e61059731ex10_2.htm


     

    
      EXECUTION
COPY

      


      STOCKHOLDER
AGREEMENT

       

      This
STOCKHOLDER AGREEMENT, dated as of June 14, 2010 (this “Agreement”), is by
and among Chindex International, Inc., a Delaware corporation (the “Company”), Fosun
Industrial Co., Limited, a Hong Kong corporation (the “Investor”), and Shanghai Fosun Pharmaceutical
(Group) Co., Ltd, a Chinese corporation (the “Warrantor”).

       

      W I T N E
S S E T H:

       

      WHEREAS,
the Company, the Investor and the Warrantor have entered into a Stock Purchase
Agreement, dated June 11, 2010 (as it may be amended from time to time) (the
“Purchase
Agreement”), pursuant to which the Investor is, concurrently herewith,
(i) contemplating purchasing shares of common stock of the Company, par value
$0.01 per share (“Common Stock”), in
the open market or otherwise from third parties and (ii) agreeing to
acquire directly from the Company shares of Common Stock (such shares of Common
Stock as are acquired by the Investor and its Affiliates pursuant to the
Purchase Agreement being referred to herein as the “Shares”);

       

      WHEREAS,
the Company’s principal purpose in entering into the Purchase Agreement and this
Agreement is to align the interests of the Investor with that of the Company and
then to preserve such alignment; and

       

      WHEREAS,
the Company, the Investor and the Warrantor desire to set forth their respective
obligations in connection with the ownership, directly or indirectly, at any
time and from time to time, by the Investor, the Warrantor and any of their
Affiliates (as defined below) of the Shares and any other shares (the “Other Shares”) of
Common Stock heretofore or hereafter acquired.

       

      NOW,
THEREFORE, in consideration of the respective representations, warranties,
covenants, agreements and conditions herein and intending to be legally bound,
the parties hereto, hereby agree as follows:

       

      ARTICLE
I


       

      DEFINITIONS

       

      Section
1.1.  Definitions.  The
following terms, as used herein, have the following meanings:

       

      “Affiliate” means,
with respect to any Person or group of Persons, a Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person or group of Persons.

       

      “Agreement” or “this Agreement” shall
have the meaning set forth in the Preamble, and shall include the Exhibits
hereto and all amendments hereto made in accordance with the provisions
hereof.

       

      “Amended Rights
Agreement” shall have the meaning set forth in the Purchase
Agreement.

       

      “Beneficially Own”
means, with respect to any securities, having “beneficial ownership” of such
securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act as in
effect on the date hereof, and “Beneficial Ownership”
shall have the corresponding meaning.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Board” means the
Board of Directors of the Company.

       

      “Board Representative”
shall have the meaning set forth in Section 2.3(b).

       

      “Business Day” means
any day that is not a Saturday, a Sunday or other day on which banks are
required or authorized by Law to be closed in the city of New York, New York or
Beijing, China. In the event that any action is required or permitted to be
taken under this Agreement on or by a date that is not a Business Day, such
action may be taken on or by the Business Day immediately following such
date.

       

      “Change of Control”
shall have the meaning set forth in Section 4.1(g).

       

      “Charter Documents”
shall have the meaning set forth in the Purchase Agreement.

       

      “Common Stock” shall
have the meaning set forth in the Recitals.

       

      “Company” shall have
the meaning set forth in the Preamble.

       

      “Company Stockholders’
Meeting” shall have the meaning set forth in Section 2.1(b).

       

      “Confidentiality
Agreement” means that
certain Confidentiality Agreement, between Shanghai Fosun Pharmaceutical (Group)
Co., Ltd and the Company, dated as of December 16, 2009.

       

      “control” (including
the terms “controlled
by” and “under
common control with”) means, the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, through the ownership of a majority of the outstanding voting
securities, or by otherwise manifesting the power to elect a majority of the
board of directors or similar body governing the affairs of such
Person.

       

      “DGCL” shall have the
meaning set forth in Section 2.2(a).

       

      “Economic Interest
Percentage” means, with respect to any Person as of any date, the
percentage equal to (i) the aggregate number of shares of Common Stock
Beneficially Owned by such Person and its Affiliates (treating any convertible
securities of the Company that are Beneficially Owned by such Person or its
Affiliates as fully converted into the underlying Common Stock) divided by
(ii) the then-outstanding shares of Common Stock.

       

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

       

      “Governmental
Authority” means any supranational, national, federal, state, municipal
or local governmental or quasi-governmental or regulatory authority (including a
national securities exchange or other self-regulatory body), agency,
governmental department, court, commission, board, bureau or other similar
entity, domestic or foreign or any arbitrator or arbitral body.

       

      “Group” shall have the
meaning set forth in Section 3.1(f).

       

      “Guaranteed
Obligations” shall have the meaning set forth in Section
5A.02(f).

       

      “Warrantor” shall have
the meaning set forth in the Preamble.

       


      
        
           


        

        
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      “Guaranty” shall have
the meaning set forth in Section
5A.01(b).

       

      “Initial Closing”
shall have the meaning set forth in the Purchase Agreement.

       

      “Investor” shall have
the meaning set forth in the Preamble.

       

      “Investor Rights Termination
Event” shall be deemed to have occurred if, at the close of any Business
Day following the date hereof, any of (i) the Economic Interest Percentage of
the Investor in accordance with the terms hereof is (A) during the period
from the date of this Agreement to the Second Closing, 5% or less or (B) during
the period from and after the Second Closing, 10% or less (following either of
which, Investor and Warrantor agree, the Economic Interest Percentage of the
Investor shall never exceed such percentage), (ii) there shall have been a
Change of Control of the Company, or (iii) excluding disability absences due to
illness, during the period commencing on the date hereof and ending on the third
anniversary of the Second Closing, for a period in excess of three months (in
order to allow for sabbaticals and similar temporary absences) two of Roberta
Lipson, Lawrence Pemble and Elyse Beth Silverberg shall (in the reasonable
judgment of the Board) not have been employed by, on the board of or otherwise
involved in providing substantive services to the Company or any subsidiary
thereof, including without limitation the JV referred to in the Purchase
Agreement), which number two shall be three upon such third anniversary or if
the Second Closing does not occur in accordance with the terms of the Stock
Purchase Agreement; provided
however that, notwithstanding the foregoing, an Investor Rights
Termination Event shall occur on the seventh anniversary of the date
hereof.

       

      “Law” means any
federal, national, supranational, state, provincial, local or similar statute,
law, ordinance, regulation, rule, code, order, or rule of law (including common
law) of any Governmental Authority, and any judicial or administrative
interpretation thereof, including any order, writ, judgment, injunction, decree,
stipulation, determination or award entered by or with any Governmental
Authority.

       

      “Lockup Date” shall
have the meaning set forth in Section 4.1(a).

       

      “Offer Shares” shall
have the meaning set forth in Section 4.2(a).

       

      “Other Shares” shall
have the meaning set forth in the Recitals.

       

      “Person” means any
individual, partnership, firm, corporation, limited liability company,
association, trust, unincorporated organization or other entity, as well as any
syndicate or group that would be deemed to be a Person under
Section 13(d)(3) of the Exchange Act.

       

      “Prohibited Person”
means any Person that (i) appears on any list issued by an applicable
Governmental Authority or the United Nations with respect to money laundering,
terrorism financing, drug trafficking, or economic or arms embargoes, or
(ii) directly or indirectly, or together with its Affiliates, owns or
operates health care facilities of any kind in any jurisdiction or otherwise
engages or has publicly announced its intention to engage in any material
respect in any business in which the Company, directly or indirectly, engages or
has publicly announced its intention to engage in any jurisdiction
worldwide.

       

      “Purchase Agreement”
shall have the meaning set forth in the Recitals.

       

      “Qualified Nominee”
shall have the meaning set forth in Section 2.3(a).

       


      
        
           


        

        
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      “ROFO Option Period”
shall have the meaning set forth in Section 4.2(b).

       

      “ROFO Price” shall
have the meaning set forth in Section 4.2(a).

       

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

       

      “Second Closing” shall
have the meaning set forth in the Purchase Agreement.

       

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

       

      “Shares” shall have
the meaning set forth in the Recitals.

       

      “Standstill Interest”
means: for any date prior to the Initial Closing, 14.9% of the then-outstanding
shares of Common Stock; for any date from the Initial Closing and prior to the
Second Closing, 20% of the then-outstanding shares of Common Stock; and after
the Second Closing, 25% of the then-outstanding shares of Common
Stock.

       

      “Subject Shares” shall
have the meaning set forth in Section
2.1(c).

       

      “Subsidiary” means,
with respect to any Person, any Affiliate of such Person that is controlled by
such Person.

       

      “Transaction
Agreements” means, collectively, this Agreement and the Purchase
Agreement.

       

      “Transfer” shall have
the meaning set forth in Section 4.1(a).

       

      “Voting Obligation
Termination Event” shall be deemed to have occurred if, at the close of
any Business Day following the date hereof, any of (i) the Economic Interest
Percentage of the Investor in accordance with the terms hereof is 5% or less
(following which, Investor and Warrantor agree, the Economic Interest Percentage
of the Investor shall never exceed such percentage), (ii) there shall have been
a Change of Control of the Company, or (iii) excluding disability and absences
due to illness, during the period commencing on the date hereof and ending on
the third anniversary of the Second Closing, for a period in excess of three
months (in order to allow for sabbaticals and similar temporary absences) two of
Roberta Lipson, Lawrence Pemble and Elyse Beth Silverberg (in the reasonable
judgment of the Board) shall not have been employed by, on the board of or
otherwise involved in providing substantive services to the Company or any
subsidiary thereof, including without limitation the JV referred to in the
Purchase Agreement), which number two shall be three upon the third anniversary
of the date hereof or if the Second Closing shall not have occurred in
accordance with the terms of the Stock Purchase Agreement; provided however that,
notwithstanding the foregoing, a Voting Obligation Termination Event shall occur
on the seventh anniversary of the date hereof.

       

      “Voting Securities”
shall have the meaning set forth in Section 2.1(c).

       

      Section
1.2.  Interpretation and Rules of
Construction.  In this Agreement, except to the extent
otherwise provided or that the context otherwise requires:

       


      
        
           


        

        
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      (a)   when a
reference is made in this Agreement to an Article, Recital, Section or Exhibit,
such reference is to an Article, Recital or Section of, or an Exhibit to, this
Agreement unless otherwise indicated;

       

      (b)   the table
of contents and headings for this Agreement are for reference purposes only and
do not affect in any way the meaning or interpretation of this
Agreement;

       

      (c)   whenever
the words “include,” “includes” or “including” are used in this Agreement, they
are deemed to be followed by the words “without limitation;”

       

      (d)   the words
“hereof,” “herein” and “hereunder” and words of similar import, when used in
this Agreement, refer to this Agreement as a whole and not to any particular
provision of this Agreement;

       

      (e)   the
definitions of terms contained in this Agreement are applicable to the singular
as well as the plural forms of such terms;

       

      (f)   any Law
defined or referred to herein or in any agreement or instrument that is referred
to herein means such Law or statute as from time to time amended, modified or
supplemented, including by succession of comparable successor Laws;

       

      (g)   references
to a Person are also to its successors and permitted assigns;

       

      (h)   the use
of “or” is not intended to be exclusive unless expressly indicated otherwise;
and

       

      (i)   capitalized
terms used and not defined herein shall have the respective meanings ascribed to
them in the Purchase Agreement.

       

      ARTICLE
II


       

      VOTING RIGHTS; BOARD
REPRESENTATION; DIVIDENDS;

      CORPORATE
OPPORTUNITIES

       

      Section
2.1.  Voting of
Shares.

       

      (a)   Subject
to Sections 2.1(b),
2.2 and 3.1, the Investor
shall have full voting rights with respect to the Subject Shares pursuant to the
Company’s certificate of incorporation and by-laws and applicable
Law.

       

      (b)   The
Investor hereby agrees that, until such time as a Voting Obligation Termination
Event has occurred, at any meeting of the stockholders of the Company, however
called, or at any adjournment or postponement thereof (a “Company Stockholders’
Meeting”), or in any other circumstances upon which a vote, consent or
other approval (including by written consent) is sought by or from the
stockholders of the Company:

       


      
        
           


        

        
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      (i)   the
Investor shall appear at such Company Stockholders’ Meeting or otherwise cause
all Subject Shares to be counted as present thereat for the purpose of
establishing a quorum, and

       

      (ii)   with
respect to any matter upon which a vote, consent or other approval (including by
written consent) is sought by or from the stockholders of the Company
(x) for the election or removal of directors of the Company (or relating to
procedures applicable to the election of directors), (y) relating to equity
incentive plans or other employee or director compensation matters or (z) with
respect to or in connection with any proxy or consent solicitation involving any
proposal or offer (including without limitation any proposal or offer to
stockholders of the Company) not agreed to by the Company, for a merger,
consolidation, share exchange, business combination or similar transaction
involving the Company or any of its Subsidiaries or to acquire in any manner,
directly or indirectly, an equity interest in any Voting Securities of, or a
substantial portion of the assets of, the Company or any of its Subsidiaries,
then in all of the foregoing instances the Investor shall vote and cause to be
voted all Subject Shares in the manner recommended by the Board at any such
Company Stockholders’ Meeting or under any such other circumstances upon which a
vote, consent or other approval (including by written consent) is
sought.

       

      (c)   For
purposes of this Agreement: (i) “Subject Shares”
means, at any given time, such Voting Securities as the Investor may directly or
indirectly Beneficially Own at such time, including without limitation all
Voting Securities owned, directly or indirectly, by Affiliates of the Investor;
and (ii) “Voting
Securities” means securities of the Company having the power generally to
vote on the election of directors and other matters submitted to a vote of
stockholders of the Company.  For the avoidance of doubt, Voting
Securities includes without limitation the Shares and the Other
Shares.

       

      Section
2.2.  Irrevocable
Proxy.

       

      (a)   As
security for the Investor’s and the Warrantor’s obligations under Section 2.1 and the
obligations under Section 2.1 of each
Person who executes and delivers to the Company a Joinder Agreement or a Pledgee
Comfort Letter, as applicable and as provided herein, each of the Investor, the
Warrantor and each Person who executes and delivers to the Company a Joinder
Agreement or a Pledgee Comfort Letter, as applicable and as provided herein
hereby irrevocably constitutes and appoints the Company as its attorney and
proxy in accordance with the Delaware General Corporation Law (“DGCL”), with full
power of substitution and re-substitution, to cause all shares of Common Stock
Beneficially Owned by it and its Affiliates, regardless of whether such
ownership is direct or indirect, to be counted as present at any Company
Stockholders’ Meeting, to vote all shares of Common Stock Beneficially Owned by
it and its Affiliates at any Company Stockholders’ Meeting, and to execute
consents in respect of all shares of Common Stock Beneficially Owned by it and
its Affiliates as, and solely in respect of the matters, provided in Sections 2.1(b)(ii)(x), 2.1(b)(ii)(y) and
2.1(b)(ii)(z).
The Investor, the Warrantor and each Person who executes and delivers to the
Company a Joinder Agreement or a Pledgee Comfort Letter, as applicable and as
provided herein hereby revoke all other proxies and powers of attorney with
respect to the shares of Common Stock Beneficially Owned by it and its
Affiliates that it or they may have heretofore appointed or granted, and
represents that any proxies heretofore given in respect of all shares of Common
Stock Beneficially Owned by it or its Affiliates, if any, are
revocable.

       


      
        
           


        

        
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      (b)   Each of
the Investor, the Warrantor and each Person who executes and delivers to the
Company a Joinder Agreement or a Pledgee Comfort Letter, as applicable and as
provided herein hereby affirms that the irrevocable proxy set forth in this
Section 2.2 is
coupled with an interest and shall remain in effect for the duration of this
Agreement, and, except as set forth in this Section 2.2, is
intended to be irrevocable in accordance with the provisions of Section 212
of the DGCL.  If for any reason the proxy granted herein is not
irrevocable, then the Investor, the Warrantor and each Person who executes and
delivers to the Company a Joinder Agreement or a Pledgee Comfort Letter, as
applicable and as provided herein agree to vote (and to cause to be voted) all
shares of Common Stock Beneficially Owned by it and its Affiliates in accordance
with Section 2.1
above.

       

      (c)   This
irrevocable proxy shall not be terminated by any act of the Investor, of the
Warrantor or of each person who executes and delivers to the Company a Joinder
Agreement or a Pledgee Comfort Letter, as applicable and as provided herein or
by operation of Law, except that this irrevocable proxy shall terminate upon the
occurrence of a Voting Obligation Termination Event.

       

      Section
2.3.  Board
Representation.

       

      (a)   Upon the
occurrence of the Second Closing, (i) the Company shall increase the size
of the Board by two directors and (ii) the Board shall fill these vacancies
with two persons designated by the Investor who shall be reasonably acceptable
to the Board (including that each such person shall have had at least five years
of private industry experience, generally confirm the Company’s mission and
strategy and qualify as “independent” in accordance with Nasdaq and the Exchange
Act) and shall meet all qualifications required by written policy of the
Company, including, without limitation, the Board, the Nominating and Governance
Committee of the Board and the ethics and compliance program of the Company, in
effect from time to time that apply to all nominees for the Board (a “Qualified Nominee”),
all as set forth under “Corporate Governance” on the Company’s website at
www.chindex.com.  In addition, the applicable definitions of
“independent” as currently in effect are set forth on Exhibit C attached
hereto.

       

      (b)   Following
the Second Closing and until the occurrence of an Investor Rights Termination
Event, (i) at each annual meeting of the stockholders of the Company, the
Board shall nominate and recommend for election two Qualified Nominees
designated by the Investor to serve as directors on the Board (each a “Board
Representative”) and shall use its reasonable best efforts to cause such
persons to be elected to serve as directors on the Board (it being understood
that such Qualified Nominees shall not be in addition to the persons designated
by the Investor and serving on the Board pursuant to Section 2.3(a)
above, and that the Investor’s right to designate two Qualified Nominees to
serve on the Board at any given time shall be limited to two persons); provided that such efforts
will not require the Company to postpone its annual meeting of stockholders or
take extraordinary solicitation efforts not taken with regard to the other
nominees to the Board, including that the Company will not be obligated to pay
extraordinary costs with regard to the election of such Qualified Nominees as
directors and (ii) upon the death, disability, retirement, resignation,
removal or other vacancy of a director designated by the Investor, the Board
shall elect as a director to fill the vacancy so created a Qualified Nominee
designated by the Investor to fill such vacancy.

       

      (c)   Each of
the Board Representatives, if any, shall be entitled to the same compensation
and same indemnification in connection with his or her role as a director as the
other members of the Board, and shall be entitled to reimbursement for
documented, reasonable out-of-pocket expenses incurred in attending meetings of
the Board or any  

       


      
        
           


        

        
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      committees
thereof, to the same extent as the other members of the Board. The Company shall
notify each Board Representative of all regular and special meetings of the
Board and shall notify each Board Representative of all regular and special
meetings of any committee of the Board of which the respective Board
Representative is a member. The Company shall provide each Board Representative
with copies of all notices, minutes, consents and other materials provided to
all other members of the Board concurrently as such materials are provided to
the other members.

       

      (d)   Investor
acknowledges and agrees that if the Second Closing does not occur
(i) Investor shall not have the right to designate a Qualified Nominee or a
Board Representative, (ii) the Company shall have no obligation under paragraphs
(a) - (c) of this Section 2.3 and
(iii) neither the Investor nor any person designated by Investor as
provided above in this Section 2.3 shall
have any rights under this Section
2.3.

       

      Section
2.4.  Dividends.  The
Investor shall be entitled to full dividends as a holder of shares of Common
Stock as and when declared and paid by the Company in accordance with the
Company’s certificate of incorporation and by-laws and applicable
Law.

       

      ARTICLE
III

       

      STANDSTILL AND CERTAIN
PROHIBITED TRANSACTIONS

       

      Section
3.1.  Standstill.  From
and after the date hereof and until an Investor Rights Termination Event, the
Investor shall not and shall not permit its Affiliates to, without the prior
written consent of the Company set forth in a resolution adopted by the Board,
in its sole discretion:

       

      (a)   acquire,
hold, vote or dispose, offer to acquire, hold, vote or dispose, or agree to
acquire, hold, vote or dispose, directly or indirectly, by purchase or
otherwise, any Voting Securities or direct or indirect rights to acquire any
Voting Securities of the Company or any Subsidiary thereof, or of any successor
to the Company, or any assets of the Company or any Subsidiary or division
thereof or of any such successor other than as expressly provided
herein;

       

      (b)   seek
representation on the Board or initiate, propose or solicit any change in the
composition or size of the Board or the number of terms of the directors of the
Board;

       

      (c)   initiate,
propose or solicit any material change in the business or corporate structure of
the Company or to the Charter Documents or make any public statement with
respect thereto;

       

      (d)   make any
statement or proposal, whether written or oral, to the Board, or to any
director, officer or agent of the Company, or make any public announcement or
proposal whatsoever with respect to a merger or other business combination, sale
or transfer of assets, recapitalization, dividend, share repurchase, liquidation
or other extraordinary corporate transaction with the Company or any other
transaction which could result in a change of control, solicit or encourage any
other person to make any such statement or proposal, or take any action which
might require the Company to make a public announcement regarding the
possibility of any transaction referred to in this Section 3.1(d) or
similar transaction or advise, assist or encourage any other persons in
connection with the foregoing;

       


      
        
           


        

        
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      (e)   make, or
in any way participate, directly or indirectly, in any “solicitation” of
“proxies” to vote (as such terms are used in the rules of the SEC), or seek to
advise, encourage or influence any Person with respect to the voting of any
Voting Securities of the Company, initiate or propose any shareholder proposal
or induce or attempt to induce any other Person to initiate any shareholder
proposal, or execute any written consent with respect to the
Company;

       

      (f)   form,
join or in any way participate in a “group” (as defined in Section 13(d)(3) of
the Exchange Act) (a “Group”), in
connection with any of the foregoing;

       

      (g)   tender
any shares of Common Stock Beneficially Owned by the Investor or its Affiliates
to a third party which makes or intends to make an unsolicited acquisition
proposal to the Company or provide debt or other financing in connection with
such unsolicited proposal;

       

      (h)   call or
seek to call any special meeting of the Company’s shareholders for any reason
whatsoever;

       

      (i)   deposit
any Voting Securities in a voting trust or subject any Voting Securities to any
arrangement or agreement with respect to the voting of such Voting Securities
other than this Agreement;

       

      (j)   publicly
or otherwise request the Company or the Board to amend, modify or waive any
provision of this Agreement;

       

      (k)   make a
public request to the Company (or its directors, officers, shareholders,
employees or agents) to take any action in respect of the foregoing
matters;

       

      (l)   disclose
any intention, plan or arrangement inconsistent with the foregoing;
or

       

      (m)   grant any
proxy to a third party in respect of any shares of Common Stock Beneficially
Owned by the Investor or its Affiliates, except as provided in Section 2.2
hereof; provided, however, that the Investor
shall be permitted to grant a proxy to a third party who has expressly agreed in
writing to be bound by the terms of this Article III in form
and substance satisfactory to the Board in its sole judgment.

       

      Section
3.2.  Obligation to
Divest.  If at any time the Investor or any of its Affiliates
or the Company or any of its Affiliates becomes aware that the Investor and its
Affiliates Beneficially Own, in the aggregate, shares of Common Stock
representing more than the Standstill Interest, then the Investor and its
Affiliates shall, as soon as is reasonably practicable, take all action
reasonably necessary (including, without limitation, selling Common Stock on the
open market  or to the Company or any of its Affiliates) to reduce the
number of shares of Common Stock Beneficially Owned by them to a number that
results in the Investor and its Affiliates (collectively) Beneficially Owning
Common Stock representing no more than the Standstill Interest, and solely to
the extent required to comply with this Section 3.2, the
Transfer restrictions set forth in Section 4.1
below shall not apply but such Transfer shall be subject to the provisions of
Section 4.2
without regard to the 5% threshold set forth therein.

       

      Section
3.3.  Short
Sales.  During the period from the date hereof and through the
later of (i) the Lockup Date and (ii) the occurrence of an Investor
Rights Termination Event, the Investor shall not, and shall not permit its
Affiliates to, without the prior written consent of the Company set forth in a
resolution adopted by the Board, directly or indirectly 

       


      
        
           


        

        
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      effect
any short sale of the Common Stock Beneficially Owned by the Investor or its
Affiliates.

       

      Section
3.4.  Right to Top Up
Shareholdings.  

       

          (a)             Notwithstanding
Section 3.1 of
this Agreement, until the earlier to occur of the Second Closing and the third
anniversary hereof, in the event the Initial Closing occurs and Investor
(together with its Affiliates) purchases all of the Shares at the Initial
Closing and thereafter the percentage computed by dividing the number of Subject
Shares Beneficially Owned by Investor and its Affiliates (and including without
limitation any Subject Shares that have been pledged or transferred as security)
by the total number of outstanding shares of Common Stock of the Company is
reduced to less than 20% (A) solely as the result of any combination of the
issuance of Common Stock by the Company to employees or directors of the Company
pursuant to the exercise or conversion by such persons of compensatory
exercisable or convertible securities issued by the Company after the initial
Closing and (B) in any event not in whole or in part as a result of any Transfer
of any Subject Shares by Investor and its Affiliate (including any Transfer by
any pledgee of any Subject Shares), the purchase by Investor (together with its
Affiliates) of additional shares of Common Stock of the Company in the open
market in an amount equal to 20% of the shares issued as contemplated by clause
A above shall not be a breach of Section
3.1.  Investor shall give the Company prior written notice of
any such purchase of additional shares of Common Stock.  Upon the
written request of Investor to the Company, the Company and its Board shall take
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, rights agreement (including any distribution
under a rights agreement) or other similar anti-takeover provision under the
Company’s Charter Documents, the Amended Rights Agreement and the DGCL that is
applicable to the Investor and its Affiliates as a result of the Investor and/or
its Affiliates exercising their rights to acquire such additional shares of
Common Stock.  Such action shall be in addition to any action required
to be taken by the Company and its Board pursuant to Section 5.08 of
the Purchase Agreement.

       

          (b)             Notwithstanding
Section 3.1 of
this Agreement, in the event both the Initial Closing and the Second Closing
occur and Investor (together with its Affiliates) purchases all of the Shares at
the Initial Closing and the Second Closing and thereafter the percentage
computed by dividing the number of Subject Shares Beneficially Owned by Investor
and its Affiliates (and including without limitation any Subject Shares that
have been pledged or transferred as security) by the total number of outstanding
shares of Common Stock of the Company is reduced to less than 20% (A) solely as
the result of any combination of (i) acts, events or circumstances outside the
control of Investor and its Affiliates (e.g., as a result of dilution resulting
from the issuance by the Company of additional shares of Common Stock) or (ii)
the issuance of Common Stock by the Company to employees or directors of the
Company pursuant to the exercise or conversion by such persons of compensatory
exercisable or convertible securities issued by the Company after the Second
Closing and (B) in any event not in whole or in part as a result of any Transfer
of any Subject Shares by Investor and its Affiliate (including any Transfer by
any pledgee of any Subject Shares), the purchase by Investor (together with its
Affiliates) of additional shares of Common Stock of the Company in the open
market in such amount as may be necessary to cause the such percentage to be
increased to 20% (but not in excess of 20%) shall not be a breach of Section
3.1.  Investor shall give the Company prior written notice of
any such purchase of additional shares of Common Stock.  Upon the
written request of Investor to the Company, the Company and its Board shall take
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, rights agreement (including any distribution
under a rights agreement) or other similar anti-takeover provision under


       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      the
Company’s Charter Documents, the Amended Rights Agreement and the DGCL that is
applicable to the Investor and its Affiliates as a result of the Investor and/or
its Affiliates exercising their rights to acquire such additional shares of
Common Stock.  Such action shall be in addition to any action required
to be taken by the Company and its Board pursuant to Section 5.08 of
the Purchase Agreement.

       

      ARTICLE
IV


       

      TRANSFER

       

      Section
4.1.  Transfer of Common
Stock.

       

      (a)   Subject
to Section 4.1(d),
the Investor shall not, and shall cause its Affiliates not to, directly or
indirectly, transfer, sell, hedge, assign, gift, pledge, encumber, hypothecate,
mortgage, exchange or otherwise dispose of (including through the sale or
purchase of options or other derivative instruments with respect to the Common
Stock or otherwise) by operation of Law or otherwise (any such occurrence, a
“Transfer”)
(other than a Transfer (i) permitted in accordance with subsection
(b), (d) or (f) below or
(ii) required by, and in accordance with, Section 3.2
above), all or any portion of the Subject Shares, or their economic interest
therein, prior to the fifth anniversary of the date hereof (such date, the
“Lockup Date”)
without the prior written consent of the Company set forth in a resolution
adopted by the Board.

       

      (b)   Subject
to Section 4.1(d),
after the Lock-up date, the Investor shall not, and shall cause its Affiliates
not to, Transfer all or any portion of the Subject Shares, except (i) as
permitted by the immediately following sentence, (ii) pursuant to Section 3.2
above, or (iii) pursuant to Section 4.2
below.  Notwithstanding the foregoing, following the first to occur of
the first anniversary of the Second Closing and the third anniversary of the
Initial Closing, transfers by Investor and its Affiliates after the first
anniversary of the Second Closing of all or any portion of the Subject Shares
pursuant to “brokers’ transactions” as such term is defined in Rule 144 of the
Securities Act, in accordance with the volume limitations in paragraph (e) of
Rule 144 as if such section were applicable and otherwise in compliance with
such Rule shall not violate the restrictions set forth in Section 4.1(a) or
this Section 4.1(b)

       

      (c)   Any
Transfer pursuant to Section 4.1(b)
shall be subject to the following limitations:

       

      (i)   Without
limiting the other provisions of this Article IV, the
Investor shall not, without the prior written consent of the Company set forth
in a resolution adopted by the Board, knowingly dispose or agree to dispose
(directly or indirectly, or pursuant to any series of related transactions
intentionally structured to circumvent the provisions of this Article IV) of all or
any portion of its shares of Common Stock, in one or a series of transactions
(other than as described in Section 4.1(b)(i)
or (ii) above), to
any Person that at the time of the disposition is a Prohibited
Person.

       

      (ii)   The
Investor shall not dispose of or agree to dispose of 3% or more of its shares of
Common Stock to a single Person or Group, directly or indirectly, in a single
transaction or a series of related transactions, unless such Person or Persons
execute and deliver to the Company a Joinder Agreement, substantially in


       


      
        
           


        

        
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      the form
attached hereto as Exhibit A, agreeing
to abide by Article
III and Sections 2.1 and
2.2 of this
Agreement; provided,
however, that any
underwriter, broker-dealer or registered agent that is registered as a
broker-dealer under the Exchange Act and a member firm of the New York Stock
Exchange shall not be considered as a Person or a member of a Group for purposes
of this Section 4.1(c)(ii).

       

      (d)   Notwithstanding
the foregoing, the Investor may at any time:

       

      (i)   Transfer
shares of Common Stock owned by the Investor to an Affiliate; provided that prior to any
Transfer pursuant to this Section 4.1(d)(i),
such transferee shall have agreed in writing to be bound by the terms of this
Agreement pursuant to documentation reasonably satisfactory to the Company; and
provided, further, that no Transfer
pursuant to this Section 4.1(d)(i)
shall relieve any transferor from any liability for damages incurred or suffered
by the Company as a result of any breach of this Agreement by such
transferor;

       

      (ii)   Transfer
a maximum aggregate number of shares of Common Stock during the term of this
Agreement constituting not more than 1% in the aggregate of the Company’s total
outstanding shares of Common Stock at any given time; provided that such Transfers
are made in the open market pursuant to ordinary brokerage
transactions;

       

      (iii)    tender
its Subject Shares pursuant to a tender offer for the Common Stock that has been
affirmatively recommended by a majority of the Board; or

       

      (iv)   Transfer
its Subject Shares pursuant to a merger that has been affirmatively recommended
or approved by a majority of the Board.

       

      (e)   Notwithstanding
the occurrence of the Lockup Date and the second sentence of paragraph (b), the
Company may, by written notice to Investor, designate in any period of 12
consecutive calendar months one or more “black out” periods during which no
Subject Shares of Investor and its Affiliates may be sold without the prior
written consent of the Company, which black out periods may not exceed an
aggregate of 180 days during such 12 month period.  Investor shall
not, and shall cause its Affiliates not to, directly or indirectly Transfer any
of its or their Subject Shares during any such black out period.  The
Company may impose stop-transfer instructions with respect to the Subject Shares
until the end of such period.  In addition, if requested by the
managing underwriter of an underwritten public offering by the Company of Common
Stock, Investor shall, and shall cause its Affiliates to, agree with such
managing underwriter not to sell or otherwise Transfer any Subject Shares for a
period of up to 180 days (as requested by the managing underwriter) following
the effective date of a registration statement with respect to such public
offering.

       

      (f)   Investor
may (i) obtain a one-time full-recourse bridge loan from a single lender/pledgee
to fund the purchase of the Shares to be purchased at the Initial Closing,
pending receipt of the necessary governmental approvals to use Investor’s own
cash for such purchase, which approvals Investor covenants to obtain as soon as
possible after the Initial Closing; and (ii) following the Second Closing,
obtain a full-recourse bridge loan from lenders or pledgees, each of which must
be a major national or international bank or institutional lender in the United
States or China (including Hong Kong) that ordinarily is in the business of
making such loans and accepting such pledges. In addition, each such loan/pledge
shall be subject to the following conditions:  (A) the term of any
such pledge shall not exceed 12 months; (B) each such lender/pledgee shall
execute and deliver to the 

       


      
        
           


        

        
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      Company
for its reliance a binding Pledgee Comfort Letter in the form attached hereto as
Exhibit B for
pledgees; (C) prior to any such loan and pledge, Investor and such
lender/pledgee shall provide the Company with copies of all proposed agreements
and other documents relating to such loan and pledge; (D) the rights of such
lender/pledgee with respect to any such loan and pledge and any related
documentation shall be non-assignable without the Company’s consent; and (E)
Investor shall provide the Company with true and complete copies of all executed
agreements and other documents relating to such short-term bridge loan and
pledge and shall advise the Company in writing immediately upon any default or
imminent default under such loan or pledge and the proposed remediation
thereof.

       

      (g)   Notwithstanding
anything to the contrary herein, the restrictions on Transfer set forth in this
Section 4.1
shall terminate upon a Change of Control. For purposes of this Agreement, a
“Change of
Control” shall mean (i) a merger or consolidation approved by the
Company’s stockholders in which securities possessing more than 50% of the
total combined voting power of the Company’s outstanding securities are
transferred to a Person or Persons different from the Persons holding those
securities immediately prior to such transaction; (ii) any
stockholder-approved sale, transfer or other disposition of all or substantially
all of the Company’s assets; (iii) the acquisition, directly or indirectly, by
any Person or Group (other than the Company or a Person that directly or
indirectly controls, is controlled by or is under common control with, the
Company and other than a Group that includes Investor or any of its Affiliates)
of beneficial ownership (within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of securities possessing more than 50% of
the total combined voting power of the Company’s outstanding securities pursuant
to a tender or exchange offer made directly to the Company’s stockholders; or
(iv) a change in the composition of the Board over a period of
24 consecutive months or less such that a majority of the Board members
ceases, by reason of one or more contested elections for Board membership, to be
comprised of individuals who either (A) have been Board members
continuously since the beginning of such period or (B) have been elected or
nominated for election as Board members during such period by at least a
majority of the Board members described in clause (A) who were still in
office at the time the Board approved such election or nomination.

       

      Section
4.2.  Right of First
Offer.

       

      (a)   In the
event that the Investor or its Affiliates desires to sell Subject Shares
pursuant to Section 4.1(b)
(other than Section 4.1(b)(i)
or 4.1(b)(ii))
in an amount constituting more than 5% of the issued and outstanding shares of
Common Stock in a single or series of related transactions, the Investor shall
first offer such Subject Shares for purchase by the Company by promptly
notifying the Company in writing of such offer, setting forth the number of
Subject Shares proposed to be sold (the “Offer Shares”), the
terms and conditions of sale, and the price or method of determining such price
(the “ROFO
Price”).

       

      (b)   The
Company shall have up to a period of thirty (30) days (the “ROFO Option Period”)
after the receipt of such notice within which to notify the Investor in writing
that it wishes to purchase the Offer Shares at the ROFO Price and upon the terms
and conditions set forth in the Investor’s notice. If the Company gives such
written notice within the ROFO Option Period then it shall have forty
(40) days after it gives such notice to do all things necessary to
consummate such acquisition of the Offer Shares, including entering into
agreements relating to such acquisition. The Investor shall cooperate with the
Company in obtaining all consents and approvals necessary to consummate the
acquisition and shall execute and deliver such customary agreements as may be
reasonably requested by the Company. If the Company receives such consents and
approvals and enters into such 

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      agreements
as are necessary to consummate such acquisition of the Offer Shares, then the
Investor and its Affiliates, as applicable, shall be obligated to sell to the
Company, and the Company shall be obligated to purchase from the Investor and
its Affiliates, as applicable, the Offer Shares at the price and on the terms
and conditions set forth in the Investor’s notice.

       

      (c)   If the
Company does not give written notice to the Investor within the ROFO Option
Period or notifies the Investor in writing that it does not wish to purchase the
Offer Shares, the Investor shall be free to secure a bona fide offer for the
Offer Shares from a third party and sell the Offer Shares to such third party at
a price equal to or greater than the ROFO Price, provided that (i) such
sale to the bona fide third party is consummated within forty-five
(45) days after the expiration of the ROFO Option Period at a price and
upon the same terms and conditions, no more favorable to the third party than
were set forth in the Investor’s notice to the Company (it being agreed by the
Investor that if such sale is not consummated within such 45-day period, the
Investor must re-commence the procedures provided in this Section 4.2 if
it wishes to sell the Subject Shares), (ii) the Investor notifies the
Company in writing of the name, address, telephone number and fax number of the
transferee, along with the names and/or title of a “contact person” at such
transferee, and (iii) the transferee of the Investor and its Affiliates
executes a counterpart copy of this Agreement and thereby agrees prior to the
sale, to be bound by all of the terms and provisions of this Agreement, as
though it were the Investor.

       

      Section
4.3.  Maintenance of
Ownership.  In the event there is any direct or indirect
transfer, sale, hedge, assignment, gift, pledge, encumbrance, hypothecation,
mortgage, exchange or other disposition of (including through the sale or
purchase of options or other derivative instruments with respect to) the shares
or other equity interests in any Affiliate of Investor or Warrantor that owns
any Subject Shares whether by operation of Law or otherwise or any other
transaction, including a merger or consolidation or issuance of additional
equity securities, that would result in such Affiliate ceasing to be an
Affiliate of Investor and Warrantor, Investor and Warrantor shall, as a
condition to such transaction, cause all Subject Shares owned or held by such
Affiliate to be transferred to another Person that is a wholly-owned Subsidiary
of Investor or Warrantor and cause such Person to enter into and deliver to the
Company for its reliance a Joinder Agreement in accordance with Section
6.10.

       

      Section
4.4.  Termination of Article
IV.  Notwithstanding anything to the contrary contained herein,
this Article IV
shall terminate upon an Investor Rights Termination Event.

       

      ARTICLE
V

       

      STOCK
CERTIFICATES

       

      Section
5.1.  Legend and Stop Transfer
Order.  To assist in effectuating the provisions of this
Agreement and the Purchase Agreement, the Investor on its own behalf and on
behalf of each of its Affiliates hereby consents (i) in addition to any legend
contemplated by the terms of the Purchase Agreement, to the placement, effective
immediately, of the legend specified in Section 5.3 below on
all certificates representing ownership of shares of Common Stock owned of
record or Beneficially Owned by the Investor or any of its Affiliates as
contemplated herein or otherwise unless and until such shares are sold,
transferred or disposed of in a manner expressly permitted hereby to a person
who is not then affiliated or related in any manner, directly or indirectly,
with the Investor or any of its Affiliates, and (ii) to the entry effective
immediately of stop transfer orders with the transfer agent or agents of the
Common Stock against transfer of such shares except in compliance with the
requirements of this Agreement.

       


      
        
           


        

        
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      Section
5.2.  Certificates
Delivery.  To assist in effectuating the provisions of this
Agreement and the Purchase Agreement, the Investor agrees to deliver and to
cause each of its Affiliates to deliver to the Company simultaneously herewith
certificates representing all shares of Common Stock owned of record or
Beneficially Owned by the Investor or any of its Affiliates as of the date
hereof, which shares the Investor hereby represents are all of the shares of
Common Stock disclosed as owned by the Investor and its Affiliates in the
Schedule 13G filed by Fosun Industrial Co., Limited with the SEC on November 18,
2009.  In addition, immediately following the acquisition by the
Investor or any of its Affiliates of any and all other shares of Common Stock,
the Investor shall and shall cause each such Affiliate to deliver to the Company
certificates representing such other shares.  Each such certificate
contemplated above forthwith shall be registered in the name of the Investor or
its respective Affiliates owning the shares represented thereby, it being the
intent that all such shares be subject to the terms of this Agreement and be
registered on the stock records of the Company as owned directly in the name of
the Investor and such Affiliates, respectively, and not in “street
name.”

       

      Section
5.3.  Legend
Content.  The legend to be placed on each certificate pursuant
to Section 5.1
shall read as follows:

       

      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A
STOCKHOLDERS AGREEMENT DATED AS OF JUNE 11, 2010 AMONG CHINDEX INTERNATIONAL,
INC. AND FOSUN INTERNATIONAL LIMITED AND MAY NOT BE TRANSFERRED EXCEPT IN
ACCORDANCE WITH SUCH AGREEMENT.  IN ADDITION TO RESTRICTIONS ON
TRANSFER, SUCH AGREEMENT CONTAINS VOTING, STANDSTILL AND OTHER
PROVISIONS.  A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE
CORPORATE SECRETARY OF THE COMPANY.”

       

       

      ARTICLE
V-A

       

      COMPLIANCE
AND GUARANTEE AGREEMENT

       

      As an
inducement to the Company to enter into this Agreement, the Warrantor hereby
agrees with the Company as follows:

       

      Section
5A.01    Compliance and
Guaranty.

       

      (a)           The
Warrantor shall comply with this Agreement as if the Warrantor were Investor,
including without limitation the voting obligations set forth in Sections 2.1, the
standstill and other provisions set forth in Article III and the transfer
and related restrictions set forth in Article IV.

      


      (b)           The
Warrantor hereby unconditionally and irrevocably (i) guarantees the due and
punctual payment and performance when due of the Guaranteed Obligations and (ii)
agrees to pay any and all reasonable expenses (including reasonable legal
expenses and reasonable attorneys’ fees) incurred by the Company in successfully
enforcing any rights under this Article V-A (the “Guaranty”).


      
        
           


        

        
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      Section
5A.02   Waiver,
Etc.

      


      (a)           The
Warrantor waives:

      


      (i)           all
notices of the creation, renewal, extension, accrual or amendment of any of the
Guaranteed Obligations and notice or proof of reliance by the Company on this
Guaranty or acceptance of this Guaranty;

      


      (ii)           diligence,
presentment, demand for payment, protest and notice of nonpayment or dishonor
and all other notices and demands whatsoever relating to the Guaranteed
Obligations or the requirement that the Company proceed first against the
Investor or any other Person to collect payment or require performance of the
Guaranteed Obligations or otherwise exhaust any right, power or remedy under the
Transaction Agreements or any related document or agreement giving rise to any
such Guaranteed Obligations to collect payment or require performance of the
Guaranteed Obligations before proceeding hereunder; and

      


      (iii)           all
suretyship defenses including all defenses based upon any statute or rule of law
that provides that the obligation of a surety must be neither larger in amount
nor in other respects more burdensome than that of the principal.

      


      (b)           The
Guaranteed Obligations shall conclusively be deemed to have been created,
contracted or incurred in reliance on this Guaranty, and all dealings between
the Company and/or its Affiliates, on the one hand, and the Warrantor and/or the
Warrantor’s Affiliates, on the other hand, in connection with the respective
Transaction Agreements and the transactions contemplated hereby and thereby
shall likewise conclusively be presumed to have been had or consummated in
reliance on this Guaranty.

      


      (c)           The
Warrantor covenants that this Guaranty shall not be discharged except by
complete performance of the Guaranteed Obligations.

      


      (d)           The
obligations of the Warrantor hereunder shall constitute a present and continuing
guarantee of payment and performance and not of collectability only, shall be
absolute and unconditional, shall not be subject to any counterclaim, setoff,
deduction or defense the Warrantor may have against the Company or any other
Person, and shall remain in full force and effect until all Guaranteed
Obligations have been satisfied and performed in full, without regard to any
event whatsoever (whether or not the Warrantor shall have any knowledge or
notice thereof or shall have consented thereto), including:

      


      (i)           any
amendment or modification of, or supplement to, the Transaction Agreements, any
assignment, transfer or delegation of any of the rights, obligations, duties or
covenants of any party to the Transaction Agreements or this Guaranty, any
renewal or extension of time for the performance of any of the Guaranteed
Obligations, or any furnishing or acceptance of security so furnished or
accepted for any of the Guaranteed Obligations;

      


      (ii)           any
waiver, consent, extension, forbearance, release or substitution of security or
other action or inaction under or in respect of the Transaction



      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Agreements
or this Guaranty, or any exercise of, or failure to exercise, any right, remedy
or power in respect hereof or thereof;

       

      


      (iii)           any
bankruptcy, insolvency, marshaling of assets and liabilities, arrangements,
readjustment, composition, receivership, assignment for the benefit of
creditors, liquidation or similar proceedings with respect to the Company, the
Investor, the Warrantor or any of their respective Affiliates;

      


      (iv)           the
dissolution, sale or other disposition of all or substantially all of the assets
of the Company, the Investor, the Warrantor or any of their respective
Affiliates;

      


      (v)           any
default by the Company, the Investor, the Warrantor or any of their respective
Affiliates under, or any invalidity or any unenforceability of, or any
misrepresentation by the Company, the Investor, the Warrantor or any of their
respective Affiliates in, or any irregularity or other defect in, the
Transaction Agreements or this Guaranty, or any other instrument or agreement;
or

      


      (vi)           any
other event, action or circumstance that would, in the absence of this Section
5A.02(d)(vi), result in the release or discharge of the Warrantor from the
performance or observance of any obligation, covenant or agreement contained in
this Guaranty or otherwise constitute a defense to this Guaranty.

      


      (e)           Any
term of this Guaranty to the contrary notwithstanding, if at any time any amount
(constituting a Guaranteed Obligation) paid or payable by the Warrantor or the
Investor is rescinded or must otherwise be restored or returned, whether upon or
as a result of the appointment of a custodian, receiver or trustee or similar
officer for the Warrantor or the Investor or any substantial part of its assets,
or the insolvency, bankruptcy or reorganization of the Warrantor or the Investor
or otherwise, the Warrantor’s obligations hereunder with respect to such payment
shall be reinstated as though such payment had been due but not made at such
time.

      


      (f)           For
purposes of this Guaranty, “Guaranteed Obligations” means, collectively, (i) all
amounts now or hereafter payable by the Investor (or any successor, assignee,
transferee or delegatee of the Investor) under and pursuant to the Transaction
Agreements, (ii) each and every other obligation required to be performed by the
Investor under the Transaction Agreements, (iii) each and every obligation of
any Affiliate of the Investor or the Warrantor under or pursuant to any Joinder
Agreement entered into pursuant to this Agreement and (iv) each and every
obligation of the Investor or any Affiliate of the Investor or the Warrantor
under or pursuant to any judgment issued or settlement entered into in the
resolution of any dispute under the Transaction Agreements, whether or not the
Warrantor has had notice of any such dispute or related litigation or
arbitration or any such judgment or settlement.

      


      (g)           The
Warrantor agrees that it will be bound by any judgment or settlement issued or
entered into in the resolution of any dispute under the Transaction
Agreements.

       

      Section
5A.03    Obligations
Independent.  The obligations of the Warrantor hereunder are
independent of the Investor and of any Affiliate of the Investor or
Warrantor.  Separate action or actions may be brought and prosecuted
against the Warrantor, whether or not action is brought against the Investor or
any such Affiliate 

       


      
        
           


        

        
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      and
whether or not the Investor or any such Affiliate be joined in any such action
or actions.

       

       

      Section
5A.04   Effect of
Assignment.  Any term of this Guaranty to the contrary
notwithstanding, in the event that the Investor shall at any time assign or
transfer any Transaction Agreement, or in the event the Investor or any
Affiliate of the Investor or the Warrantor shall assign or delegate any of the
Guaranteed Obligations, to any other Person(s), then this Guaranty shall remain
in full force and effect and the Warrantor’s agreements and obligations herein
shall be unaffected by such assignment, transfer or delegation, as the case may
be.  In such case, references in this Guaranty to the Investor or such
Affiliate shall apply on the same basis to such assignee(s), transferee(s) or
delegate(s) as applicable.


       

      ARTICLE
VI

       

      MISCELLANEOUS

       

      Section
6.1.  Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any Law or public policy, all other terms and provisions of
this Agreement shall nevertheless remain in full force and effect for so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party hereto. Upon a
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an enforceable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent
possible.

       

      Section
6.2.  Entire
Agreement.  This Agreement (including the exhibits hereto), the
Confidentiality Agreement and the Purchase Agreement constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and
thereof and supersede all prior agreements and undertakings, both written and
oral, among the Company and the Investor with respect to the subject matter
hereof and thereof.  The confidentiality provisions of the
Confidentiality Agreement are incorporated herein by reference and not
superseded hereby.

       

      Section
6.3.  Effect of Termination of
Purchase Agreement.  In the event that the closing of the
issuance, sale and purchase of any of the Shares contemplated by the Purchase
Agreement is not consummated or the Purchase Agreement is otherwise terminated
for any reason as provided therein, this Agreement shall govern all of the
Shares, if any, that had been purchased pursuant to the Purchase Agreement
through such date of termination and all of the Other Shares.  For the
avoidance of doubt, in the event of termination of the Purchase Agreement for
any reason as provided therein, the terms of this Agreement shall survive any
such termination.

       

      Section
6.4.  Notices.  All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be given or made (and shall be deemed to have been duly
given or made upon receipt) by delivery in person, by an internationally
recognized overnight courier service, or by facsimile to the respective parties
hereto at the following addresses (or at such other address for a party as shall
be specified in a notice given in accordance with this Section 6.4):

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      If to the
Company:

       

      Chindex
International, Inc.

      4340 East
West Highway

      Bethesda,
MD 20814

      Attention:
Chief Executive Officer

      and
Corporate Secretary

      Facsimile:
310-215-7777

      


      If to the
Investor or Warrantor:

       

      Fosun
Industrial Co., Limited

      Room
808

      ICBC
Tower

      3 Garden
Road

      Hong
Kong, China

      Facsimile: (86)
021-63325063

      


      Section
6.5.  Assignment; Effect of
Joinder/Pledgee Comfort Letter.  (a)  This Agreement
may not be assigned (by operation of Law or otherwise) without the express
written consent of the other parties (not to be unreasonably withheld, delayed
or conditioned) and, in the case of an assignment by the Investor or the
Warrantor, compliance with the following sentence; and any such assignment or
attempted assignment without such consent shall be void.  In the event
of any assignment by the Investor or the Warrantor, the assignee shall agree as
a condition to the effectiveness of such assignment in a written instrument in
form and substance satisfactory to the Company to assume and agree to be bound
by the obligations of such party set forth in this Agreement.  No
assignment by any party shall relieve such party from any of its obligations
hereunder.

       

      (b)           Upon
the execution and delivery to the Company of a Joinder Agreement or a Pledgee
Comfort Letter, as applicable, entered into by any Person pursuant to this
Agreement, such Person will, to the extent provided in the Joinder Agreement or
the Pledgee Comfort Letter, as applicable, become a party to this
Agreement.

       

      Section
6.6.  Compliance.  In
connection with this Agreement and the transactions contemplated hereby, each of
the parties hereto agrees to comply with, and conduct its business in conformity
with, in all material respects all applicable Law (including applicable Law of
the United States and those countries in which the Company or its Subsidiaries
conduct business).

       

      Section
6.7.  Amendment.  This
Agreement may not be amended or modified except (i) by an instrument in
writing signed by, or on behalf of, the Company and the Investor, or
(ii) by a waiver in accordance with Section 6.8.

       

      Section
6.8.  Waiver.  The
Company or the Investor may (i) extend the time for the performance of any
of the obligations or other acts of any other party, (ii) waive any
inaccuracies in the representations and warranties of any other party contained
herein or in any document delivered by any other party pursuant hereto, or
(iii) waive compliance with any of the agreements of any other party or
conditions to such party’s obligations contained herein. Any such extension or
waiver shall be valid only if set forth in an instrument 

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      in
writing signed by the party that is giving the waiver. Any waiver of any term or
condition shall not be construed as a waiver of any subsequent breach or a
subsequent waiver of the same term or condition, or a waiver of any other term
or condition of this Agreement. The failure of any party hereto to assert any of
its rights hereunder shall not constitute a waiver of any of such rights. All
rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

       

      Section
6.9.  No Third-Party
Beneficiaries.  This Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever, under or by reason of this
Agreement.

       

      Section
6.10.  Affiliates of Investor and
Warrantor.  Each of Investor and Warrantor shall cause each of
its Affiliates that from time to time directly or indirectly owns any Subject
Shares to comply with this Agreement as if such Affiliate were Investor,
including without limitation the voting obligations set forth in Sections 2.1 and
2.2, the
standstill and other provisions set forth in Article III and
the transfer and related restrictions set forth in Article
IV.  Investor and Warrantor shall cause each such Affiliate to
execute and deliver to the Company for its reliance a Joinder Agreement,
substantially in the form attached hereto as Exhibit A, agreeing
to abide by and comply with the terms of this Agreement and granting the
irrevocable proxies provided for in Section 2.2.

       

      Section
6.11.  Governing Law; Jurisdiction;
Waiver of Jury Trial.

       

      (a)   This
Agreement shall be governed by, and construed in accordance with, the Laws of
the State of Delaware applicable to contracts executed in and to be performed in
that State, without regard to the principles of conflict of Laws of the State of
Delaware or any other jurisdiction.

       

      (b)   Each of
the Investor, the Warrantor and the Company irrevocably submits to the exclusive
jurisdiction of any state or federal court located in the State of Delaware, and
waives objection to the venue of any proceeding in such court or that such court
provides an inconvenient forum.

       

      (c)   EACH OF
THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

       

      Section
6.12.  No Consequential
Damages.  No party shall seek or be entitled to receive any
consequential damages, including but not limited to loss of revenue or income,
cost of capital, or loss of business reputation or opportunity, relating to any
misrepresentation or breach of any warranty or covenant set forth in this
Agreement; nor shall any party seek or be entitled to receive punitive damages
as to any matter under, relating to or arising out of the transactions
contemplated by this Agreement.

       

      Section
6.13.  Specific
Performance.  The parties hereto agree that irreparable damage
would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement or to enforce specifically the
performance of the terms and provisions hereof in any state or federal court
located in the State of New York, in addition to any other remedy to which they
are entitled at Law or in equity.

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      Section
6.14.  Nature of
Agreement.  With respect to the contractual liability of the
Investor to perform its obligations under this Agreement, with respect to itself
or its property, the Investor agrees that the execution, delivery and
performance by it of this Agreement constitute private and commercial acts done
for private and commercial purposes.

       

      Section
6.15.  Currency.  Unless
otherwise specified in this Agreement, all references to currency, monetary
values and dollars set forth herein means United States (U.S.) dollars and all
payments hereunder shall be made in United States dollars.

       

      Section
6.16.  Counterparts.  This
Agreement may be executed and delivered (including by facsimile transmission or
portable document format (“.pdf”)) in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.

       

      Section
6.17.  Tax
Forms.  Upon execution of this Agreement (and at any other time
or times prescribed by applicable Law or as reasonably requested by the
Company), the Investor shall deliver to the Company a properly completed and
duly executed IRS Form W-8EXP (or other applicable IRS Form), together with any
other information necessary in order to establish an exemption from, and/or
reduction of, U.S. federal income tax withholding. Except to the extent
otherwise required by applicable Law, all payments to be made by the Company in
respect of the Common Stock shall be made without deduction or withholding for
or on account of U.S. federal income taxes. The Investor shall promptly notify
the Company at any time such previously delivered IRS forms or information are
no longer correct or valid.

       

      [Signature page
follows]

       


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto 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

              


      

      


      
        	 
      	
                FOSUN
      INDUSTRIAL CO., LIMITED

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Chen Qiyu
	 
      	 
      	
                Name:

              	
                Chen
      Qiyu

              
	 
      	 
      	
                Title:

              	
                Chairman
      of the Board

              


      

      


      
        	 
      	
                SHANGHAI
      FOSUN PHARMACEUTICAL (GROUP) CO., LTD

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Chen Qiyu
	 
      	 
      	
                Name:

              	
                Chen
      Qiyu

              
	 
      	 
      	
                Title:

              	
                Chairman
      of the Board

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

      [Stockholder Agreement Signature
Page]