e61059731ex10_1.htm


     

    EXECUTION
COPY

    


    STOCK
PURCHASE AGREEMENT

     

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

     

    W I T N E S S E T
H:

     

    WHEREAS,
the Company desires to issue and sell to the Investor, and the Investor desires
to purchase from the Company, pursuant to the terms and conditions set forth in
this Agreement, up to 1,990,447 shares (the “Shares”) of common
stock of the Company, par value $0.01 per share (“Common
Stock”);

     

    WHEREAS,
the Company, the Investor and the Warrantor desire to, concurrently herewith,
enter into an agreement (the “Stockholder
Agreement”) governing 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 any shares of Common Stock, including but not
limited to the Shares.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, and intending to be legally bound, the Company,
the Investor and the Warrantor hereby agree as follows:

     

    ARTICLE
I


     

    DEFINITIONS

     

    Section
1.01  Certain Defined
Terms.

     

    “Action” means any
claim, action, suit, arbitration, inquiry, grievance, proceeding, hearing,
investigation, or administrative decision-making or rulemaking process by or
before any Governmental Authority.

     

    “Additional
Investment” shall have the meaning set forth in Section
2.01(b).

     

    “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” means the Rights Agreement, dated June 7, 2007, between
the Company and American Stock Transfer & Trust Company, as Rights Agent, as
amended November 4, 2007.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    “Balance Sheet Date”
shall have the meaning set forth in ARTICLE
III.

     

    “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.

     

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

     

    “China” means the
People’s Republic of China, excluding the Hong Kong Special Administrative
Region, the Macau Special Administrative Region and Taiwan.

     

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

     

    “Closing” means the
Initial Closing or the Second Closing, as applicable.

     

    “Closing Date” means
the Initial Closing Date or the Second Closing Date, as applicable.

     

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

     

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

     

    “Company Governmental
Approvals” shall have the meaning set forth in Section
3.04(b).

     

    “Company Indemnitee”
shall have the meaning set forth in Section
8.16(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” means the
Delaware General Corporation Law.

     

    “Disclosure Schedule”
shall have the meaning set forth in ARTICLE
III.

     

    “Environmental Laws”
shall have the meaning set forth in Section
3.19.

    


    
      
        
           


        

        
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    “ERISA” shall have the
meaning set forth in Section
3.22.

     

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

     

    “Existing Investor
Agreement” means the Investor Rights Agreement dated as of November 7,
2007 by and among the Company and Magenta Magic Limited, as amended from time to
time.

     

    “Existing Holder”
means the “Holder” as such term is defined in the Existing Investor
Agreement.

     

    “FCPA” shall have the
meaning set forth in Section
3.23.

     

    “Fosun Division” shall
have the meaning set forth in Section
5.03.

     

    “GAAP” means United
States generally accepted accounting principles in effect from time to time
applied consistently throughout the periods involved.

     

    “Governmental
Approvals” shall have the meaning set forth in Section
4.04.

     

    “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.

     

    “Governmental Order”
means any order, writ, judgment, injunction, decree, stipulation, determination
or award entered by or with any Governmental Authority with competent
jurisdiction.

     

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

     

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

     

    “Hazardous Materials”
shall have the meaning given in Section
3.19.

     

    “HSR Act” means the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

    


    
      
        
           


        

        
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    “Indemnified Party”
shall have the meaning set forth in Section
8.16(c).

     

    “Indemnifying Party”
shall have the meaning set forth in Section
8.16(c).

     

    “Initial Closing”
shall have the meaning set forth in Section
2.04.

     

    “Initial Closing Date”
shall have the meaning set forth in Section
2.04.

     

    “Initial Investment”
shall have the meaning set forth in Section
2.01(a).

     

    “Initial Purchase
Price” shall have the meaning set forth in Section
2.02.

     

    “Initial Termination
Trigger” shall have the meaning set forth in Section
7.01(d).

     

    “Intellectual Property
Rights” shall have the meaning set forth in Section
3.20.

     

    “Investment Company
Act” shall have the meaning set forth in Section
3.12.

     

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

     

    “Investor Indemnitee”
shall have the meaning set forth in Section
8.16(a).

     

    “IRS” means the
Internal Revenue Service of the United States.

     

    “knowledge” means,
with respect to any Person, the actual knowledge after reasonable inquiry of the
officers of such Person.

     

    “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 Governmental Order.

     

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

     

    “Loss” shall have the
meaning set forth in Section
8.16(a).

     

    “Material Adverse
Effect” means a material adverse event, change, development, condition or
occurrence on or with respect to the business, condition (financial or
otherwise), assets, liabilities, operations or results of operations of the
Company and its Subsidiaries, taken as a whole, but shall not be deemed to
include any event, change, development, condition or occurrence to the extent
resulting from: (i) changes in the economy or the financial, securities or
currency markets in the United States, China or elsewhere in the world
(including changes in prevailing foreign exchange rates or interest rates), (ii)
changes generally affecting companies in the industries in which the Company and
its Subsidiaries engage in business, (iii) the announcement or the existence of,
or compliance with, this Agreement or the transactions contemplated hereby, (iv)
any changes in the share price or trading volume of the Shares or in the
Company’s credit rating, or the failure of the Company to meet projections or
forecasts, in and of itself (but not the underlying causes thereof), (v) any


    


    
      
        
           


        

        
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    taking of
any action at the written request of the Investor, (vi) any adoption,
implementation, promulgation, repeal, modification, reinterpretation or proposal
of any Law of or by any international, national, regional, state or local
Governmental Authority, independent system operator, regional transmission
organization or market administrator, in each case having general applicability,
(vii) any generally applicable changes in GAAP or accounting standards or
interpretations thereof, or (vii) any weather-related or other force majeure
event or outbreak or escalation of hostilities or acts of war or terrorism,
except, with respect to clauses (i), (v), (vi) and (vii), to the extent that the
effects of such changes or events are disproportionately adverse to the
business, condition (financial or otherwise), assets, liabilities, operations or
results of operations of the Company and its Subsidiaries, taken as a
whole.

     

    “Material Agreements”
shall have the meaning set forth in Section
3.15.

     

    “Money Laundering
Laws” shall have the meaning set forth in Section
3.24.

     

    “MP Division” shall
have the meaning given in Section
5.03.

     

    “MPD Transaction”
shall have the meaning given in Section
5.03.

     

    “NASDAQ” means the
NASDAQ Global Market.

     

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

     

    “Person” means any
individual, 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.

     

    “Preferred Stock”
shall have the meaning set forth in Section
3.02(a).

     

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

     

    “SEC Reports” shall
have the meaning set forth in Section
3.08.

     

    “Second Closing” shall
have the meaning set forth in Section
2.05.

     

    “Second Closing Date”
shall have the meaning set forth in Section
2.05.

     

    “Second Purchase
Price” shall have the meaning set forth in Section
2.03.

     

    “Second Termination
Trigger” shall have the meaning set forth in Section
7.01(e).

     

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

     

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

     

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

    


    
      
        
           


        

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

     

    “Substantial
Detriment” shall have the meaning set forth in Section
5.01(d).

     

    “Taxes” shall have the
meaning set forth in Section
3.17.

     

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

     

    “Updated Disclosure
Schedule” shall have the meaning set forth in Section
2.05.

     

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

     

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

     

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

     

    ARTICLE
II


     

    PURCHASE AND
SALE

     

    Section
2.01  Purchase and Sale of the
Shares.  Upon the terms and subject to the conditions of this
Agreement, the Company shall issue to the Investor, and the Investor
shall

    


    
      
        
           


        

        
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    purchase,
accept and acquire from the Company pursuant to a registered offering under the
Securities Act, the Shares as follows:

     

    (a)           At
the Initial Closing (as defined below), the Investor will purchase 933,022
Shares (the “Initial
Investment”) as hereinafter provided; and

     

    (b)           At
the Second Closing (as defined below), the Investor will purchase an additional
1,057,425 Shares (the “Additional
Investment”) as hereinafter provided; provided, however, that if the Initial
Closing does not occur, the Investor shall have no right to purchase, accept or
acquire from the Company and the Company shall have no obligation to issue or
sell to the Investor any Shares at the Second Closing.

     

    Section
2.02  Initial Investment Purchase
Price.  The purchase price for the Shares constituting the
Initial Investment shall be $13,995,330 (the “Initial Purchase
Price”), reflecting a per Share price of $15.00.

     

    Section
2.03  Additional Investment
Purchase Price.  The purchase price for the Shares constituting
the Additional Investment shall be $15,861,375 (the “Second Purchase
Price”), reflecting a per Share price of $15.00

     

    Section
2.04  Closing of the Initial
Investment.  Subject to the terms and conditions of this
Agreement, the issuance, sale and purchase of the Shares constituting the
Initial Investment shall take place at a closing (the “Initial Closing”) to
be held at 10:00 a.m. (Eastern time) at the offices of Hughes Hubbard &
Reed LLP, One Battery Park Plaza, New York, New York 10004 on the third Business
Day after the date that the parties have received notice that each of the
conditions set forth in ARTICLE VI of this
Agreement have been satisfied or have been waived, or at such other date, time
and place as the Company and the Investor may mutually agree upon in writing
(the date upon which the Initial Closing occurs is referred to herein as the
“Initial Closing
Date”).

     

    Section
2.05  Closing of the Additional
Investment; Updated Disclosure Schedule.  Subject to the terms
and conditions of this Agreement, the issuance, sale and purchase of the Shares
constituting the Additional Investment shall take place at an additional closing
(the “Second
Closing”) to be held at 10:00 a.m. (Eastern time) at the offices of
Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004
on the third Business Day after the date that the parties have received notice
that each of the conditions set forth in Article VI of this
Agreement have been satisfied or have been waived with respect to such Second
Closing, or at such other date, time and place as the Company and the Investor
may mutually agree upon in writing (the date upon which the Second Closing
occurs is referred to herein as the “Second Closing
Date”).  Prior to the Second Closing, the Company may deliver
to the Investor an updated Disclosure Schedule (the “Updated Disclosure
Schedule”) to update the representations and warranties made in this
Agreement to cause such representations and warranties as so updated to be true
and correct in all material respects or, where any statement in a representation
or warranty expressly includes a standard of materiality, to cause such
statement to be true and correct in all respects as so qualified, as of the
Second Closing Date.  If no Updated Disclosure Schedule is provided,
then all references in this Agreement to “Updated Disclosure Schedule” shall
refer to the “Disclosure Schedule.”

    


    
      
        
           


        

        
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    Section
2.06  Initial Closing Deliveries
by the Company.  At the Initial Closing, the Company shall
deliver or cause to be delivered to the Investor or its designated
custodian:

     

    (a)   a
certificate representing the Shares constituting the Initial Investment
registered in the name of the Investor;

     

    (b)   the
officer’s certificate contemplated in Section
6.03(c);

     

    (c)   a true
and complete copy, certified by the Secretary or an Assistant Secretary of the
Company, without incurring personal liability, of the resolutions duly and
validly adopted by the board of directors of the Company evidencing its
authorization of the execution and delivery of this Agreement and each of the
Transaction Agreements and the consummation of the transactions contemplated
hereby and thereby; and

     

    (d)   a
certificate from the Company dated as of the Initial Closing Date, to the effect
that the Company is not a foreign person pursuant to Treasury Regulation Section
1.1445-2(b)(2).

     

    Section
2.07  Initial Closing Deliveries
by the Investor.  At the Initial Closing, the Investor shall
deliver to the Company:

     

    (a)   the
Initial Purchase Price without any deduction or setoff of any kind, by wire
transfer in immediately available funds to a bank account in the United States
to be designated by the Company in a written notice to the Investor prior to the
Initial Closing;

     

    (b)   the
officer’s certificate contemplated in Section
6.02(c);

     

    (c)   a true
and complete copy, certified by an authorized representative of the Investor,
without personal liability, of the resolutions duly and validly adopted by the
executive director of the Investor evidencing the Investor’s authorization of
the execution and delivery of this Agreement and each of the Transaction
Agreements and the consummation of the transactions contemplated hereby and
thereby; and

     

    (d)   a true
and complete copy, certified by an authorized representative of the Warrantor,
without personal liability, of the resolutions duly and validly adopted by the
executive director of the Warrantor evidencing the Warrantor’s authorization of
the execution and delivery of this Agreement and each of the Transaction
Agreements and the consummation of the transactions contemplated hereby and
thereby.

     

    Section
2.08  Second Closing Deliveries by
the Company.  At the Second Closing, the Company shall deliver
or cause to be delivered to the Investor or its designated
custodian:

     

    (a)   a
certificate representing the Shares constituting the Additional Investment
registered in the name of the Investor;

     

    (b)   the
officer’s certificate contemplated in Section
6.03(c);

    


    
      
        
           


        

        
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    (c)   a true
and complete copy, certified by the Secretary or an Assistant Secretary of the
Company, without incurring personal liability, of the resolutions duly and
validly adopted by the board of directors of the Company evidencing its
authorization of the execution and delivery of this Agreement and each of the
Transaction Agreements and the consummation of the transactions contemplated
hereby and thereby; and

     

    (d)   a
certificate from the Company dated as of the Second Closing Date, to the effect
that the Company is not a foreign person pursuant to Treasury Regulation Section
1.1445-2(b)(2).

     

    Section
2.09  Second Closing Deliveries by
the Investor.  At the Second Closing, the Investor shall
deliver to the Company:

     

    (a)   the
Second Purchase Price without any deduction or setoff of any kind, by wire
transfer in immediately available funds to a bank account in the United States
to be designated by the Company in a written notice to the Investor prior to the
Second Closing;

     

    (b)   the
officer’s certificate contemplated in Section
6.02(c);

     

    (c)   a true
and complete copy, certified by an authorized representative of the Investor,
without personal liability, of the resolutions duly and validly adopted by the
executive director of the Investor evidencing the Investor’s authorization of
the execution and delivery of this Agreement and each of the Transaction
Agreements and the consummation of the transactions contemplated hereby and
thereby; and

     

    (d)   a true
and complete copy, certified by an authorized representative of the Warrantor,
without personal liability, of the resolutions duly and validly adopted by the
executive director of the Warrantor evidencing the Warrantor’s authorization of
the execution and delivery of this Agreement and each of the Transaction
Agreements and the consummation of the transactions contemplated hereby and
thereby; and

     

    (e)   all
documents, certificates, consideration and other items to be delivered by or on
behalf of the Investor or permitted acquirer necessary and as otherwise
reasonably requested by the Company to give effect to the condition set forth in
Section
6.02(d).

     

    Section
2.10  Adjustments to Number of
Shares and/or Per Share Price.  The number of Shares issued by
the Company to the Investor at the Initial Closing or Second Closing, as
applicable, and/or the per share price represented by the Initial Purchase Price
or the Second Purchase Price, as applicable, shall be adjusted appropriately to
reflect the effect of any stock split, reverse stock split, stock dividend
(including any dividend or distribution of securities convertible into Common
Stock), extraordinary dividends, reorganization, recapitalization,
reclassification, combination, exchange of shares or other like change with
respect to Common Stock occurring on or after the date hereof and prior to the
applicable Closing.

     

    Section
2.11  Stockholder
Agreement. Concurrently herewith, the Company, the Investor and the
Warrantor have entered into the Stockholder Agreement in the form attached
hereto as Exhibit A, which shall remain in full force and effect regardless of
any termination of this Agreement for any reason.

    


    
      
        
           


        

        
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    ARTICLE
III


     

    REPRESENTATIONS AND
WARRANTIES OF THE COMPANY

     

    Except as
set forth in (i) the Disclosure Schedule to be made part of this Agreement
(“Disclosure
Schedule”) or any Updated Disclosure Schedule provided in connection with
the Second Closing pursuant to Section 2.05 of this
Agreement, (ii)
any SEC Reports filed by the Company including the exhibits incorporated by
reference since March 31, 2010 (the “Balance Sheet Date”)
prior to the applicable Closing Date, or the draft as of June 10, 2010 of the
Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010
(the “Draft 2010
10-K”), which exceptions shall be deemed part of the representations and
warranties made hereunder with respect to the applicable Closing, the Company
represents and warrants to the Investor the following as of the date of this
Agreement, and such representations and warranties (subject to the Disclosure
Schedule and SEC Reports) shall be deemed to also be made as of the Initial
Closing Date (if different from the date of this Agreement) and such
representations and warranties (subject to the Updated Disclosure Schedule and
SEC Reports) shall be deemed to also be made as of the Second Closing Date;
provided that each
representation or warranty deemed to be made after the date of this Agreement
shall be deemed to be made by reference to the facts and circumstances existing
at the date on which such representation or warranty is deemed to be made
(except that, for the avoidance of doubt, any representation or warranty that is
expressed to be made by reference to the facts and circumstances existing as at
a specific date shall be made by reference to the facts and circumstances
existing as at such specific date):

     

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

    


    
      
        
           


        

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

     

    (a)   The
authorized capital stock is divided into 28,200,000 shares of Common Stock,
$0.01 par value per share, including 3,200,000 shares designated as Class B
Common Stock, and 500,000 shares of Preferred Stock, $0.01 par value per share
(the “Preferred
Stock”).  As of the date hereof, there were 14,928,357 shares
of Common Stock issued and outstanding, including 1,162,500 shares of Class B
Common Stock, and no shares of Preferred Stock issued and
outstanding.  Other than as set forth above or as contemplated in the
SEC Reports or this Agreement or as set forth in the Existing Investor
Agreement, there are no other options, warrants, calls, rights, commitments or
agreements of any character to which any Group Company is a party or by which
either any Group Company is bound or obligating any Group Company to issue,
deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold,
repurchased or redeemed, any shares of the capital stock of such Group Company
or obligating such Group Company to grant, extend or enter into any such option,
warrant, call, right, commitment or agreement.

     

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

     

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

    


    
      
        
           


        

        
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    Section
3.04  No Conflict; Governmental
and Other Consents.

     

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

     

    (b)   Other
than any non-U.S. approvals, no consent, approval, authorization or other order
of any Governmental Authority or other third-party is required to be obtained by
the Company in connection with the authorization, execution and delivery of this
Agreement or with the authorization, issue and sale of the Shares hereunder,
except such post-Closing filings as may be required to be made with the SEC,
NASDAQ and with any state or foreign blue sky or securities regulatory authority
and the draft notice filed under the NASDAQ Marketplace Rule 4310, which is not
in strict compliance with the notice period requirements under Rule 4310
(collectively, the “Company Governmental
Approvals”) except as set forth in the Existing Investor
Agreement.

     

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

     

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

    


    
      
        
           


        

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

     

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

     

    Section
3.09  Financial
Information.  The Company’s financial statements for the past
three years prior to the date hereof that appear in the SEC Reports have been
prepared in accordance with GAAP, except in the case of unaudited statements, as
permitted by Form 10-Q of the SEC or as may be indicated therein or in the notes
thereto, applied on a consistent basis throughout the periods indicated and such
financial statements fairly present in all material respects the financial
condition and results of operations of the Company and the Subsidiaries as of
the dates and for the periods indicated therein.  Subsequent to the
Balance Sheet Date, (i) none of the Group Companies has incurred any
liabilities, direct or contingent, that are material, individually or in the
aggregate, to such Group Company, or has entered into any material transactions
not in the ordinary course of business, (ii) there has not been any decrease in
the capital stock or any material increase in indebtedness of the Group
Companies for money borrowed or guaranteed beyond US$2,000,000, or any payment
of or declaration to pay any dividends or any other distribution with respect to
the Group Companies other than Group Companies that are wholly-owned
Subsidiaries of the Company, and (iii) there has not been any change in the
business, management, operations or financial condition of any Group Company
that would be reasonably likely to have a Material Adverse Effect.

    


    
      
        
           


        

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

     

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

     

    Section
3.12  Investment
Company.  The Company is not an “investment company” within the
meaning of such term under the U.S. Investment Company Act of 1940, as amended
(the “Investment
Company Act”), and the rules and regulations of the Commission
thereunder.  None of the Group Companies is, and as a result of the
offer and sale of the Shares contemplated herein will not be, required to
register as an “investment company” under, and as such term is defined in, the
Investment Company Act in connection with or as a result of the application of
the proceeds from the sale of the Shares.

     

    Section
3.13  Subsidiaries.  To
the extent required under applicable SEC rules, Exhibit 21.1 to the Draft 2010
10-K, sets forth each Subsidiary of the Company, showing the jurisdiction of its
incorporation or organization.

     

    (a)   All of
the outstanding shares of capital stock or similar equity interests of each
Subsidiary owned or controlled, directly or indirectly, by the Company and/or
its Subsidiaries, have been validly issued, are fully paid and are owned (except
with respect to the Clinics) or controlled by the Company and/or its Subsidiary
free and clear of any Lien except as disclosed in the SEC Reports.

     

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

     

    Section
3.14  Indebtedness. Except
as set forth in the Disclosure Schedule with respect to the Initial Closing or
the Updated Disclosure Schedule with respect to the Second Closing, the
financial statements in the SEC Reports reflect, to the extent required, as of
the date thereof all outstanding secured and unsecured debt of the Company or
any Subsidiary, or for which the Company or any Subsidiary has
commitments.

     

    Section
3.15  Material
Agreements.  Except as set forth in the Disclosure Schedule
with respect to the Initial Closing or the Updated Disclosure Schedule with
respect to the Second Closing, neither the Company nor any Subsidiary is a party
to any written or oral contract, instrument, agreement, commitment, obligation,
plan or arrangement, a copy of which 

    


    
      
        
           


        

        
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    would be
required to be filed with the SEC as an exhibit to Form 10-K (each, a “Material
Agreement”).  The Company and each of its Subsidiaries has in
all material respects performed all the obligations required to be performed by
them to date under the foregoing agreements, have received no notice of default
by the Company or the Subsidiary that is a party thereto, as the case may be,
and, to the Company’s knowledge, are not in default under any Material Agreement
now in effect, the result of which would be reasonably likely to have a Material
Adverse Effect.

     

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

     

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

     

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

     

    Section
3.19  Environmental
Matters.  All real property owned, leased or otherwise operated
by the Company and its Subsidiaries is free of contamination from any substance,


    


    
      
        
           


        

        
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    waste or
material currently identified to be toxic or hazardous pursuant to, within the
definition of a substance which is toxic or hazardous under, or which may result
in liability under, any Environmental Law, including, without limitation, any
asbestos, polychlorinated biphenyls, radioactive substance, methane, volatile
hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or
solids, liquid or gaseous products, or any other material or substance (“Hazardous Materials”)
which has caused or would reasonably be expected to cause or constitute a threat
to human health or safety, or an environmental hazard in violation of
Environmental Law or to result in any environmental liabilities that would be
reasonably likely to have a Material Adverse Effect.  Neither the
Company nor any of its Subsidiaries has caused or suffered to occur any release,
spill, migration, leakage, discharge, disposal, uncontrolled loss, seepage, or
filtration of Hazardous Materials that would reasonably be expected to result in
environmental liabilities that would be reasonably likely to have a Material
Adverse Effect.  The Company and each Subsidiary has generated,
treated, stored and disposed of any Hazardous Materials in compliance with
applicable Environmental Laws, except for such non-compliances that would not be
reasonably likely to have a Material Adverse Effect.  The Company and
each Subsidiary has obtained, or has applied for, and is in compliance with and
in good standing under all Permits required under Environmental Laws (except for
such failures that would not be reasonably likely to have a Material Adverse
Effect) and neither the Company nor any of its Subsidiaries has any knowledge of
any Actions to substantially modify or to revoke any such
permit.  There are no investigations or Actions pending or, to the
Company’s knowledge, threatened against the Company, any of its Subsidiaries or
any of the Company’s or its Subsidiaries’ facilities relating to Environmental
Laws or Hazardous Materials.  “Environmental Laws”
shall mean all federal, national, state, regional and local laws, statutes,
ordinances and regulations, in each case as amended or supplemented from time to
time, and any judicial or administrative interpretation thereof, including
orders, consent decrees or judgments relating to the regulation and protection
of human health, safety, the environment and natural resources.

     

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

    


    
      
        
           


        

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

     

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

     

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

     

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

     

    Section
3.25  Ownership of
Property.  Except as set forth in the Disclosure Schedule with
respect to the Initial Closing or the Updated Disclosure Schedule with respect
to the 

    


    
      
        
           


        

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

     

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

     

    Section
3.27  Litigation. With such
exceptions that individually or in the aggregate are not reasonable expected to
have a Material Adverse Effect, there is no litigation or governmental
proceeding pending or, to the knowledge of the Company, threatened, against the
Company or any of its Subsidiaries or affecting any of the properties or assets
of the Company or any of its Subsidiaries.

     

    ARTICLE
IV


     

    REPRESENTATIONS AND
WARRANTIES OF THE INVESTOR

     

    As an
inducement to the Company to enter into this Agreement, the Investor hereby
represents and warrants to the Company as follows:

     

    Section
4.01  Due Organization of the
Investor.  The Investor has been duly organized and is validly
existing and in good standing under the Law of its jurisdiction of organization
and has all necessary power and authority to enter into this Agreement and each
of the Transaction Agreements, to carry out its obligations hereunder and
thereunder, and to consummate the transactions contemplated hereby and
thereby.

     

    Section
4.02  Authorization of Agreements;
Enforceability.  Each of this Agreement and the Transaction
Agreements, the performance by the Investor of its obligations hereunder and
thereunder, and the consummation by the Investor of the transactions
contemplated hereby and thereby have been duly authorized by all requisite
action on the part of the Investor.  This Agreement has been and,
prior to the Initial Closing, each of the Transaction Agreements will be,
validly executed and delivered by the Investor and constitute or will


    


    
      
        
           


        

        
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    constitute
valid and binding obligations of the Investor, enforceable against the Investor
in accordance with their respective terms, except as enforcement may be limited
by general principles of equity whether applied in a court of Law or a court of
equity, and by applicable bankruptcy, insolvency and similar Law affecting
creditors’ rights and remedies generally.

     

    Section
4.03  Absence of Defaults and
Conflicts.  The execution and delivery by the Investor of this
Agreement do not, and the execution and delivery of any of the Transaction
Agreements will not, and, subject to obtaining the Governmental Approvals, the
consummation of the transactions contemplated hereby and thereby and compliance
with the provisions hereof and thereof will not (i) result in any violation of,
or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any material
obligation or to the loss of a material benefit under any loan, guarantee of
indebtedness or credit agreement, note, bond, deed of trust, mortgage,
indenture, lease, agreement, contract, instrument, permit, concession,
franchise, right or license binding upon the Investor or result in the creation
of any liens upon any of the properties or assets of the Investor, (ii) conflict
with or result in any violation of any provision of the certificate of
incorporation or by-laws or other equivalent organizational document, in each
case as amended, of the Investor, or (iii) conflict with or violate any
applicable Law, other than, in the case of clauses (i) and (iii), any such
violation, conflict, default, termination, cancellation, acceleration, right,
loss or lien that would not reasonably be expected to, individually or in the
aggregate, materially and adversely affect the consummation of the transactions
contemplated in this Agreement or any of the Transaction Agreements or the
performance by the Investor of its obligations hereunder or
thereunder.

     

    Section
4.04  Governmental
Approvals.  The Investor is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any Governmental Authority or other Person in the United
States or China pursuant to any Law or requirement in effect on the date hereof
in connection with the execution, delivery and performance by the Investor of
this Agreement or any of the Transaction Agreements, other than as a result of
the identity or status of the Company and/or its Subsidiaries in connection with
(i) its obligations under the Exchange Act, (ii) the HSR Act, and
(iii)  any non-US or non-China approvals (it being understood that
this representation as to non-US and non-China approvals is to the knowledge of
the Investor) (together with the Company Governmental Approvals, the “Governmental
Approvals”), and, subject to the accuracy of the representations and
warranties of the Company in Section 3.04, no
authorization, consent, order, license, permit or approval of, or registration,
declaration, notice or filing with, any Governmental Authority may be necessary,
under applicable Law in effect on the date hereof, for the consummation by the
Investor of the transactions contemplated by this Agreement or any of the
Transaction Agreements, except, in each case, for such authorizations, consents,
approvals or filings that, if not obtained or made, would not, individually or
in the aggregate, reasonably be expected to materially and adversely affect the
consummation of the transactions contemplated in this Agreement or any of the
Transaction Agreements or the performance by the Investor of its obligations
hereunder or thereunder.

     

    Section
4.05  Absence of
Proceedings.  There is no Action before or brought by any
Governmental Authority, now pending or, to the knowledge of the Investor,
threatened against or affecting the Investor, which would, individually or in
the aggregate, reasonably be expected to materially and adversely affect the
consummation of the transactions 

    


    
      
        
           


        

        
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    contemplated
in this Agreement or any of the Transaction Agreements or the performance by the
Investor of its obligations hereunder or thereunder.

     

    Section
4.06  Compliance with
Laws.  In connection with this Agreement, each of the
Transaction Agreements and the transactions contemplated hereby and thereby, the
Investor is in compliance with, and conduct its businesses 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
4.07  Sufficient
Funds.  The Investor shall have on the applicable Closing Date,
sufficient funds on hand in United States (U.S.) dollars to pay in full the
Initial Purchase Price and the Second Purchase Price, as
applicable.

     

    Section
4.08  Investment
Representations.

     

    (a)   The
Investor acknowledges that:

     

    (i)   the
Common Stock is listed on NASDAQ and the Company is required to file reports
containing certain business and financial information with the SEC and may be
required to file a copy of this Agreement with the SEC, pursuant to the
reporting requirements of the Exchange Act and that it is able to obtain copies
of such reports;

     

    (ii)   for so
long as the holder of the relevant Shares is subject to transfer restrictions
contained in the Stockholder Agreement, the certificates representing the Shares
will bear the following legend:

     

    “THIS
SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A STOCKHOLDER
AGREEMENT, DATED JUNE 11, 2010, AMONG THE COMPANY AND CERTAIN OTHER PARTIES
THERETO.”; and

     

    (iii)   the
Investor is sufficiently experienced in financial and business matters to be
capable of evaluating the merits and risks involved in purchasing the Shares and
to make an informed decision relating thereto.

     

    (b)   Neither
the Investor nor any of its Affiliates beneficially owns any Common Stock or any
other equity securities of the Company, except as disclosed in the Schedule 13G
filed by Fosun Industrial Co., Limited with the SEC on November 18, 2009, which
Schedule 13G the Investor represents and warrants was true, correct and complete
on the date of filing and as of the date hereof and complies with all applicable
requirements of Schedule 13G.

     

    Section
4.09  Position in Fosun
Group.  The Investor is a direct wholly-owned Subsidiary of the
Warrantor and is controlled directly or indirectly through other wholly-owned
Subsidiaries solely by the Warrantor.

    


    
      
        
           


        

        
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    Section
4.10  No Broker’s
Fees.  Neither the Investor nor any of its Subsidiaries is a
party to any contract, agreement or understanding with any Person that would
give rise to a valid claim against the Company for a brokerage commission,
finder’s fee or like payment in connection with the issuance and sale of the
Shares; provided that
the foregoing excludes the existing engagement by the Company of a single
worldwide recognized financial advisor with respect to the MP
Division.

     

    Section
4.11  No Additional
Representations.  The Company acknowledges that the Investor
does not make any representation or warranty as to any matter whatsoever except
as expressly set forth in this Agreement or in any certificate delivered by the
Investor to the Company in accordance with the terms hereof.

     

    ARTICLE
IV-A

     

    REPRESENTATIONS AND
WARRANTIES OF THE GUARANTOR

     

    As an
inducement to the Company to enter into this Agreement, the Warrantor hereby
represents and warrants to the Company as follows:

     

    Section
4A.01  Due
Organization of the Warrantor.  The Warrantor has been duly
organized and is validly existing and in good standing under the Law of its
jurisdiction of organization and has all necessary power and authority to enter
into this Agreement and each of the Transaction Agreements, to carry out its
obligations hereunder and thereunder, and to consummate the transactions
contemplated hereby and thereby.

     

    Section
4A.02  Authorization of Agreements;
Enforceability.  Each of this Agreement and the Transaction
Agreements, the performance by the Warrantor of its obligations hereunder and
thereunder, and the consummation by the Warrantor of the transactions
contemplated hereby and thereby have been duly authorized by all requisite
action on the part of the Warrantor.  This Agreement has been and,
prior to the Initial Closing, each of the Transaction Agreements will be,
validly executed and delivered by the Warrantor and constitute or will
constitute valid and binding obligations of the Warrantor, enforceable against
the Warrantor in accordance with their respective terms, except as enforcement
may be limited by general principles of equity whether applied in a court of Law
or a court of equity, and by applicable bankruptcy, insolvency and similar Law
affecting creditors’ rights and remedies generally.

     

    Section
4A.03  Absence of Defaults and
Conflicts.  The execution and delivery by the Warrantor of this
Agreement do not, and the execution and delivery of any of the Transaction
Agreements will not, and, subject to obtaining the Governmental Approvals, the
consummation of the transactions contemplated hereby and thereby and compliance
with the provisions hereof and thereof will not (i) result in any violation of,
or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any material
obligation or to the loss of a material benefit under any loan, guarantee of
indebtedness or credit agreement, note, bond, deed of trust, mortgage,
indenture, lease, agreement, contract, instrument, permit, concession,
franchise, right or license binding upon the Warrantor or result in the creation
of any liens upon any of the properties or assets of the Warrantor, (ii)
conflict with or result in any violation of any provision of the certificate of
incorporation or by-laws or other equivalent organizational 

    


    
      
        
           


        

        
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    document,
in each case as amended, of the Warrantor, or (iii) conflict with or violate any
applicable Law, other than, in the case of clauses (i) and (iii), any such
violation, conflict, default, termination, cancellation, acceleration, right,
loss or lien that would not reasonably be expected to, individually or in the
aggregate, materially and adversely affect the consummation of the transactions
contemplated in this Agreement or any of the Transaction Agreements or the
performance by the Warrantor of its obligations hereunder or
thereunder.

     

    Section
4A.04   Governmental
Approvals.  The Warrantor is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any Governmental Authority or other Person in the
United States or China pursuant to any Law or requirement in effect on the date
hereof in connection with the execution, delivery and performance by the
Warrantor of this Agreement or any of the Transaction Agreements, other than as
a result of the identity or status of the Company and/or its Subsidiaries in
connection with (i) its obligations under the Exchange Act, (ii) the HSR Act,
and (iii)  any non-US or non-China approvals (it being understood that
this representation as to non-US and non-China approvals is to the knowledge of
the Warrantor) (together with the Company Governmental Approvals, the “Governmental
Approvals”), and, subject to the accuracy of the representations and
warranties of the Company in Section 3.04, no
authorization, consent, order, license, permit or approval of, or registration,
declaration, notice or filing with, any Governmental Authority may be necessary,
under applicable Law in effect on the date hereof, for the consummation by the
Warrantor of the transactions contemplated by this Agreement or any of the
Transaction Agreements, except, in each case, for such authorizations, consents,
approvals or filings that, if not obtained or made, would not, individually or
in the aggregate, reasonably be expected to materially and adversely affect the
consummation of the transactions contemplated in this Agreement or any of the
Transaction Agreements or the performance by the Warrantor of its obligations
hereunder or thereunder.

     

    Section
4A.05    Absence of
Proceedings.  There is no Action before or brought by any
Governmental Authority, now pending or, to the knowledge of the Warrantor,
threatened against or affecting the Warrantor, which would, individually or in
the aggregate, reasonably be expected to materially and adversely affect the
consummation of the transactions contemplated in this Agreement or any of the
Transaction Agreements or the performance by the Warrantor of its obligations
hereunder or thereunder.

     

    Section
4A.06    Compliance with
Laws.  In connection with this Agreement, each of the
Transaction Agreements and the transactions contemplated hereby and thereby, the
Warrantor is in compliance with, and conduct its businesses 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
4A.07    Co-ownership of Common
Stock.  Neither the Warrantor nor any of its Affiliates
beneficially owns any Common Stock or any other equity securities of the
Company, except as disclosed in the Schedule 13G filed by Fosun Industrial Co.,
Limited with the SEC on November 18, 2009, which Schedule 13G the Warrantor
represents and warrants was true, correct and complete on the date of filing and
as of the date hereof and complies with all applicable requirements of Schedule
13G.

    


    
      
        
           


        

        
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    Section
4A.08    Position of Investor in
Fosun Group.  The Investor is a direct wholly-owned Subsidiary
of the Warrantor and is controlled directly or indirectly through other
wholly-owned Subsidiaries solely by the Warrantor.

     

    Section
4A.09   No Additional
Representations.  The Company acknowledges that the Warrantor
does not make any representation or warranty as to any matter whatsoever except
as expressly set forth in this Agreement or in any certificate delivered by the
Warrantor to the Company in accordance with the terms hereof.

     

    ARTICLE
V

     

    ADDITIONAL
AGREEMENTS

     

    Section
5.01  Regulatory Approvals;
Reasonable Best Efforts.

     

    (a)   Subject
to the terms and conditions of this Agreement, each of the Investor and the
Company shall use their reasonable best efforts, on a cooperative basis, to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable Law to consummate the
transactions contemplated by this Agreement as soon as practicable,
including:

     

    (i)   using
their reasonable best efforts to obtain and maintain all necessary actions or
nonactions, waivers, consents and approvals, including the Governmental
Approvals, from Governmental Authorities, and the making of all necessary
registrations and filings and the taking of all steps as may be necessary to
obtain an approval or waiver from, or to avoid an action, suit, investigation or
proceeding by, any Governmental Authority;

     

    (ii)   the
defending of any lawsuits or other legal proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated hereby; and

     

    (iii)   the
execution and delivery of any additional instruments necessary to consummate the
transactions contemplated by this Agreement.

     

    (b)   Each of
the Investor and the Company shall cooperate in the preparation of any
application for the Governmental Approvals and any other orders, clearances,
consents, notices, rulings, exemptions, certificates, no-action letters and
approvals reasonably deemed by either the Investor or the Company to be
necessary to discharge their respective obligations under this Agreement or
otherwise advisable under applicable Law in connection with the transactions
contemplated hereby.

     

    (c)   Subject
to applicable Law, each of the Investor and the Company shall cooperate with and
keep each other fully informed as to the status of and the processes and
proceedings relating to obtaining the Governmental Approvals and any other
actions or activities pursuant to this Section 5.01, and
shall promptly notify each other of any material communication from any
Governmental Authority in respect of this Agreement or the transactions
contemplated hereby, and, unless it consults with the other parties in


    


    
      
        
           


        

        
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    advance,
shall not make any submissions, correspondence or filings, or participate in any
communications or meetings with any Governmental Authority in respect of any
filings, investigations or other inquiries or proceedings related to this
Agreement or the transactions contemplated hereby, and, to the extent not
precluded by such Governmental Authority, gives the other parties the
opportunity to review drafts of, and provides final copies of, any submissions,
correspondence or filings, and to attend and participate in any communications
or meetings.  Notwithstanding the foregoing, the provisions of the
preceding sentence shall not apply in respect of the Investor’s communications
with Chinese Governmental Authorities in the shareholder or ownership capacity
of such Chinese Governmental Authorities.

     

    (d)   Notwithstanding
anything to the contrary contained in this Agreement, each of the Investor and
the Company hereby agree and acknowledge that neither this Section 5.01 nor the
“reasonable best efforts” standard shall require, or be construed to require, in
order to obtain any permits, consents, approvals or authorizations, or any
terminations or waivers of any applicable waiting periods, (i) the Company to
propose, negotiate or offer to effect, or consent or commit to, any terms,
condition or restrictions that are reasonably likely to materially and adversely
impact the Company’s or any of its Subsidiaries’ ability to own or operate any
of their respective businesses or operations or ability to conduct any such
businesses or operations substantially as conducted as of the date of this
Agreement, or (ii) the Investor to propose, negotiate or offer to effect, or
consent or commit to, any terms, condition or restrictions that are reasonably
likely to materially and adversely impact the rights and benefits reasonably
expected by the Investor from the transactions contemplated by this Agreement
and the Transaction Agreements (any such effect, a “Substantial
Detriment”).

     

    Section
5.02  Access to
Information.  From the date of this Agreement and through the
Second Closing, upon reasonable notice, the Company shall, subject to applicable
Law, afford the Investor and its officers, employees, agents, accountants,
counsel and representatives reasonable access, during normal business hours, to
the offices, personnel, books and records of the Company.  All
confidential information furnished to a party or its advisor by a party or its
advisor in connection with the transactions contemplated hereby shall be subject
to, and the recipient of such information shall hold all such information in
confidence in accordance with, the provisions of the Confidentiality
Agreement.

     

    Section
5.03  MPD
Transaction.  The Investor shall enter into the joint venture
(the “MPD
Transaction”) with respect to the business comprising exclusively (i) the
business operations of the Company identified to be contributed in the
organization chart attached to Exhibit B, such operations to be substantially
comprised of assets and liabilities as historically has been the case (the
“MP Division”),
as such assets, liabilities, equity interests and business are identified in
good faith to the Investor by the Company from time to time and (ii) the
business operations of Investor and the Warrantor identified to be contributed
in such chart, such operations to be substantially comprised of assets and
liabilities as historically has been the case  (the “Fosun Division”), on
the terms and conditions set forth hereto on Exhibit B and such other terms, if
any, as may be mutually agreed upon among the parties to this Agreement; and
Investor shall negotiate in good faith with the Company to finalize such other
terms and the relevant documentation promptly following the execution of this
Agreement.  The
following shall apply in connection with the MPD Transaction:

    


    
      
        
           


        

        
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    (a)   The MPD
Transaction shall be consummated in full within nine months of the date hereof,
unless such period is extended in writing by the Company.

     

    (b)   During
the period contemplated by Section 5.03(a), the
Company shall provide to the Investor reasonable access to the Company’s books
and records as is necessary and appropriate for the conduct of due diligence by
the Investor regarding the MP Division and the Company shall provide the
Investor with such other information regarding the business and operations of
the MP Division as is necessary and appropriate for such due diligence in
connection with the MPD Transaction.

     

    (c)   During
the period contemplated by Section 5.03(a), the
Investor shall provide to the Company reasonable access to the Investor’s books
and records as is necessary and appropriate for the conduct of due diligence by
the Company regarding the Fosun Division and the Investor shall provide the
Company with such other information regarding the business and operations of the
Fosun Division as is necessary and appropriate for such due diligence in
connection with the MPD Transaction.

     

    (d)   The
Investor shall retain all confidential or competitively sensitive information
supplied by the Company in confidence and shall not disclose any of that
information to any third party without the prior written consent of the Company,
except that the Investor may disclose any of that information to its
representatives who need to know it for the purpose of evaluating the MPD
Transaction and who agree to keep it confidential and to be bound by this
paragraph to the same extent as if they were parties hereto.  Upon
request, the Investor shall promptly redeliver to the other all written material
containing or reflecting any such information (whether prepared by the Investor,
the Company, their respective representatives or otherwise) and shall not retain
any copies, extracts or other reproductions in whole or in part of such written
material.  Except for any disclosure required by applicable Law,
neither the Investor nor any of its representatives shall, without the prior
written consent of the Company, disclose to any Person the status of any
discussions or negotiations taking place concerning the MPD Transaction or any
of the terms, conditions or other facts with respect to the MPD Transaction,
except to the extent already set forth in this Agreement; provided that the foregoing
shall not apply to any information that (i) becomes generally available to the
public other than as a result of a disclosure by the Investor or its
representatives in violation of this Section 5.03(d), (ii)
was already known by the recipient on a non-confidential basis prior to its
disclosure to the receiving party by the Investor or its representatives, or
(iii) becomes available to the Investor on a non-confidential basis from a
source (other than the Investor or its representatives) that is not subject to
any prohibition against making such disclosure.

     

    (e)   The
Company shall retain all confidential or competitively sensitive information
supplied by the Investor in confidence and shall not disclose any of that
information to any third party without the prior written consent of the
Investor, except that the Company may disclose any of that information to its
representatives who need to know it for the purpose of evaluating the MPD
Transaction and who agree to keep it confidential and to be bound by this
paragraph to the same extent as if they were parties hereto.  Upon
request, the Company shall promptly redeliver to the other all written material
containing or reflecting any such information (whether prepared by the Company,
the Investor, their respective representatives or otherwise) and shall not
retain any copies, extracts or other reproductions in whole or in part of such
written material.  Except for any disclosure required 

    


    
      
        
           


        

        
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    by
applicable Law, neither the Company nor any of its representatives shall,
without the prior written consent of the Investor, disclose to any Person the
status of any discussions or negotiations taking place concerning the MPD
Transaction or any of the terms, conditions or other facts with respect to the
MPD Transaction, except to the extent already set forth in this Agreement; provided that the foregoing
shall not apply to any information that (i) becomes generally available to the
public other than as a result of a disclosure by the Company or its
representatives in violation of this Section 5.03(e), (ii)
was already known by the recipient on a non-confidential basis prior to its
disclosure to the receiving party by the Company or its representatives, or
(iii) becomes available to the Company on a non-confidential basis from a source
(other than the Company or its representatives) that is not subject to any
prohibition against making such disclosure.

     

    (f)   The
Investor and the Company shall each pay its own fees and expenses, including
without limitation legal, accounting and professional fees and expenses,
incurred in connection with the MPD Transaction.

     

    Section
5.04  Trading of Company
Securities.  Without limiting the restrictions set forth in the
Confidentiality Agreement, neither the Investor, nor the Warrantor nor any of
their Affiliates shall engage in trading of Common Stock of the Company or
derivatives during the period up to and including the Second Closing
Date.  During the periods between the date hereof and the Second
Closing, neither the Investor, nor the Warrantor nor any of their Affiliates
shall sell short any securities of the Company or derivatives
thereof.

     

    Section
5.05  Securities Law
Filings.  The Investor shall timely file and cause its
Affiliates to timely file true and complete copies of all forms, reports and
documents required to be filed by each with the SEC (including filing any
required statements of beneficial ownership on Schedule 13D or Schedule 13G and
such filings as may be required under Section 16 of the Exchange Act) regardless
of jurisdiction.

     

    Section
5.06  Amendments to Certificate of
Incorporation.  The Company covenants and agrees that between
the date hereof and the time of the Second Closing, without the prior written
consent of the Investor, the Company shall not adopt or propose any change to
its certificate of incorporation in a manner that is reasonably likely to
materially and adversely impact the transactions contemplated hereunder or the
rights and benefits reasonably expected to be received by the Investor under
this Agreement and the Transaction Agreements.

     

    Section
5.07  Waiver of Certain
Restrictions.  Effective on the third Business Day following
the date hereof, the Company hereby agrees that it shall not take any action to
enforce the Confidentiality Agreement as a contractual limitation by the Company
on the Investor’s ability to purchase up to such number of shares of Common
Stock in the open market in brokers transactions as would, when aggregated with
the number of such shares indicated as owned by Investor in its Schedule 13G
filed with the SEC on November 18, 2009, equal 15.0% of all outstanding shares
of Common Stock as of the date hereof, any which purchases may be made in the
sole and absolute discretion of the Investor.  Nothing contained
herein shall constitute a waiver or exception with respect to the Company’s
Charter Documents, Section 203 of the DGCL or the Company’s Amended Rights
Agreement.  All shares of 

    


    
      
        
           


        

        
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    Common
Stock purchased by the Investor in accordance with the foregoing or otherwise
pursuant to the terms of this Agreement shall be subject to the requirements of
the Stockholder Agreement.

     

    Section
5.08  Application of Takeover
Protections.  On or before the Initial Closing, the Company and
its Board of Directors will have taken 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 as a result of
the Investor and the Company fulfilling their obligations and/or exercising
their rights to acquire (i) up to the number of shares of Common Stock expressly
contemplated to be acquired pursuant to the terms of this Agreement, including
without limitation the Company’s issuance of the Shares, the Investor’s
ownership of the Shares, and (ii) the Investor’s top up rights set forth in
Section 3.4 of the Stockholder Agreement.

     

    Section
5.09   Use of
Proceeds.  The Company shall use the net proceeds from the sale
of any of the Shares only for funding, directly or indirectly, healthcare
related businesses currently engaged in or contemplated by the Company in
greater China.

     

    Section
5.10  Further
Assurances.  Each of the parties shall execute such documents
and perform such further acts (including, without limitation, obtaining any
consents, exemptions, authorizations or other actions by, or giving any notices
to, or making any filings with, any Governmental Authority or any other Person)
as may be reasonably required or desirable to carry out or to perform the
provisions of this Agreement.

     

    ARTICLE
VI


     

    CONDITIONS TO
CLOSING

     

    Section
6.01  Mutual Conditions of
Closing.  The obligations of the Company and the Investor to
consummate the transactions contemplated by this Agreement at the Initial
Closing or the Second Closing, as the case may be, shall be subject to the
fulfillment or mutual written waiver, at or prior to the applicable Closing, of
each of the following conditions:

     

    (a)   No Adverse Law,
Injunction.  There shall not be any Law or Governmental Order
in effect that enjoins, prohibits or materially alters the terms of the
transactions contemplated by this Agreement, and no action, suit, investigation
or proceeding pending by a Governmental Authority of competent jurisdiction that
seeks such a Governmental Order;

     

    (b)   Governmental
Approvals.  Any Governmental Approvals shall have been obtained
or made and shall be in full force and effect and all waiting periods required
by Law shall have expired without the imposition of any term, condition or
consequence of which is reasonably likely to constitute a Substantial Detriment
or Material Adverse Effect; and

     

    (c)   NASDAQ
Listing.  The Shares shall have been approved for listing on
NASDAQ, subject only to official notice of issuance.

    


    
      
        
           


        

        
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    Section
6.02  Conditions to Obligations of
the Company.  The obligations of the Company to consummate the
transactions contemplated by this Agreement at the Initial Closing or the Second
Closing, as the case may be, shall be subject to the fulfillment or written
waiver, at or prior to the applicable Closing, of each of the following
conditions:

     

    (a)   Representations and
Warranties.  The representations and warranties of the Investor
and the Warrantor contained in this Agreement shall be true and correct in all
material respects or, where any statement in a representation or warranty
expressly includes a standard of materiality, such statement shall be true and
correct in all respects as so qualified, in each case, as of the applicable
Closing Date as if made at and as of such date (except to the extent such
representation or warranty is made as of an earlier date);

     

    (b)   Covenants.  The
covenants and agreements contained in this Agreement to be complied with by the
Investor or the Warrantor on or before the applicable Closing shall have been
complied with in all material respects;

     

    (c)   Investor Closing
Certificate.  The Investor shall have delivered to the Company
a certificate, dated as of the date of the applicable Closing and signed by any
senior officer, certifying to the effect that the conditions set forth in Sections 6.02(a) and
(b) have been
satisfied;

     

    (d)   Other
Transactions.  Solely with respect to the Second Closing, the
Initial Closing shall have occurred and the MPD Transaction shall have been
fully consummated to the satisfaction of the Company as provided in Section 5.03;
and

     

    (e)   Existing Investor
Agreement.  All of the rights of the Existing Holder pursuant
to Section 4 of
the Existing Investor Agreement shall have been satisfied in full; provided that in the event
such satisfaction includes the exercise to any extent of the Existing Holder’s
option contained in Section 4.2
of  the Existing Investor Agreement, then the number of Shares to be
purchased by the Investor pursuant to the terms hereof shall be decreased to the
extent of the number of shares of Common Stock subject to such
exercise.

     

    Section
6.03  Conditions to Obligations of
the Investor.  The obligations of the Investor to consummate
the transactions contemplated by this Agreement at the Initial Closing or the
Second Closing, as the case may be, shall be subject to the fulfillment or
written waiver, at or prior to the applicable Closing, of each of the following
conditions:

     

    (a)   Representations and
Warranties.  The representations and warranties of the Company
contained in this Agreement (with respect to the Initial Closing, as modified by
the Disclosure Schedule and SEC Reports, and with respect to the Second Closing,
as modified by the Updated Disclosure Schedule and SEC Reports) shall be true
and correct in all material respects or, where any statement in a representation
or warranty expressly includes a standard of materiality, such statement shall
be true and correct in all respects as so qualified, in each case, as of the
applicable Closing Date as if made at and as of such date (except to the extent
such representation or warranty is made as of an earlier date);

    


    
      
        
           


        

        
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    (b)   Covenants.  The
covenants and agreements contained in this Agreement to be complied with by the
Company on or before the applicable Closing shall have been complied with in all
material respects;

     

    (c)   Company Closing
Certificate.  The Company shall have delivered to the Investor
a certificate, dated as of the date of the Closing and signed by any senior
officer, certifying to the effect that the conditions set forth in Sections 6.03(a) and
(b) have been
satisfied; and

     

    (d)   No Material Adverse
Effect.  Since the date hereof to the applicable Closing Date,
no event or events shall have occurred and be continuing which, individually or
in the aggregate, constitute a Material Adverse Effect.

     

    ARTICLE
VII


     

    TERMINATION

     

    Section
7.01  Termination.  This
Agreement may be terminated at any time prior to the Second
Closing:

     

    (a)   by the
mutual written consent of the Company and the Investor;

     

    (b)   by the
Investor, if (i) the Company shall have breached any representation, warranty,
covenant or agreement set forth in this Agreement, (ii) such breach or
misrepresentation is not cured within twenty (20) days after the Company
receives written notice thereof from the Investor (or such shorter period
between the date of such notice and the applicable Closing), and (iii) such
breach or misrepresentation would cause any of the conditions set forth in Section 6.02(a) or
(b) not to be
satisfied;

     

    (c)   by the
Company, if (i) the Investor shall have breached any representation, warranty,
covenant or agreement set forth in this Agreement, (ii) such breach or
misrepresentation is not cured within twenty (20) days after the Investor
receives written notice thereof from the Company (or such shorter period between
the date of such notice and the applicable Closing), and (iii) such breach or
misrepresentation would cause any of the conditions set forth in Section 6.03(a) or
(b) not to be
satisfied;

     

    (d)   by either
the Company or the Investor if the Initial Closing shall not have occurred
within ninety (90) days after the date hereof (the “Initial Termination
Trigger”); provided, however, that if all of the
conditions to the Initial Closing set forth in Sections 6.01, 6.02 and 6.03 shall have been
satisfied or waived as applicable or shall then be capable of being satisfied
(other than the condition set forth in Section 6.01(b)), the
Initial Termination Trigger may be extended by the Investor or the Company by
written notice to the other party to such date that is thirty (30) days
following the Initial Termination Trigger; and provided, further, that the right to
terminate this Agreement under this paragraph (d) shall not be available to any
party whose failure to fulfill any obligation under this Agreement shall have
been the principal cause of, or shall have resulted in, the failure of the
Initial Closing to occur on or prior to such date;

    


    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

    


     

    (e)   by either
the Company or the Investor if the Second Closing shall not have occurred by the
first anniversary of the date hereof (the “Second Termination
Trigger”); provided, however, that if the Initial
Closing has occurred and all of the conditions to the Second Closing set forth
in Sections
6.01, 6.02 and 6.03 shall have been
satisfied or waived as applicable or shall then be capable of being satisfied
(other than the condition set forth in Section 6.01(b)), the
Second Termination Trigger may be extended by the Investor or the Company by
written notice to the other party to such date that is sixty (60) days following
the Second Termination Trigger; and provided, further, that the right to
terminate this Agreement under this paragraph (e) shall not be available to any
party whose failure to fulfill any obligation under this Agreement shall have
been the principal cause of, or shall have resulted in, the failure of the
Second Closing to occur on or prior to such date; or

     

    (f)   by either
the Investor or the Company in the event that any Governmental Authority shall
have issued a Governmental Order or taken any other action restraining,
enjoining or otherwise prohibiting, or altering, materially and adversely (to
the Investor and the Company), the material terms of the transactions
contemplated by this Agreement, and such Governmental Order shall have become
final and nonappealable.

     

    Section
7.02  Effect of
Termination.  Unless agreed otherwise, in the event of
termination of this Agreement as provided herein, this Agreement shall forthwith
become void and there shall be no liability under this Agreement on the part of
either party hereto; provided, however, that (i) nothing herein
shall relieve either party from liability for any breach of this Agreement that
occurred before such termination, (ii) the terms of Sections 2.11 and
5.07 and ARTICLE VIII shall
survive any such termination and (iii) if such termination occurs after the
Initial Closing, such termination shall not affect the validity or effectiveness
of any transaction effected or consummated at the Initial Closing or any
liabilities or obligations of the parties arising out of or with respect to the
Initial Closing.

     

    ARTICLE
VIII


     

    GENERAL
PROVISIONS

     

    Section
8.01  Survival of Representations
and Warranties.  The representations and warranties of the
parties contained herein shall survive the applicable Closing Date for a period
of twenty-four (24) months following the date thereof; provided, however, that (i) the
representations and warranties made by the Company pursuant to Sections 3.01, 3.02 and 3.03,  (ii)
the representations and warranties made by the Investor pursuant to Sections 4.01 and
4.02 and (iii)
the representations and warranties made by the Warrantor pursuant to Sections 4A.01
and 4A.02 shall
survive indefinitely.

     

    Section
8.02  Expenses.  Except
as otherwise specified in this Agreement, all costs and expenses, including fees
and disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses, whether or not the Closings
shall have occurred.

    


    
      
        
           


        

        
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    Section
8.03  Public
Announcements.  Except as may be required by applicable Law,
court process or any listing agreement with any national securities exchange,
the parties shall cooperate with each other in the development and distribution
of all news releases and other public information disclosures with respect to
this Agreement or the transactions contemplated hereby, and no party hereto will
make any such news release or public disclosure without first consulting with
the other party.

     

    Section
8.04  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
8.05  Entire
Agreement.  This Agreement (including the exhibits and
schedules hereto), the Transaction Agreements and the Confidentiality 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
8.06  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
8.06):

     

    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

    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

    


     

    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
8.07  Assignment.  This
Agreement may not be assigned 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 or compliance 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.

     

    Section
8.08  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 (whose
signature shall bind both the Investor and the Warrantor), or (ii) by a waiver
in accordance with Section
8.09.

     

    Section
8.09  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; provided that the Investor may not extend the time
for performance of any obligation of the Warrantor or waive any inaccuracy in
any representation or warranty of the Warrantor or compliance with any
agreements of the Warrantor.  Any such extension or waiver shall be
valid only if set forth in an instrument 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
8.10  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.

    


    
      
        
           


        

        
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    Section
8.11  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 the Court of Chancery of the State of Delaware (and any court
before which an appeal therefrom may be properly heard in connection with any
such appeal), 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
8.12  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
8.13  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 addition to any other remedy
to which they are entitled at Law or in equity.

     

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

     

    Section
8.15  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
8.16  Indemnification.

     

    (a)   The
Company agrees to indemnify and hold harmless the Investor, each Person who
controls the Investor within the meaning of the Exchange Act, and each of the
respective officers, directors, employees, agents and Affiliates of the
foregoing in their respective capacities as such (the “Investor
Indemnitees”), to the fullest extent lawful, 

    


    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

    


     

    from and
against any and all actions, suits, claims, proceedings, costs, damages,
judgments, amounts paid in settlement (subject to Section 8.16(d)
below) and expenses (including, without limitation, attorneys’ fees and
disbursements) (collectively, “Loss”) arising out of
or resulting from any inaccuracy in or breach of the representations, warranties
or covenants made by the Company in this Agreement or any of the Transaction
Agreements.

     

    (b)   The
Investor and the Warrantor agree, jointly and severally, to indemnify and hold
harmless the Company and each of its officers, directors, employees, agents and
Affiliates in their respective capacities as such (the “Company
Indemnitees”), to the fullest extent lawful, from and against any and all
Losses arising out of or resulting from any inaccuracy in or breach of the
representations, warranties or covenants made by the Investor or the Warrantor
in this Agreement or any of the Transaction Agreements.

     

    (c)   Subject
to Section
8.16(d), a party obligated to provide indemnification under this Section 8.16 (an
“Indemnifying
Party”) shall reimburse the indemnified parties of the applicable other
party (the “Indemnified Parties”)
for all reasonable out-of-pocket expenses (including attorneys’ fees and
disbursements) as they are incurred in connection with investigating, preparing
to defend or defending any such action, suit, claim or proceeding (including any
inquiry or investigation) whether or not an Indemnified Party is a party
thereto.  It is understood and agreed that the Indemnifying Party
shall not, in connection with any action, suit, claim or proceeding or related
action, suit, claim or proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Parties.  If an Indemnified Party makes a
claim under this Section 8.16(c) for
payment or reimbursement of expenses, such expenses shall be paid or reimbursed
promptly upon receipt of appropriate documentation relating thereto even if the
Indemnifying Party reserves the right to dispute whether this Agreement requires
the payment or reimbursement of such expenses.

     

    (d)   An
Indemnified Party shall give written notice to the Indemnifying Party of any
claim with respect to which it seeks indemnification promptly after the
discovery by such party of any matters giving rise to a claim for
indemnification; provided that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 8.16 unless
and to the extent that the Indemnifying Party shall have been materially
prejudiced by the failure of such Indemnified Party to so notify such
party.  In case any such action, suit, claim or proceeding is brought
against an Indemnified Party, the Indemnified Party shall be entitled to hire,
at its own expense, separate counsel and participate in the defense thereof;
provided, however, that the
Indemnifying Party shall be entitled to assume and conduct the defense, unless
the Indemnifying Party determines otherwise and following such determination the
Indemnified Party assumes responsibility for conducting the defense (in which
case the Indemnifying Party shall be liable for any legal or other expenses
reasonably incurred by the Indemnified Party in connection with assuming and
conducting the defense, it being understood and agreed that the Indemnifying
Party shall not, in connection with any action, suit, claim or proceeding or
related action, suit, claim or proceeding in the same jurisdiction, be liable
for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Parties).  If the Indemnifying
Party assumes and conducts the defense as provided in the previous sentence, the
Indemnifying Party will not be liable to the Indemnified Party for any legal or
other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation.  No
Indemnifying Party shall be liable for any settlement of any action, suit, claim
or proceeding effected without its written 

      
        
           


        

        
          34

          
            

          

        

        
           


        

      



     

    consent; provided, however, the Indemnifying
Party shall not unreasonably withhold, delay or condition its
consent.  The Indemnifying Party further agrees that it will not,
without the Indemnified Party’s prior written consent, settle or compromise any
claim or consent to entry of any judgment in respect thereof in any pending or
threatened action, suit, claim or proceeding in respect of which indemnification
may be sought hereunder (whether or not any Indemnified Party is an actual or
potential party to such action, suit, claim or proceeding) unless such
settlement or compromise includes an unconditional release of each Indemnified
Party from all liability arising out of such action, suit, claim or
proceeding.

     

    (e)   The
obligations of the Indemnifying Party under this Section 8.16 shall
survive the closing or termination of this Agreement and the transactions
contemplated hereby.  The agreements contained in this Section 8.16 shall be
in addition to any other rights of the Indemnified Party against the
Indemnifying Party or others, at common law or otherwise.

     

    (f)   The
amount the Indemnifying Party shall pay to the Indemnified Party with respect to
a claim made pursuant to this Section 8.16 shall be
an amount equal to the Loss incurred by the Indemnified Party with respect to
such claim; provided
that the amount of any Losses incurred by the Indemnified Party shall be reduced
by the amount of any insurance benefit received by the Indemnified Party in
respect of such Losses, and provided, further, that any liability
for indemnification under this Agreement shall be determined without duplication
of recovery by reason of the state of facts giving rise to such liability
constituting a breach of more than one representation, warranty, covenant or
agreement.

     

    Section
8.17  Payments.  The
parties agree to treat any indemnity payments made pursuant to Section 8.16 as
adjustments to the Initial Purchase Price or the Second Purchase Price, as
applicable, for U.S. federal income tax purposes.

     

    Section
8.18  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.

     

    [Signature page
follows]

    


    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

    


     

    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
date first written above by their respective officers thereunto duly
authorized.

    


    


    
      	 
      	
              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

            


    

    


    


    


    


    


    


    


    


    


    


    


    


     

    [Stock Purchase Agreement Signature
Page]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    Exhibit
A

     

    Stockholder
Agreement

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    Exhibit
B

     

    MPD
Transaction Term Sheet

    


    
EXECUTION
COPY

     

    CHINDEX/FOSUN JOINT VENTURE
TERM SHEET

    


    


    
      	
              Transaction
      Overview

               

            	
              The
      Joint Venture (“JV”) will be established as a newly formed entity (the “JV
      Entity”) in Hong Kong that will be jointly owned by Fosun (51%) and
      Chindex and/or an affiliate (49%).  Each of Chindex and Fosun
      will contribute to the JV Entity the business operations identified to be
      contributed in the attached organization chart, such operations to be
      substantially comprised of assets and liabilities as historically has been
      the case.

               

            
	
              Documentation

               

               

            	
              Formation
      Agreement

               

              Fosun
      Asset Contribution Agreement

               

              Chindex
      Asset Contribution Agreement

               

              Organizational/Constitutive
      Documents of the JV Entity

               

              Shareholder
      Agreement

               

              Chindex
      Trademark License Agreement

               

              Chindex
      Services Agreement

               

            
	
              Governing
      law

               

            	
              The
      relevant agreements will be governed by New York law, except for internal
      corporate matters relating to the JV Entity and its subsidiaries, which
      shall be governed by the corporate law of their respective jurisdictions
      of organization.

               

            
	
              Accounting

               

            	
              The
      transaction will be structured so that the JV Entity will not be
      consolidated with other Chindex entities for financial reporting and tax
      purposes.

               

            
	
              Closing
      Conditions and Mechanics

               

               

            	
              The
      closing of the formation of the JV and the contribution of assets by Fosun
      and Chindex will occur simultaneously with the Second Closing (as defined
      in the Stock Purchase Agreement) of Fosun’s direct investment in
      Chindex.

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
          2 


        

      

    

    


    


    
      	
              Expenses
      of Formation

            	
              Each
      party will bear the costs of effectuating its contribution to the
      JV.  All other costs relating to formation of the JV (exclusive
      of costs associated with “clean up,” if any, of any subsidiaries to be
      contributed but including reasonable costs of valuations and costs and
      fees associated with any competition law filings) shall be shared 51/49%
      by the parties.

               

            
	
              Regulatory
      Approvals

            	
              Each
      party will be responsible for obtaining all necessary regulatory approvals
      and other consents applicable to it, and the parties will cooperate to
      obtain such approvals expeditiously.  The Parties will cooperate
      to make such antitrust and competition law filings as may be
      required.

               

            
	
              JV
      Entity

            	
              The
      JV Entity will be a Hong Kong private limited company with

               perpetual
      existence.

               

            
	
              JV
      Name and Tradename License

            	
              The
      JV Entity will operate under the name “Chindex Medical
      Limited.”

               

              The
      JV Entity (and its subsidiaries) will be identified in marketing and
      promotional materials and other publicly distributed materials as a joint
      venture of Chindex and Fosun but will not otherwise operate under or use
      the name “Fosun.”

               

              The
      right to use the “Chindex” name and logo will be governed by a trademark
      license agreement under which Chindex will retain the full ownership of
      the name and logo but will grant a license to use the name and logo to the
      JV for use solely in connection with the conduct of the JV
      business.  The license initially will be royalty-free, but if
      the equity ownership of Chindex in the JV falls below 30%, the license
      will begin to bear annual royalties equal to (i) 2% of total gross sales
      of manufactured goods plus (ii) 1% of total gross sales of distributed
      goods, in each case (A) only as to revenues both generated other than from
      operations to the extent previously conducted by Fosun and not using the
      name “Chindex” directly or indirectly in any way, and (B) as accrued from
      and after the effective date of such royalty, which royalties shall be
      paid promptly following the completion of the financial results for such
      year; provided that
      such royalties with respect to each year in which the JV as a whole
      did not experience a profit (excluding the impact of capital expenditures,
      other non-recurring costs and taxes) shall accrue but not be paid until
      the occurrence of an initial public offering of the JV
Entity.

               

              In
      order to preserve and protect the value of the Chindex brand, trademark
      and logo, the license agreement will include quality and other
      requirements concerning the operation of the JV business, including
      corporate governance, ethical business practices and other matters that
      could adversely affect the value of the Chindex brand, trademark and
      logo.

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
          3 


        

      

    

    


    


    
      	
              Scope
      of JV Business

            	
              The
      business of the JV will be the research and development, manufacturing,
      marketing and sale of medical products in the greater China marketplace or
      elsewhere as agreed by the parties (collectively, the
      “Business”).  The JV will be restricted from engaging in any
      other business without the consent of both parties.

               

            
	
              Contributions

               

            	
              Each
      of Chindex and Fosun will contribute to the JV Entity the business
      operations identified to be contributed in the attached organization
      chart.

               

              The
      contributions will be governed by “contribution agreements” which will
      resemble stock purchase agreements and will have customary representations
      and warranties, interim covenants, closing conditions and indemnities
      customary for agreements of that type, including certain guarantees to be
      supported by cash indemnity as to the value and quality of the respective
      contributed assets and liabilities.

               

              The
      contributions by each party will include working capital, which shall be
      consistent with historical practice for the contributed operations and may
      be in the form of working capital held by the contributed operations
      and/or additional cash contributions of not less than $5 million by each
      of Fosun and Chindex.

               

              The
      fair market value of the assets contributed by Fosun and Chindex will be
      equal to 51% and 49% of the total fair market value of the contributed
      assets.

               

            
	
              Services
      and Employees

               

            	
              The
      JV will be a standalone entity with its own employees and sufficient
      internal resources to operate its business in all respects, except that
      Chindex will make available to the JV the services of specified employees
      to provide certain management and operational services.  All
      other functions of the JV will be performed by employees of the JV or by
      unrelated third party contractors unless otherwise agreed by the
      parties.

               

              The
      businesses conducted by Chindex outside the JV may need to continue to
      rely on services and functions provided by employees of the contributed
      subsidiaries.

               

              The
      services and employees to be provided by Chindex to the JV and the
      services to be provided by the JV to Chindex and the terms upon which such
      services will be provided will be specified in a service agreement between
      the JV and Chindex.  Such 

               

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
          4 


        

      

    

    


    


    
      	 
      	
              services
      and the basis on which such services will be charged are set forth in
      Schedule 1 hereto.  For clarity, the services to be
      provided and the amounts to be charged to the JV will include the services
      of the directors and executive officers to be made available to the JV by
      Chindex.

               

              All
      of such persons whose services are made available to the JV by Chindex
      under the service agreement shall remain the employees of Chindex, and
      neither the JV nor Fosun shall be obligated to pay salaries or provide
      employee benefits to any such person, except that the costs of such
      salaries and benefits may be reflected in the service fee payable under
      such service agreement.

               

              All
      of the business time of JV employees will be devoted solely to the
      business of the JV, which may include the provision of services to Chindex
      pursuant to the services agreement with Chindex.

               

              The
      service fees in respect of such employees and such services shall be
      mutually agreed by the parties in the definitive agreements, but it is
      contemplated that the fees will be the lowest rate allowed under
      applicable transfer pricing regulations.

               

            


    

     

     

    

      
        
           


        

        
           


          
            

          

        

        
          5 


        

      


      


      
        	
                Future
      Funding

              	
                Neither
      party shall have any right or obligation to make any additional equity
      investment in the JV or to make any loan or provide any other financing to
      the JV without the consent of the other party.

                 

                In
      the event additional funding is required for the JV in the future, the
      parties shall endeavor to arrange for any debt financing to be incurred
      directly by the JV.  The parties shall cooperate to facilitate
      such financing and, if necessary, may mutually provide guarantees of the
      JV’s debt obligations, subject to the obligation of each party to
      contribute in proportion to its equity interest in the JV if any such
      guaranty is called, or, subject to the Related Party Transaction
      provisions, the parties may jointly make direct loans to the
      JV.  All such future additional financing will be in the form of
      non-convertible unsecured debt unless otherwise agreed by the
      parties.

                 

                Subject
      to the Minority Rights provisions, in the event a party (the “Proposing
      Party”) proposes that the JV pursue a business opportunity that requires
      substantial additional financing that the JV cannot meet in reliance
      solely on its own resources and the other party (the “Non-Proposing
      Party”) does not agree to provide (with the Proposing Party) either a pro
      rata guarantee of the borrowings by the JV to pursue such opportunity or
      its pro rata share of debt or equity financing in respect of such business
      opportunity, the Proposing Party may provide such guarantees at its own
      risk, and the parties shall discuss in good faith the terms, if any, on
      which the Proposing Party may be permitted to provide such financing
      unilaterally.  The Non-Proposing Party shall give good faith
      consideration to such proposed terms, but the Non-Proposing Party shall
      have no obligation to agree to any such proposal or terms that are not
      reasonably satisfactory to it.

                 

              
	
                Tax

                 

              	
                Chindex
      may own its interest directly or in whole or in part through an
      affiliate.

                 

                The
      JV shall make such elections for United States tax purposes as may be
      directed by Chindex.

                 

              
	
                Governance

              	
                There
      will be a Board of Directors consisting of 7 directors.  Four
      directors will be appointed by Fosun.  Three will be appointed
      by Chindex.  To the extent permitted by the corporate law
      governing the type of legal entity selected for the JV Entity, the Board
      will be divided into two separate classes in order to facilitate the
      minority voting rights specified below under “Minority
      Rights.”

                 

                Five
      directors will be required for a quorum.  Except as provided
      below under “Minority Rights” and except for matters delegated exclusively
      to the Audit Committee, action can be taken by majority vote of the
      directors present at a meeting where a quorum is present.

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
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                There
      will be an Audit Committee consisting of 3 directors, 2 of whom will be
      appointed by Fosun and 1 of whom will be appointed by
      Chindex.  Subject to the Minority Rights provisions, the Audit
      Committee shall have the power and authority to exercise the power of the
      Board of Directors with respect to:  (1) establishment or change
      of significant accounting policies and practices, (2) establishment
      and oversight of internal controls, (3) financial reporting, and
      (4) policies and procedures with respect to corporate
      integrity.  Chindex (or its representatives on the Board of
      Directors or the Audit Committee) shall be responsible for and shall have
      full authority to exercise the powers of the Board of Directors with
      respect to the selection, appointment and dismissal of statutory auditors
      and independent financial auditors of the JV.

                 

                Except
      for matters delegated exclusively to the Audit Committee, all material
      matters relating to the JV will be required to be submitted to the Board
      of Directors of the JV Entity.

                 

                The
      Board of Directors will meet at least quarterly.  Meetings may
      be held telephonically, but during the first two years of the JV, all
      meetings will be held in-person.  Thereafter, there shall be at
      least two in-person meetings each year.  Unless otherwise agreed
      by the parties, all meetings will be held at the JV’s offices in
      China.

                 

                The
      reasonable expenses incurred by the directors in connection with meetings
      of the Board of Directors will be reimbursed by the JV, except that each
      party will bear the expenses incurred by its directors for travel to and
      from China in connection with such meetings.

                 

                All
      subsidiaries of the JV Entity will be required to operate under comparable
      governance rules.

                 

              
	
                Minority
      Rights

                 

              	
                All
      the following matters will require the approval of either (1) a majority
      of both the Fosun directors and the Chindex directors or (2) both
      parties.

                 

                Shareholder Matters:

                 

                The
      following matters must be approved (in addition to such approvals as may
      be required under applicable law) by both parties as shareholders of the
      JV Entity:

                 

                Any
      amendment of the constitutive documents of the JV Entity or any of its
      subsidiaries,

                 

              


      


      


    

     

    
      
        
           


        

        
           


          
            

          

        

        
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              Issuance
      of any additional shares of stock or any right to acquire shares or other
      equity interest,

               

              Repurchase
      or redemption of any shares of stock,

               

              Any
      change in the corporate, legal, tax or other structure of the JV
      generally,

               

              Any
      decision to conduct any business other than the authorized business of the
      JV,

               

              Any
      merger or other business combination or corporate reorganization or
      restructuring of the JV Entity or any of its subsidiaries,

               

              Acquisition
      of any equity interest (or any right to acquire any equity interest) in
      any other person or entity, including the establishment and capitalization
      of subsidiaries,

               

              Dissolution
      or liquidation of any JV entity,

               

              Establishment
      of foreign branches,

               

              Any
      sale of any material portion of the assets of any JV entity or the
      acquisition of significant assets other than in the ordinary course of
      business,

               

              Board
      Matters:

               

              The
      following matters must be approved (in addition to such approvals as may
      be required under applicable law) by the representatives of both parties
      on the Board of Directors (or, if such matter is within the discretion of
      the Audit Committee, the representatives of both parties on the Audit
      Committee):

               

              Granting
      of liens on assets,

               

              Loans
      to third parties other than in the ordinary course of
      business,

               

              Dividends
      and distributions (other than mandatory dividends),

               

              Annual
      budget (including capital and operating budgets) and business plan and any
      material deviations from the budget and plan,

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
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              Significant
      capital expenditures (over specified levels),

               

              Incurring
      or guaranteeing indebtedness,

               

              Certain
      personnel decisions (other than appointment and removal of executive
      officers, which is addressed elsewhere),

               

              Commencement
      or settlement of litigation above a specified threshold,

               

              Adoption
      and material amendments to employee benefit plans,

               

              Contracts
      above a specified dollar value or term other than in the ordinary course
      and material amendments thereto,

               

              Employment
      agreements and loans to directors, officers and employees,

               

              Consulting
      or similar agreements with persons who are employees or former employees
      of any party or an affiliate of a party,

               

              Significant
      tax elections, except that the JV shall make such elections for United
      States tax purposes as may be directed by Chindex,

               

              Change
      of corporate name,

               

              Change
      in the location of the registered office of any JV entity,

               

              Appointment
      of outside counsel for the JV entities,

               

              Filing
      for bankruptcy.

               

              Chindex Board Matters:

               

              The
      following matters shall be delegated exclusively to the Chindex
      representatives on the Board of Directors:

               

              Selection,
      appointment and dismissal of statutory auditors and independent financial
      auditors.

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
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              Deadlock

               

            	
              In
      the event of a deadlock on the Board of Directors or between the
      shareholders with respect to any matter that is subject to the Minority
      Rights provisions above, either party may elect to have such dispute
      submitted to the CEO of Chindex and to the CEO of Fosun for
      resolution.  The two CEOs shall negotiate in good faith to
      attempt to resolve such deadlock.

               

            
	
              Officers

            	
              All
      officers shall be appointed by the Board of Directors, except that the
      Chief Operating Officer, the Chief Financial Officer will be a person
      designated by the Chindex directors.

               

              The
      executive officers are currently anticipated to be:

               

              Chief
      Executive Officer (CEO) -- Xiaojun Ding

              Chief
      Operating Officer (COO) -- Elyse Silverberg

              Chief
      Financial Officer (CFO) -- Lawrence Pemble

               

              To
      the extent the services of the executive officers are provided under the
      services agreements with the parties, the executive officers will not
      receive salary or other compensation from the JV unless otherwise agreed
      by the parties.  Compensation policies and levels for all other
      executive officers will be established by mutual agreement of the parties
      or by approval of both parties’ representatives on the Board of
      Directors.

               

              Subject
      to the supervision of the Board of Directors and the Minority Rights
      provisions, the CEO will be responsible for providing strategic direction
      to the JV, including execution of the strategic plan, business development
      and mergers and acquisitions.

               

              Subject
      to the supervision of the Board of Directors and the Minority Rights
      provision, the COO will be responsible for the day-to-day management of
      the business and affairs of the JV.

               

              Subject
      to the supervision of the Board of Directors and the Audit Committee and
      subject to the Minority Rights provisions, the CFO will have
      responsibility for the financial management of the JV, including
      establishing and overseeing internal controls, financial and tax
      reporting.  The CFO will have responsibility for hiring and
      firing and the other personnel of the JV having responsibility for
      financial and tax matters.

               

              Unless
      otherwise approved by the representatives of both parties on the Board of
      Directors, the responsibilities of such corporate officers described above
      shall extend across the entire JV, including all subsidiaries of the JV,
      regardless of which party contributed such subsidiary to the
      JV.

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
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              Legal
      Compliance

               

            	
              The
      JV will develop and implement policies and procedures relating to
      corporate integrity and compliance with legal requirements to which the JV
      may become subject as the result of US legal and regulatory requirements,
      including the Foreign Corrupt Practices Act, trade sanctions regulations
      and similar requirements.

               

            
	
              Related
      Party Transactions and Litigation

            	
              Any
      transaction with a party or someone related to a party must be approved by
      the directors appointed by the other party.  If requested by the
      directors of such other party, the responsibility for negotiating such
      transaction would be given to persons designated by such other
      party.

               

              In
      the event that the JV has a claim against either party or an affiliate of
      a party, the directors appointed by the other party will have the
      authority to direct the initiation, prosecution and settlement of any
      claim, arbitration, lawsuit or other proceeding in respect thereof and to
      direct the defense and settlement of any claim, arbitration, lawsuit or
      other proceeding brought against the JV by such party or
      affiliate.

               

            
	
              Competition

               

            	
              Neither
      party (including affiliates) will directly or indirectly (i) engage in any
      Business conducted or contemplated to be conducted by any contributed
      business or the JV prior to or as of the formation date thereof, (ii)
      engage in any other Business without the prior consent of the other party,
      which shall not be unreasonably withheld, or (iii) compete with the JV or
      engage in any business that would violate or conflict with any
      non-competition provision contained in any contract with any customer or
      client of the JV (including any contract with any company whose products
      the JV will sell or distribute), except that if as part of the acquisition
      of a larger business a party acquires a business with any such competing
      operations, such party will have 12 months to either transfer such
      competing business to the JV on terms mutually satisfactory to the parties
      or divest the competing business.  If a party is acquired by a
      company with such a competing business, the acquiring company will have 12
      months to either transfer such competing business to the JV on terms
      mutually satisfactory to the parties or divest the competing business or
      to divest its interest in the JV.  In the event a party
      contemplates a business combination that would involve such a competing
      business, such party shall notify the other party as soon as reasonably
      practical of such potential business combination, and, if such business
      combination would result in a violation of or conflict with any
      non-competition provision contained in any contract with any customer or
      client of the JV (including any contract with any company whose products
      the JV will sell or distribute), the parties


            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
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              shall
      cooperate to mitigate any adverse effect on relations with customers and
      clients of the JV business and shall use all reasonable efforts to arrange
      for the divestiture of any business that would violate or conflict with
      any non-competition provision contained in any contract with any customer
      or client of the JV prior to the consummation of such business
      combination.

               

              Notwithstanding
      the foregoing, (i) Fosun and its affiliates shall be allowed to continue
      to engage in their existing business of selling diagnostic medical
      reagents as and to the extent currently conducted as described in
      Schedule 2, and (ii) each party and its affiliates as a group may
      make not more than one fully passive (including
      non-voting)  investment in an absolute aggregate amount
      representing less than both $25 million and 25% of the outstanding equity
      during the life thereof in any entity that engages in the Business, but
      only to the extent not reasonably foreseeable to compete, directly or
      indirectly, with the operations of the JV at any time.  For
      clarity, any future acquisition or business combination involving any
      prohibited business shall be subject to the divesture requirements above
      to the extent such acquisition or business combination would expand such
      existing business.

               

              The
      competition restrictions will terminate as to a party upon the divestiture
      of its entire equity interest in the JV.

               

               

            
	
              Non-Solicitation

            	
              Neither
      party nor the JV will solicit any employee of the other party to become an
      employee of such party or of the JV or induce any such employee to
      terminate his or her employment with such other party.

               

            
	
              Dividends
      and Distributions

            	
              In
      the event the JV Entity is treated as a partnership or as a disregarded
      entity for United States tax purposes, the JV Entity shall declare
      quarterly dividends in an amount such that the annual amount of such
      dividends payable to Chindex is equal to Chindex’s estimated combined
      federal, state, local and foreign tax obligation with respect to its
      interest in the JV Entity.

               

              In
      addition, the JV entity from time to time shall distribute to the parties
      as dividends the amount that the working capital of the JV Entity and its
      subsidiaries, determined on a consolidated basis, exceeds a multiple of
      the working capital requirements of the business of the JV based on the
      current budget for the JV, such working capital and multiple to be
      determined in the reasonable 

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
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              judgment
      of the JV’s chief executive officer and chief financial officer and
      subject to the approval by both parties, which approval shall not be
      unreasonably withheld, including based on an understanding that such
      dividends should cover taxes payable by the parties in connection with the
      JV.

               

              All
      dividends and distributions will be made pro rata to the parties in
      proportion to their respective equity interests.

               

            
	
              Insurance

            	
              The
      JV will maintain general liability insurance coverage in such amounts and
      against such risks as may be appropriate for companies in the businesses
      conducted by the JV.  The scope and amount of such coverage must
      be approved by both parties’ representatives on the Board of
      Directors.

               

              Unless
      otherwise agreed by the parties, the JV will maintain directors and
      officers liability insurance for the benefit of its directors and
      officers.

               

            
	
              Restrictions
      on Transfer

            	
              Except
      as may be permitted as the result of a material breach by the other party
      or termination of the JV, neither party may transfer its interest in the
      JV without the prior written consent of the other party, and in any event
      neither party may transfer its interest in the JV to any person that would
      result in the breach of the non-competition provisions of the JV
      agreements.

               

              In
      the event that a party is permitted by other provisions of the JV
      agreements to divest its interest in the JV, such party (the “Selling
      Party”) shall first offer such interest to the other party (the
      “Non-Selling Party”) and the parties shall engage in exclusive good faith
      negotiations for a period of not less than 60 days concerning the terms of
      the purchase of such interest.  If the parties do not reach
      agreement within such period, the Selling Party may sell its interest in
      the JV to a third party (provided that ownership by such transferee would
      not result in a breach of the non-competition provisions of the JV
      agreements) on terms that are no less favorable to the Selling Party than
      the terms on which the Selling Party offered to sell its interest to the
      Non-Selling Party.

               

              In
      the event the Selling Party agrees to sell its interest to a third party,
      the Non-Selling Party shall have the right to require the third party to
      also purchase the Non-Selling Party’s interest in the JV on the same terms
      and conditions as the Selling Party sells its interest in the JV to such
      third party.  Unless the Non-Selling Party also sells its entire
      interest in the JV to such third party, the acquiring person shall enter
      into an assumption agreement in form and substance satisfactory to the
      Non-Selling Party assuming 

               

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
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              all
      of the obligations of the Selling Party under
      the JV agreements arising from and after the date of such purchase and
      joining such person as a party to the JV agreements.  No such
      transfer will relieve the Selling Party from any liability or obligation
      under the JV agreements.

               

              In
      the event any other provision of the JV agreements gives a party (the
      “Initiating Party”) the right to require the entire JV to be sold, such
      party shall be entitled to require the other party to sell its interest in
      the JV to a third party on the same terms and conditions as the Initiating
      Party sells its interest in the JV to such third party.

               

              In
      the event the JV Entity consummates an initial public offering, the
      foregoing restrictions on transfer (other than restrictions on transfers
      to persons that would result in a violation of the non-competition
      provisions if such person, together with its affiliates, would own more
      than10% of the outstanding shares of the JV Entity) shall
      terminate.  However, each party shall, if requested by the
      managing underwriter of such public offering, agree with such managing
      underwriter not to sell or otherwise transfer any of its shares in the JV
      Entity for a period of up to 180 days (as requested by the managing
      underwriter) following the effective date of such initial public offering
      (or, if applicable, the effective date of a registration statement with
      respect to such public offering).

               

            
	
              Material
      Breach / Termination

            	
              In
      the event of a material breach of the JV agreements by a party (including
      a breach of the non-competition provisions of the JV agreements) that is
      not cured within a reasonable period of time (to be specified in the
      definitive agreements) after written notice of such material breach or the
      insolvency or bankruptcy of the other party, the non-breaching or the
      non-insolvent or non-bankrupt party shall have, in addition to such other
      rights and remedies as it may have under applicable law or by contract,
      the right to transfer its shares in the JV Entity free of any contractual
      restrictions set forth in the JV agreements.

               

            
	
              Access
      to Information

            	
              Each
      party (and its agents and representatives) will have the right to inspect
      the books and records of the JV at reasonable times and
      intervals.  Each party’s representatives on the Board of
      Directors shall, subject to appropriate obligations of confidentiality, be
      entitled to share information received by him or her as a director with
      the party that designated him or her as a director.

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
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              Financial
      and Tax Reporting

               

            	
              The
      JV will provide the parties with such audited and unaudited financial
      statements as the parties may need for their own management and financial
      reporting purposes, including for any public offering of securities under
      any applicable securities laws and will provide such tax and other
      information as the parties may require for their respective tax
      purposes.

               

              The
      JV will provide the parties with such other financial reports, including
      monthly management reports, as may be agreed by the parties from time to
      time.

               

            
	
              Confidentiality

            	
              Each
      party will agree to keep confidential information of the JV and the other
      party confidential in accordance with the terms of mutually satisfactory
      confidentiality provisions.

               

            
	
              Indemnification

            	
              Except
      for such known liabilities taken into account in determining the working
      capital of the contributed subsidiaries or for purposes of valuing the
      parties’ respective contributions, each party will be responsible for
      liabilities of its contributed subsidiaries arising out of activities
      conducted prior to the formation of the JV.

               

              All
      other liabilities arising out of the operation of the JV (other than
      liabilities resulting from breach of the JV agreements) will be the
      responsibility of the JV.

               

            
	
              Arbitration

            	
              Any
      dispute, controversy or claim arising out of or relating to the JV
      agreements or the JV or the breach, termination or invalidity of any such
      agreement shall be settled by binding arbitration in Hong Kong at the Hong
      Kong International Arbitration Centre under the UNCITRAL Model Law for
      international arbitrations and the UNCITRAL Arbitration Rules in force
      when the notice of arbitration is submitted or such other arbitration
      rules as the parties may agree.

               

              Unless
      otherwise agreed by the parties there will be 3 arbitrators, one selected
      by each party and a third selected by the other 2
      arbitrators.  Each arbitrator shall be independent of the
      parties.

               

              The
      arbitration shall be conducted in English (or, if the parties agree, both
      English and Chinese).

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
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              Management
      Incentive Bonus

               

            	
              Persons
      who will serve the JV, one group designated prior to closing by Chindex
      and another designated prior to closing by Fosun, at the election of such
      respective party, shall receive from the JV (effective upon closing)
      grants of phantom or actual equity interests in the JV, which interests
      shall vest (i) only upon an initial public offering of the JV or any
      successor (which shall include a listing of interests of the JV on the
      Hong Kong, Shanghai or similar Stock Exchange, any U.S. national
      securities exchange or any similar listing); a merger, consolidation,
      stock sale or similar transaction resulting in a change in control; or a
      sale of substantially all of the assets of the JV and (ii) provided that
      such person was employed by or provided services to the JV at least one
      year prior to the first closing of such offering or sale event. The grants
      will be payable in the form of restricted stock or cash as agreed by the
      parties in advance.