e60042955ex10_2.htm


    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.

     


    
      
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        Registration
          Rights Agreement

        
          

        

      

      
        
        

      

    


    “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.

     


    
      
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        Registration
          Rights Agreement

        
          

        

      

      
        
        

      

    


    “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.

     


    
      
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        Registration
          Rights Agreement

        
          

        

      

      
        
        

      

    


    “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

     


    
      
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        Registration
          Rights Agreement

        
          

        

      

      
        
        

      

    


    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,

     


    
      
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        Registration
          Rights Agreement

        
          

        

      

      
        
        

      

    


    and
      the
      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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          Rights Agreement

        
          

        

      

      
        
        

      

    


    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

     

    

      
        
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    the
      case
      of a Mandatory Shelf Registration Statement) or Initiating Holders (in 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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        Registration
          Rights Agreement

        
          

        

      

      
        
        

      

    


    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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        Registration
          Rights Agreement

        
          

        

      

      
        
        

      

    


    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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          Rights Agreement

        
          

        

      

      
        
        

      

    


    (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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          Rights Agreement

        
          

        

      

      
        
        

      

    


    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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          Rights Agreement

        
          

        

      

      
        
        

      

    


    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]

     

    

      
        
          21

        

        
          Registration
            Rights Agreement

          
            

          

        

        
          
          

        

      

    

     

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

     

    


     

    
      	 	CHINDEX
              INTERNATIONAL, INC.	 
	 	 	 	 
	
               

            	
              By:

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


    

     

     

     

    
       

      
        	 	MAGENTA
                MAGIC LIMITED	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/
                Sanjai Vohra	 
	 	Name 	Sanjai
                Vohra	 
	 	Title 	Authorized
                Signatory	 
	 	 	 	 


      

       

    

     

     


    
      
        
        

      

      
        Signature
          Page to Registration Rights Agreement

        
          

        

      

      
        
        

      

    

     

    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

            


    

     


    
      
        
        

      

      
        Registration Rights
          Agreement

        
          

        

      

      
        
        

      

    


    
      	
              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.

            


    

     

    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.

     

     

    Registration Rights
      Agreement