i) any recapitalization or reclassification of the
      Common Stock (other than a change in par value, or from par value to no par
      value, or from no par value to par value, or as a result of a subdivision or
      combination of the Common Stock), (ii) any consolidation of the Company with,
      or
      merger of the Company into, any other Person, or any merger of another Person
      into the Company (other than a merger that does not result in a
      reclassification, conversion, exchange or cancellation of outstanding shares
      of
      Common Stock of the Company), (iii) any sale or transfer of all or substantially
      all of the assets of the Company or (iv) any compulsory share exchange) pursuant
      to which the Common Stock is converted into the right to receive other
      securities, cash or other property, then lawful provision shall be made as
      part
      of the terms of such transaction whereby the Holder of each outstanding Tranche
      C Notes shall have the right thereafter to convert such Note only into (subject
      to funds being legally available for such purpose under applicable law at the
      time of such conversion) the kind and amount of securities, cash and other
      property receivable upon such transaction by a holder of the number of shares
      of
      Common Stock into which such Note might have been converted immediately prior
      to
      such transaction.

     

    2.11  Company’s
      Determination. All calculations, adjustments and conversions under
      this Section 2 shall be made by the Company and forwarded to the Holder for
      its
      review.

     

    3.  CANCELLATION
      OF NOTE.

     

    Upon
      payment in full of all outstanding obligations under this Note, whether by
      receipt by the Holder of the appropriate Conversion Shares upon conversion
      of
      the Tranche C Notes into shares of Common Stock of the Company pursuant to
      Section 2 or cash payment in full, the Company’s obligations in respect of
      payment of this Note shall terminate and the Holder shall surrender this Note
      to
      the Company.

    


    4.  EVENTS
      OF DEFAULT.

     

    In
      the
      event that (an “Event of Default”):

    



    
      
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    (a)  the
      Company defaults for more than ten (10) Business Days in making the payment
      of principal to be made on this Note; or

     

    (b)  the
      Company or any of the Subsidiaries:

     

    (i)  commences
      any case, proceeding or other action (x) under any existing or future law
      of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
      reorganization or relief of debtors, seeking to have an order for relief entered
      with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
      seeking reorganization, arrangement, composition or other relief with respect
      to
      it or its debts or (y) seeking appointment of a receiver, trustee,
      custodian or other similar official for it or for all or any substantial part
      of
      its assets, or shall make a general assignment for the benefit of its creditor;
      or

     

    (ii)  is
      the
      debtor named in any other case, proceeding or other action of a nature referred
      to in clause (i) above which (A) results in the entry of an order for
      relief or any such adjudication or appointment or (B) remains undismissed,
      undischarged or unbonded for a period of ninety (90) days; or (C) takes any
      action in furtherance of, or indicating its consent to, approval of, or
      acquiescence in, any of the facts set forth in this clause (ii); or
      (D) shall generally not, or shall be unable to, or shall admit in writing
      its inability to, pay its debts as they become due;

     

    (c)  the
      Company or the Subsidiary defaults with respect to any existing and future
      Debt
      evidencing an aggregate value of the greater of (i) US$1,000,000 or (ii) 10%
      of
      the total Debt of the Company at the time of such default and such default
      continues unremedied for a period of more than forty-five (45) calendar days;
      or

     

    (d)  any
      payment in excess of US$250,000, of principal or of interest on any Debt, is
      accelerated under terms of any debt instrument or agreement, including without
      limitation by operation of any cross-default provision contained
      therein.

     

    (e)  failure
      to deliver the Conversion Shares in accordance with the Transaction
      Documents.

     

    In
      the
      case of any Event of Default hereunder, the entire unpaid balance of this Note
      shall ipso facto become immediately due and payable upon notice or
      demand.  The Holder may waive any Event of Default on such conditions
      as it shall determine to impose and may rescind any acceleration and its
      consequences if the rescission would not conflict with any judgment or decree
      and if all existing Events of Default have been cured or waived except
      nonpayment of principal or interest that has become due solely because of the
      acceleration.

    


    5.  PAYMENT.

     

    The
      Company hereby waives presentment for payment, notice of nonpayment, protest,
      notice of protest and all other notices, filing of suit and diligence in
      collecting the amounts due under this Note and agrees that the Holder shall
      not
      be required first to initiate any suit or exhaust its remedies against any
      other
      person or parties in order to enforce payment of this Note.

    



    
      
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    6.  MISCELLANEOUS.

     

    6.1  Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Note and of a letter of indemnity satisfactory
      to the Company, and upon reimbursement to the Company of all reasonable expenses
      incident thereto, and upon surrender or cancellation of the Note, if mutilated,
      the Company will make and deliver a new Note of like tenor in lieu of such
      lost,
      stolen, destroyed or mutilated Note.

     

    6.2  This
      Note
      and the rights and obligations of the Company and any Holder hereunder shall
      be
      construed in accordance with and be governed by the laws of the State of New
      York other than such laws as would result in the application of the laws of
      a
      jurisdiction other than the State of New York.

     

    6.3  The
      Holder may freely transfer this Note to any third party, subject to the
      provisions of the Purchase Agreement and the terms and conditions
      hereof.  Except as otherwise provided herein, the terms and conditions
      of this Note shall be binding upon, and inure to the benefit of, the respective
      representatives, successors and assigns of the parties hereto.

     

    6.4  Upon
      surrender of this Note for registration of transfer, duly endorsed, or
      accompanied by a written instrument of transfer duly executed, by the Holder
      hereof or such Holder’s attorney duly authorized in writing, a new Note of like
      tenor will be issued to, and registered in the name of, the
      transferee.  Prior to the presentment for registration of transfer,
      the Company and any paying agent or registrar for the Tranche C Notes may treat
      the Person in whose name this Note is registered as the owner hereof for the
      purpose of receiving payment and for all other purposes, and the Company and
      any
      paying agent or registrar for the Tranche C Notes will not be affected by any
      notice to the contrary.

     

    6.5  Time
      is
      of the essence of this Note.  If any provisions of this Note or the
      application thereof to any person or circumstance shall be invalid or
      unenforceable to any extent, the remainder of this Note and the application
      of
      such provisions to other persons or circumstances shall not be affected thereby
      and shall be enforced to the greatest extent permitted by law.

     

    


    [Signature
      page follows]


    
      
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    IN
      WITNESS WHEREOF, the Company and the Holder have executed this Note as of the
      day and year first above written.

    


    
      


      
        	 	
                CHINDEX
                  INTERNATIONAL, INC.

              
	 	 
	 	
                By:

              	 
	 	
                Name:

              	
                Roberta
                  Lipson

              
	 	
                Title:

              	
                Chief
                  Executive Office and President

              


      

      


      


      
        	
                MAGENTA
                  MAGIC LIMITED

              
	 
	
                By:

              	 
	 	
                Name:

              	
                Sanjai
                  Vohra

              
	 	
                Title:

              	
                Authorized
                  Signatory

              


      

      



    

     

     

     

     

     

     

     

    Signature
      Page to Tranche C Note