e60042955ex10_4.htm


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

    


     

    


    CHINDEX
      INTERNATIONAL, INC.

    


    TRANCHE
      C
      CONVERTIBLE NOTE DUE 2017

    


    [Date]

     

    No.
      

    US$1,000,000

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

    


    CHINDEX
      INTERNATIONAL, INC., a Delaware corporation (the
“Company”), for value received, promises to pay, subject
      to the terms and conditions of this Note, to the order of MAGENTA MAGIC LIMITED, a company
      organized and existing under the laws of the British Virgin Islands and wholly
      owned, directly or indirectly, by JPMorgan Chase & Co or its
      registered assigns (the “Holder”), the principal sum of
      ONE MILLION DOLLARS (US$1,000,000) due on November 6, 2017 (the
“Maturity Date”) in cash.  This Note is one of
      a series of Tranche C Convertible Notes due November 6, 2017 (the
“Tranche C Notes”) issued pursuant to the Securities
      Purchase Agreement, dated as of November 7, 2007 (the “Purchase
      Agreement”) between the Company and the Holder as the Purchaser
      therein and is entitled to the benefits thereof.   This Note is
      subject to the terms and conditions of the Purchase Agreement and in the case
      of
      a perceived conflict or inconsistency between this Note and the Purchase
      Agreement, the Purchase Agreement shall govern.  Capitalized terms
      used herein without definition have the meanings assigned thereto in the
      Purchase Agreement.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.  PAYMENTS.

     

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

     

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

     

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

     

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

     

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

     

    2.  CONVERSION.

     

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

     

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

     

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

     

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

     

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


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

    


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

    


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

     

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

    


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

    



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

     

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

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

    


    2.5  Adjustment
      of Conversion Price.

     

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

     

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

     


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

     

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

    


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

     

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

     

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

     

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

     


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

     

    2.7  Notice
      of Certain Corporate Action.  In case:

     

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

     

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

     

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

     

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

     

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

     

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


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

    


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

     

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

     

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

     

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

     

    3.  CANCELLATION
      OF NOTE.

     

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

    


    4.  EVENTS
      OF DEFAULT.

     

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

    



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

     

    (b)  the
      Company or any of the Subsidiaries:

     

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

     

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

     

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

     

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

     

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

     

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

    


    5.  PAYMENT.

     

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

    



    
      
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    6.  MISCELLANEOUS.

     

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

     

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

     

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

     

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

     

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

     

    


    [Signature
      page follows]


    
      
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          C
          Note

        
          

        

      

      
        
        

      

    


    No.   
      


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

    

       

      
        	 	CHINDEX
                INTERNATIONAL,
                INC.	 
	 	 	 	 
	
                 

              	
                By:
                  

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


      

       

       

      
         

        
          	
                  MAGENTA
                    MAGIC LIMITED

                	 
	 	 	 
	
                  By:
                    

                	/s/
                  Sanjai Vohra	 
	 	
                  Name:
                    Sanjai Vohra

                	 
	 	
                  Title:
                    Authorized Signatory

                	 
	 	 	 


        

         

        

Tranche C
          Note