e60090294ex10_1.htm


    Execution
      Copy

     

    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933 (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON THE SAFE HARBOR
      PROVIDED BY REGULATION D AND/OR REGULATION S PROMULGATED UNDER THE ACT. SUCH
      SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
      EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
      EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM
      REGISTRATION UNDER THE ACT.

    


    


    SECURITIES
      PURCHASE AGREEMENT

    


    by
      and
      among

    


    


    


    


    CHINDEX
      INTERNATIONAL, INC.

    as
      the
      Company

    


    and

    


    INTERNATIONAL
      FINANCE CORPORATION

    as
      the
      Purchaser

    


    


    


    


    Dated:  December  10,
      2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Securities Purchase Agreement (this “Agreement”) is dated as of
      December 10, 2007, by and between CHINDEX INTERNATIONAL, INC., a company
      organized and existing under the laws of the State of Delaware of the United
      States (the “Company”) and INTERNATIONAL FINANCE CORPORATION,
      an international organization established by Articles of Agreement among its
      Member Countries (the “Purchaser”).

     

    WHEREAS,
      the Company proposes to issue, and the Purchaser proposes to purchase,
      US$10,000,000 of the Company’s Class A Common Stock upon the terms and subject
      to the conditions of this Agreement;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and promises contained
      herein and for other good and valuable consideration the receipt and adequacy
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    1.  Definitions

     

    For
      all
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires the following terms shall have the meanings set
      forth
      below.  Defined terms used but not otherwise defined herein shall have
      the meanings given to such terms in the other sections of this
      Agreement.

     

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

     

    “Affiliate”
      of any specified Person means:

     

    
      	
               

            	
              (a)

            	
              any
                other Person directly or indirectly controlling or controlled by
                or under
                direct or indirect common control with such specified Person,
                or

            


    

     

    
      	
               

            	
              (b)

            	
              any
                other Person who is a director or executive officer
                of:

            


    

     

    
      	
               

            	
              (1)

            	
              such
                specified Person,

            


    

     

    
      	
               

            	
              (2)

            	
              any
                Subsidiary of such specified Person,
                or

            


    

     

    
      	
               

            	
              (3)

            	
              any
                Person described in clause (a)
                above.

            


    

     

    For
      the
      purposes of this definition, “control” when used with respect to any Person,
      means the direct or indirect ownership of in excess of 50% of the equity
      interests in such Person or the power to direct or
      influence the management and policies of such Person, directly or indirectly,
      whether through the ownership of voting securities, by contract or otherwise;
      and the terms “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Agreement”
      has the meaning given in the recitals.

     

    “Applicable
      Law” means, with respect to any Person or any property, any statute,
      rule, regulation, law or ordinance, writs, or any judgment, decree, injunctions
      or order applicable to such Person or such property.

     


    
      
        
        

      

      
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    “Business
      Day” means a day other than Saturday, Sunday or any day on which banks
      located in New York and Hong Kong are authorized or obligated to
      close.

     

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

     

    “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).

     

    “Closing”
      has the meaning given in Section 4(a).

     

    “Closing
      Date” has the meaning given in Section 4(a).

     

    “Commission”
      means the U.S. Securities and Exchange Commission.

     

    “Common
      Stock” means shares of common stock of the Company, par value $0.01 per
      share, divided into common stock (“Class A”) and class B common
      stock (“Class B”) respectively.

     

    “Company”
      has the meaning given in the recitals.

     

    “Disclosure
      Schedule” has the meaning given in Section 5.

     

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

     

    “GAAP”
      means United States generally accepted accounting principles applied on a
      consistent basis during periods involved.

     

    “Governmental
      Authority” means any multinational, federal, state, national,
      provincial, local or other governmental authority, governmental or regulatory
      agency or body, court, commission, board, bureau, agency, legislative or
      quasi-legislative body or instrumentality, arbitrator or self-regulatory
      organization of applicable jurisdictions.

     

    “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 Company, 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.

     

    “JPM
      Documents” means the Securities Purchase Agreement between the Company
      and Magenta Magic Limited dated November 7, 2007, the Investor Rights Agreement
      between the Company and Magenta Magic Limited dated November 13, 2007, the
      Registration Rights Agreement between the Company and Magenta Magic Limited
      dated November 13, 2007, the

     


    
      
        
        

      

      
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    Company’s
      Tranche B Convertible Notes due 2017 and the Company’s Tranche C Convertible
      Notes due 2017.

     

    “Lien”
      means a mortgage, charge, pledge, lien, encumbrance, adverse claim, right of
      first refusal, hypothecation, preferential arrangement or restriction of any
      kind, including any restriction on the use, voting, transfer, receipt of income
      or other attributes of ownership, or any other similar security interest or
      agreement.

     

    “Material
      Adverse Effect” means a material adverse effect on the business,
      management, operations or financial condition of the Company and its
      Subsidiaries taken as a whole; provided that no change or effect arising out
      of
      or in connection with or resulting from any of the following shall be deemed,
      either alone or in combination, to constitute or contribute to a Material
      Adverse Effect: (i) general economic conditions or changes affecting any country
      or market generally; (ii) conditions or fluctuations in financial markets in
      any
      jurisdiction; (iii) conditions affecting the entire medical products
      distribution industry or the medical services industry generally in any
      jurisdiction; or (iv) any action, change, effect, circumstance or condition
      expressly required by or in connection with this Agreement or directly or
      demonstrably attributable to the execution, performance or announcement of
      this
      Agreement or the transactions contemplated hereby.

     

    “NASDAQ”
      means The Nasdaq Stock Market, Inc.

     

    “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, corporation, company (including any limited liability
      company), association, partnership, joint venture, trust, unincorporated
      organization, government or any agency or political subdivision thereof, or
      any
      other entity.

     

    “PFIC”
      has the meaning given in Section 6(c).

     

    “PRC”
      means the People’s Republic of China, not including Taiwan, Hong Kong and
      Macau.

     

    “Preferred
      Stock” has the meaning given in Section 5(b)(i).

     

    “Proceeding”
      means an action, claim, suit or demand before or brought by any Governmental
      Authority.

     

    “Purchase
      Price” has the meaning given in Section 3(a).

     

    “Purchaser”
      has the meaning given in the recitals.

     

    “Regulation
      D” has the meaning given in Section 3(b).

     

    “Regulation
      S” has the meaning given in Section 3(b).

     

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

     

    “Securities”
      means the Tranche A1 Shares.

     


    
      
        
        

      

      
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    “Subsidiary”
      means, (i) in respect of any Person, any corporation, company (including any
      limited liability company), association, partnership, joint venture or other
      business entity of which at least a majority of the total voting power or the
      voting stock is at the time owned or controlled, directly or indirectly, by
      such
      Person, or (ii) in respect of the Company, without prejudice to the foregoing
      entities under paragraph (i), any corporation, company (including any limited
      liability company), association, partnership, joint venture or other business
      entity from time to time organized and existing under the laws of the PRC whose
      financial reporting is consolidated with the Company pursuant to GAAP in any
      audited financial statements filed by the Company with the Commission in
      accordance with the Exchange Act, including without limitation each
      Clinic.

     

    “Tranche
      A1Shares” has the meaning given in Section
      3(a).

     

    “Transaction
      Documents” means this Agreement and the Voting Agreement, or any of
      them as the context may so require.

     

    “US$”
      means the lawful currency of the United States from time to time.

     

    "Voting
      Agreement" means the voting agreement to be entered into the holders of
      Class B Common Stock with respect to the approval of this transaction, in the
      form attached hereto as Exhibit A.

     

    2.  Rules
      of Construction.

     

    Unless
      the context otherwise requires:

    


    (a)  a
      term
      has the meaning assigned to it;

     

    (b)  “or”
is
      not exclusive;

     

    (c)  words
      in
      the singular include the plural, and in the plural include the
      singular;

     

    (d)  all
      references in this Agreement to “Sections”, “Exhibits” and other subdivisions
      are to the designated Sections, Exhibits and subdivisions of this Agreement
      as
      originally executed;

     

    (e)  a
      reference to any person is, where relevant, deemed to be a reference to or
      to
      include, as appropriate and expressly permitted under the Transaction Documents,
      that person’s successors and assignees or transferees;

     

    (f)  the
      words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
      this Agreement as a whole and not to any particular Section or other
      subdivision;

     

    (g)  references
      to a statute or statutory provision are to be construed as a reference to that
      statute or statutory provision as it may be amended from time to time;
      and

     


    
      
        
        

      

      
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    (h)  the
      word
“knowledge” and other words of similar import used herein in respect of the
      Company, any of its Subsidiaries and/or any of its Affiliates, unless the
      context expressly states otherwise, means the actual knowledge after due inquiry
      of Roberta Lipson, Elyse Beth Silverberg, Lawrence Pemble and Anne Marie
      Moncure.

     

    3.  Purchase
      and Sale of Tranche A1 Shares.

     

    (a)  Subject
      to the terms and conditions of this Agreement, the Company will issue and sell
      to the Purchaser, and the Purchaser will purchase from the Company at the
      Closing 359,195 shares of the Company’s Class A Common Stock (the
“Tranche A1 Shares”) at a purchase price of US$27.84 per share
      for US$10,000,000 (“Purchase Price”).

     

    (b)  The
      Purchaser understands that the Securities are being offered and sold to it
      in
      reliance on the safe harbor provided by Regulation D promulgated under the
      Securities Act (“Regulation D”) and/or Rules 901 through 905 under the Act
      (“Regulation S”) so that the registration requirements of the
      Act do not apply and that the Company is relying on the truth and accuracy
      of
      the representations, warranties and agreements of the Purchaser set forth in
      Section 7 of this agreement in relying on such safe harbor.

     

    4.  Closing
      and Delivery.

     

    (a)  Upon
      the terms and subject to the conditions set forth in this Agreement, the issue
      and sale to the Purchaser of the Tranche A1 Shares under this Agreement (the
      “Closing”) shall occur at the offices of Hughes Hubbard &
Reed LLP, or at such other place as the Company and the Purchaser
      mutually
      agree, at or about 10:00 a.m., New York City time, on the second Business Day
      after all of the conditions set forth in Section 8 have been satisfied or,
      in
      the sole discretion of the Purchaser, waived or on such other time or Business
      Day on or prior to January 31, 2008 as may be mutually agreed upon by the
      Company and the Purchaser (the “Closing Date”).  At
      the Closing:

     

    (i)  The
      Company shall

     

    (1)  deliver
      to the Purchaser a share certificate or
      certificates duly endorsed to the Purchaser representing the number of a Tranche
      A1 Shares provided in Section 3(a);

     

    (2)  have
      duly registered the name of the Purchaser with the Company’s transfer agent as
      record owner of the number of Tranche A1 Shares sold to the Purchaser;
      and

     

    (3)  deliver
      to the Purchaser the Transaction Documents to
      which it is a party duly executed by  the Company.

     

    (ii)  The
      Purchaser shall

     

    (1)  deliver
      to the Company the purchase price in the
      amount of US$10,000,000 for the Tranche A1 Shares pursuant to Section 3(a)
      by
      wire transfer of

     


    
      
        
        

      

      
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    immediately
      available funds to an account of the Company, which shall be designated by
      the
      Company at least two (2) Business Days prior to the Closing Date;
      and

     

    (2)  deliver
      to the Company the Transaction Documents to
      which it is a party duly executed by  the Purchaser.

     

    5.  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 (ii) any SEC Reports filed by the Company including the
      exhibits incorporated by reference since March 31, 2007 and prior to the Closing
      Date, which exceptions shall be deemed part of the representations and
      warranties made hereunder, the Company represents and warrants to the Purchaser
      the following as of the date of this Agreement, and such representations and
      warranties shall be deemed to also be made as of the Closing Date (if different
      from the date of this Agreement), 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);

     

    (a)  Organization,
      Good Standing and Qualification.  The Company is a corporation duly
      incorporated, 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
      PRC laws are valid and have been duly approved or registered (as required)
      by
      competent PRC Governmental Authorities.

     

    (b)  Capitalization
      and Voting Rights.  All of the issued and outstanding shares of the
      Company’s capital stock as of the Closing are duly authorized, validly issued,
      fully paid and non-assessable, were issued in accordance with the registration
      or qualification provisions of the 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 PRC or Delaware laws, rules and regulations)
      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.

     

    (i)  The
      authorized capital stock is divided into 28,700,000 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

     


    
      
        
        

      

      
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    “Preferred
      Stock”).  As of the date hereof, there were 7,049,437 shares
      of Class A Common Stock issued and outstanding, 775,000 shares of Class B Common
      Stock issued and outstanding and no shares of Preferred Stock issued and
      outstanding.  As of September 30, 2007, the Company (x) had reserved a
      sufficient number of shares of Common Stock for issuance to employees, directors
      and consultants pursuant to the Company’s 1994 Stock Option Plan, 2004 Stock
      Incentive Plan and 2007 Stock Incentive Plan, of which approximately 321,334
      shares of Class A Common Stock are subject to outstanding, unexercised options
      as of such date and (y) has issued and outstanding warrants to purchase an
      aggregate of 430,559 shares of Common Stock of the Company pursuant to the
      2004
      and 2005 Securities Purchase Agreements as filed in the related SEC
      Reports.  Other than as set forth above or as contemplated in the SEC
      Reports or this 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.

     

    (ii)  Voting
      and Other Agreements.  Except for the Voting Agreement and the JPM
      Documents, 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
      Securities or the consummation of the transactions contemplated under the
      Transaction Documents.

     

    (c)  Issuance
      of Tranche A1 Shares.  The issuance of the Tranche A1 Shares has been
      duly and validly authorized by all necessary corporate and stockholder action,
      and the Tranche A1 Shares, when issued and paid for pursuant to this Agreement,
      will be validly issued, fully paid and non-assessable shares of Class A Common
      Stock, free from all Liens and free of any restrictions on transfer other than
      contemplated by the Transaction Documents and Applicable Law.

     

    (d)  Authorization;
      Enforceability.  The Company has all requisite corporate right, power
      and authority to enter into each Transaction Document and to consummate the
      transactions contemplated thereby. Each Transaction Document 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 a
      Proceeding in equity or at law). Except for the JPM Documents, there are no
      preemptive rights or rights of first refusal on behalf of any Person applicable
      to the issuance of any of the Securities.

     

    (e)  No
      Conflict; Governmental and Other Consents.

     


    
      
        
        

      

      
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    (i)  The
      execution, delivery and performance by the Company of the Transaction Documents
      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 Company, is a party or by which it is bound or
      to
      which any of its properties or assets is subject, except for the JPM Documents,
      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 Company except to the extent
      that
      any such violation conflict or breach would not be reasonably likely to have
      a
      Material Adverse Effect.  Except for the JPM Documents, no holder of
      any securities of the Company or any of its Subsidiaries has any rights
      (“demand,” “piggyback” or otherwise) to have such securities registered by
      reason of the intention to file, filing or effectiveness of a registration
      statement pursuant to the Act and the rules and regulations promulgated
      thereunder.

     

    (ii)  No
      consent, approval, authorization or other order of any Governmental Authority
      or
      other third-party, except under the JPM Documents,  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
      Securities hereunder, except such post-Closing filings as may be required to
      be
      made with the Commission, NASDAQ and with any state or foreign blue sky or
      securities regulatory authority and the draft notice(s) filed under the NASDAQ
      Marketplace Rule 4310, which is not in strict compliance with the notice period
      requirements under Rule 4310.

     

    (f)  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 Commission,
      complied at the time of filing in all material respects with the requirements
      of
      their respective forms except for the absence of the 2005 IFC Facility from
      the
      exhibit of the relevant SEC Reports 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.

     

    (g)  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.

     

    (h)  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 Class A Common Stock is registered pursuant to
      Section 12(g) of the Exchange Act and is listed on NASDAQ, trading
      in

     


    
      
        
        

      

      
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    the
      Class
      A 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 Class A Common Stock under the Exchange Act or de-listing
      the Class A Common Stock from NASDAQ.

     

    (i)  No
      Registration.  Assuming the accuracy of the representations and
      warranties made by, and compliance with the covenants of, the Purchasers herein,
      no registration of the Securities under the Act is required in connection with
      the offer and sale of the Securities by the Company to the Purchasers as
      contemplated by this Agreement.

     

    (j)  No
      Stabilization.  The Company has not and, no one acting on its behalf
      has, (i) taken, directly or indirectly, any action designed to cause or to
      result in, or that has constituted or which might reasonably be expected to
      constitute, the stabilization or manipulation of the price of any security
      of
      any of the Group Companies to facilitate the sale or resale of any of the
      Securities, (ii) sold, bid for, purchased, or paid anyone any compensation
      for
      soliciting purchases of, the Tranche A1 Shares or (iii) paid or agreed to pay
      to
      any person any compensation for soliciting another to purchase any other
      securities of the Group Companies.

     

    6.  Covenants
      of the Company.

     

    The
      Company hereby covenants and agrees, and to the extent permitted by the
      Applicable Law, agrees to cause each of other Group Companies to
      undertake:

     

    (a)  During
      the 90-days period commencing on the date hereof and prior to making any public
      disclosure or filings as may be required by Applicable Laws with respect to
      any
      of the Transaction Documents and the transactions contemplated hereby and
      thereby, to provide the Purchaser and its counsel with the reasonable
      opportunity to review and comment on such public disclosure documents and
      consider in good faith any comments received by the Purchaser or its
      counsel.

     

    (b)  To
      pay
      all stamp, documentary and transfer taxes and other duties, if any, which may
      be
      imposed by any Governmental Authorities or any political subdivision thereof
      or
      taxing authority thereof or therein with respect to the initial issuance of
      the
      Tranche A1 Shares or the sale thereof to the Purchaser.

     

    (c)  During
      the five-year period commencing on the date hereof, the Company will use its
      commercially reasonable efforts not to become, and cause its Subsidiaries not
      to
      become, a “passive foreign investment company” within the meaning of Section
      1297 of the Internal Revenue Code of 1986
      (“PFIC”).  If the Company has knowledge that it or
      any of its Subsidiaries has become a PFIC, the Company will promptly notify
      the
      Purchaser and provide all information relating to the Company reasonably
      requested by the Purchaser that is necessary for it to make a qualified electing
      fund (QEF) election.

     

    7.  Purchaser’s
      Representations, Warranties and Agreements.  

     

    (A)             The
      Purchaser represents and warrants to the Company that:

     


    
      
        
        

      

      
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    (a)  The
      Purchaser is duly organized and validly existing under its formation
      documents.

     

    (b)  The
      Purchaser has all requisite power and authority to enter into this Agreement
      and
      to consummate the transactions contemplated hereby. This Agreement has been
      duly
      executed and delivered by the Purchaser and constitutes the legal, valid and
      binding obligation of the Purchaser, enforceable against the Purchaser 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 a Proceeding in equity or at law).

     

    (c)  The
      execution and delivery by the Purchaser of this Agreement and the consummation
      of the transactions contemplated hereby will not result in the violation of
      any
      law, statute, rule, regulation, order, writ, injunction, judgment or decree
      of
      any court or Governmental Authority to or by which the Purchaser is
      bound.  No consent, approval, authorization or other order of any
      Governmental Authority or other third-party is required to be obtained by the
      Purchaser in connection with the authorization, execution and delivery of this
      Agreement.

     

    (d)  Purchaser
      and its officers and agents have incurred no obligation or liability, contingent
      or otherwise, for brokerage or finders’ fees or agents’ commissions or other
      similar payment in connection with this Agreement and will indemnify and hold
      the Company harmless from any such payment alleged to be due by or through
      Purchaser as a result of the action of Purchaser or its officers or
      agents.

     

    (e)  The
      Purchaser has sufficient knowledge and experience in financial, tax and business
      matters to enable the Purchaser to utilize the information made available to
      the
      Purchaser in connection with the transactions contemplated hereby, to evaluate
      the merits and risks of an investment in the Securities and to make an informed
      investment decision with respect to an investment in the
      Securities.

     

    (f)  The
      Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S) and it
      understands that no action has been or will be taken in any jurisdiction by
      the
      Company that would permit a public offering of the Securities in any country
      or
      jurisdiction where action for that purpose is required.  The Purchaser
      is not acquiring the Securities for the account or benefit of any U.S. Persons
      except in accordance with exemption from registration requirements of the Act
      below or in a transaction not subject thereto.

     

    (g)  The
      Purchaser did not become aware of the Company or the Securities through any
      form
      of “directed selling efforts” (as defined in Rule 902 of Regulation S), general
      solicitation or general advertising in violation of the Act has been or will
      be
      used nor will any offers by means of any directed selling efforts in the United
      States be made by the Purchaser or any of its representatives in connection
      with
      the offer and sale of any of the Securities.

     


    
      
        
        

      

      
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    (h)  The
      Purchaser is acquiring the Tranche A1 Shares for its own account and not with
      a
      view to the immediate resale or distribution thereof and has no present
      intention of immediately selling or otherwise distributing such
      shares.  The Purchaser is an international organization established by
      Articles of Agreement among its Member Countries, and an “accredited investor”
as such term is defined in Regulation D.

     

    (B)             The
      Purchaser agrees with the Company as follows:

     

    (a)             The
      Purchaser acknowledges that the Tranche A1 Shares are “restricted securities” as
      defined in Rule 144 under the Act.

     

     (b)             The
      Purchaser and the Company agree that the Company will refuse to register any
      transfer to the Tranche A1 Shares not made in accordance with the provisions
      of
      Regulation S under the Act, pursuant to registration under the Act, or pursuant
      to an available exemption from registration.

     

    (c)             The
      Purchaser agrees to resell the Tranche A1 Shares only in accordance with the
      provisions of Regulation S under the Act, pursuant to registration under the
      Act, or pursuant to an available exemption from registration pursuant to the
      Act.

     

    (d)             The
      Purchaser acknowledges and agrees that all certificates representing the Tranche
      A1 Shares will be endorsed with the following legend in accordance with
      Regulations S under the Act:

     

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

     

    (e)             The
      Purchaser consents to the Company making a notation on its records and giving
      instructions to any transfer agent of the Company in order to implement the
      restrictions on transfer of the Securities set forth in this
      Agreement.

     

    8.  Conditions
      Precedent to the Obligation of the Purchaser to Purchasethe
      Tranche A1 Shares.

     

    The
      Purchaser’s obligation to consummate the transactions as contemplated under this
      Agreement is subject to the satisfaction or waiver, on or before the Closing,
      of
      each of the following conditions, to the extent applicable:

     

    (a)  All
      the
      representations and warranties regarding all Group Companies contained in each
      Transaction Document shall be true and correct in all material respects as
      of

     


    
      
        
        

      

      
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    the
      date
      hereof and at the Closing Date.  The Company shall have performed,
      satisfied and complied with, in all material respects to the Purchaser’s
      satisfaction in its sole discretion, all covenants, agreements and conditions
      required by the Transaction Documents to be performed, satisfied or complied
      with by them at or prior to the Closing.

     

    (b)  No
      injunction, restraining order or order of similar nature by a Governmental
      Authority shall have been issued as of the Closing Date that would prevent
      or
      materially interfere with the consummation of the transactions contemplated
      under the Transaction Documents; and no stop order suspending the qualification
      or exemption from qualification of any of the Securities in any jurisdiction
      shall have been issued and no Proceeding for that purpose shall have been
      commenced or, to the knowledge of the Company, be pending or threatened as
      of
      the Closing Date.

     

    (c)  No
      action
      shall have been taken by any Governmental Authority and no Applicable Law shall
      have been enacted, adopted or issued that would, as of the Closing Date, prevent
      the consummation of the transactions contemplated under the Transaction
      Documents.

     

    (d)  The
      Company shall have obtained any and all approvals, consents and waivers
      necessary for the consummation of the transactions contemplated under the
      Transaction Documents as of Closing in accordance with the terms hereof,
      including, but not limited to, all applicable Permits, authorizations, approvals
      or consents of any Governmental Authority and the shareholders’ approval
      required under NASDAQ Marketplace Rule 4350(i)(1)(D).

     

    (e)  The
      Purchaser shall have received on the Closing Date:

     

    (1)  a
      certificate dated the Closing Date, signed by the Chief Executive Officer of
      the
      Company on behalf of the Company to the effect that (w) the representations
      and
      warranties set forth in Section 5 are true and correct with the same force
      and
      effect as though expressly made at and as of the Closing Date, except for those
      representations and warranties that speak as of a specified date, which shall
      be
      true and correct in all material respects on and as of such date, (x) the
      Company has complied with all agreements and satisfied all conditions on its
      part to be performed or satisfied hereunder at or prior to the Closing, and
      (y)
      the sale of any of the Tranche A1 Shares has not been enjoined (temporarily
      or
      permanently);

     

    (2)  a
      certificate dated the Closing Date, signed by the Secretary of the Company,
      including specimen signatures of those officers of the Company authorized to
      sign the Transaction Documents, to which the Company is a party, on behalf
      of
      the Company, attaching true, complete and up to date copies of the certificate
      of incorporation and by-laws of the Company, and attaching the certificate
      of
      good standing of the Company;

     

    (3)  the
      opinion of Hughes Hubbard & Reed LLP, U.S. counsel to the Company, dated the
      Closing Date, in the form attached hereto as Exhibit B; and

     

    (4)  a
      release
      and waiver, signed by JPMorgan Chase & Co., in the form attached hereto as
Exhibit D.

     


    
      
        
        

      

      
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    (5)           payment
      by wire transfer of immediately available funds of  all fees,
      expenses, and disbursement of legal counsel to the Purchaser in an aggregate
      amount not exceeding $25,000 to the account designated by such
      counsel.

     

    (6)           an
      executed copy of the Voting Agreement signed by all holders of Class B Common
      Stock.

     

    (f)  Prior
      to
      the Closing Date, there has been no change that would have resulted, or would
      be
      reasonably expected to result, in a Material Adverse Effect.

     

    (g)  Each
      of
      the Transaction Documents shall have been executed and delivered by all parties
      thereto other than the Purchaser, and the Purchaser shall have received a fully
      executed original (or clearly legible facsimile copy) of each Transaction
      Document.

     

    (h)  None
      of
      the other parties to any of the Transaction Documents shall be in breach or
      default under their respective obligations thereunder.

     

    9.  Termination.

     

    (a)  The
      Purchaser may unilaterally terminate this Agreement at any time prior to the
      Closing Date by written notice to the Company if any of the following has
      occurred:

     

    (i)  at
      any
      time after January 31, 2008 if the Closing shall not have occurred on or before
      such date and such failure to consummate is not caused by a breach of this
      Agreement by the Purchaser; provided, however, that the
      Company may by written notice to the Purchaser delivered on or before such
      date
      extend such date until February 28, 2008 if the failure of the Closing to have
      occurred on or before January 31, 2008 shall have resulted from the failure
      of
      the condition set forth in Section 8(d); provided, further,
      that the Purchaser may terminate this Agreement by written notice to the Company
      on or after February 5, 2008 until the date on which any shareholder approvals
      required under Section 8(d) are obtained;

     

    (ii)  the
      failure of  Company to satisfy the conditions contained in Section 8
      on or prior to the Closing Date; or

     

    (iii)  suspension
      of trading in the Class A Common Stock by NASDAQ or the suspension or limitation
      of trading generally in securities on any national securities exchange (as
      defined in the Securities Exchange Act of 1934) or any setting of limitations on
      prices for securities on such exchange.

     

    (b)   The
      Company may terminate this Agreement at any time prior to the Closing Date
      by
      written notice to the Purchaser at any time after January 31, 2008 if the
      Closing shall not have occurred on or before such date and such failure to
      consummate is not caused by a breach of this Agreement by the Company;
provided, however, that the Purchaser may by written notice to
      the Company delivered on or before such date extend such date until February
      28,
      2008 if the failure of the Closing to have occurred on or before January 31,
      2008 shall have resulted from the failure of the condition set forth in Section
      8(d).

     


    
      
        
        

      

      
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    10.  Survival
      of Representations and Indemnities.  The representations and
      warranties and covenants of the Company set forth in this Agreement shall remain
      operative and in full force and effect, and will survive
      indefinitely.

     

    11.  Substitution
      of Purchaser.  The Purchaser shall have the right to
      substitute any one of its Affiliates in the financial service industry as the
      purchaser of the Tranche A1 Shares by written notice to the Company, which
      notice shall be signed by both the Purchaser and such Affiliate and delivered
      to
      the Company at least three Business Days prior to the Closing, and shall contain
      such Affiliate’s agreement to be bound by this Agreement and a confirmation by
      such Affiliate of the accuracy with respect to it of the representations and
      warranties set forth in Section 7.  Upon receipt of such notice,
      wherever the word “Purchaser” is used in this Agreement (other than in this
      Section 11), such word shall be deemed to refer to such Affiliate in lieu of
      the
      original Purchaser.  In the event that such Affiliate is so
      substituted as the purchaser hereunder and such Affiliate thereafter transfers
      to the original Purchaser all of the Tranche A1 Shares then held by such
      Affiliate, upon receipt by the Company of notice of such transfer, wherever
      the
      word “Purchaser” is used in this Agreement (other than in this Section 11), such
      word shall no longer be deemed to refer to such Affiliate, but shall refer
      to
      the original Purchaser, and the original Purchaser shall have all the rights
      of
      an original holder of the Tranche A1 Shares under this Agreement.

     

    12.  Miscellaneous.

     

    (a)  Notices
      given pursuant to any provision of this Agreement shall be addressed as follows:
      (i) if to the Company, to: Chindex International, Inc., 4340 East West Highway,
      Bethesda, Maryland 20814, Fax: (310) 215-7777, Attention: Chief Executive
      Officer, with a copy to Hughes Hubbard & Reed LLP, One Battery Park Plaza,
      New York, New York, Fax: (212) 422-4726, Attention: Gary J. Simon; and (ii)
      if
      to the Purchaser, to: International Finance Corporation, 2121 Pennsylvania
      Avenue, NW, Washington, DC 20433, Fax: (202) 522-3743, Attention: Guy Ellena,
      Director, Health and Education Department, with a copy to Morrison &
Foerster LLP, at Suite 3501, Bund Centre, Yan An East Road No. 222, Shanghai,
      People’s Republic of China 200002 Fax: +86 (21) 6335-2290, Attention: Charles
      C. Comey, Esq.

     

    (b)  This
      Agreement has been and is made solely for the benefit of and shall be binding
      upon the parties hereto as and to the extent provided in this Agreement, and
      no
      other Person shall acquire or have any right under or by virtue of this
      Agreement.

     

    (c)  THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS
      THEREOF.

     

    (d)  The
      parties hereto each hereby waive (i) any right to trial by jury in any action,
      Proceeding or counterclaim arising out of or relating to this Agreement, and
      (ii) any objection which it may now or hereafter have to (A) the laying of
      venue
      of any suit, action or Proceeding arising out of or based upon this Agreement
      or
      the transactions contemplated hereby in any State or U.S. federal court in
      The
      City of New York and County of New York, and (B) the jurisdiction of such courts
      in any such suit, action or Proceeding. This clause 12 (d) constitutes
      a

     


    
      
        
        

      

      
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    waiver
      of
      the Purchaser’s immunity under Article VI, Section 3 of the Purchaser’s Articles
      of Agreement (but only to the extent provided in this clause 12 (d)) that no
      action may be brought against the Purchaser except in a court of competent
      jurisdiction. Notwithstanding anything to the contrary, this clause 12(d) does
      not constitute a waiver or relinquishment before any authority or court of
      law
      of any of is other privileges and immunities set forth in the Purchaser’s
      Articles of Agreement, including without limitation (i) the immunity of all
      of
      the assets of the Purchaser from all forms of seizure, attachment or execution
      before the delivery of final judgment against the Purchaser, (ii) the immunity
      of all of the assets of the Purchaser from search, requisition, confiscation,
      expropriation or any other forms of seizure by executive or legislative action,
      (iii) the inviolability of the Purchaser’s archives and (iv) the freedom of the
      Purchaser’s assets from restrictions of any nature.

     

    (e)  No
      failure to exercise, and no course of dealing with respect to, and no delay
      in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right, power or remedy
      hereunder preclude any other or further exercise thereof or the exercise of
      any
      other right, power or remedy.

     

    (f)  This
      Agreement may be signed in various counterparts which together shall constitute
      one and the same instrument.  In the event that any signature is
      delivered by facsimile transmission, such signature shall create a valid and
      binding obligation of the party executing (or on whose behalf such signature
      is
      executed) with the same force and effect as if such facsimile signature page
      were an original thereof.

     

    (g)  The
      headings in this Agreement are for convenience of reference only and shall
      not
      constitute part of this Agreement nor limit or otherwise affect the meaning
      of
      any provision of this Agreement.

     

    (h)  If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, in each case to the extent permitted by Applicable Law, and
      the
      parties hereto shall use their best efforts to find and employ an alternative
      means to achieve the same or substantially the same result as that contemplated
      by such term, provision, covenant or restriction.  It is hereby
      stipulated and declared to be the intention of the parties that they would
      have
      executed the remaining terms, provisions, covenants and restrictions without
      including any of such that may be hereafter declared invalid, illegal, void
      or
      unenforceable, to the extent permitted by Applicable Law.

     

    (i)  This
      Agreement may be amended, modified or supplemented, and waivers or consents
      to
      departures from the provisions hereof may be given; provided that the same
      are
      in writing and signed by all of the signatories hereto.

     

    


     

    [Signature
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    IN
      WITNESS WHEREOF, the undersigned
      have executed this Securities Purchase Agreement as of the date first written
      above.

    
 

    
      	 	CHINDEX
              INTERNATIONAL, INC.	 
	 	 	 	 
	
               

            	
              By:
                

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


    

    
 

     

    
      


      
        	 	INTERNATIONAL
                FINANCE CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 /s/
                Guy Ellena	 
	 	 	Name:  
                Guy Ellena	 
	 	 	Title:     Director,
                Health and Education Department	 
	 	 	 	 


      

    

    


     

     

    Signature
      Page to Purchase Agreement