e60042955ex10_1.htm


    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.

     

    

      
        
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          Investor
            Rights Agreement

          
            

          

        

        
          
          

        

      

    

     

    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

     

    

      
        
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          Investor
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    (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.  

     

    

      
        
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    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;

     

    

      
        
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          Investor
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    (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

     

    

      
        
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    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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    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]

     

    

      
        
          8

        

        
          Investor
            Rights Agreement

          
            

          

        

        
          
          

        

      

    

     

    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:
                

            	/s/
              Roberta Lipson	 
	 	 	Name:  Roberta
              Lipson	 
	 	 	Title:  Chief
              Executive
              Officer	 
	 	 	 	 


    

     

    
      


      
        	Accepted
                and Agreed
                to:	 
	 	 
	
                Magenta
                  Magic Limited

              	 
	 	 	 
	 	 	 
	
                By:
                  

              	/s/
                Sanjai Vohra	 
	 	
                Name:
                  Sanjai Vohra

              	 
	 	
                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;

     


    
      
        Schedule
          1

      

      
        Investor
          Rights Agreement

        
          

        

      

      
        
        

      

    


    (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.

     

    Schedule
      1

     

    Investor
      Rights Agreement