Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 1


 


OF FIRST AMENDED AND RESTATED SUPPORT
AGREEMENT 


 


This AMENDMENT NO. 1 OF FIRST AMENDED AND
RESTATED SUPPORT AGREEMENT (“Amendment No. 1”), dated as of September 29, 2014, is made and entered
into by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), TPG Asia
VI, L.P., a Cayman Islands limited partnership (the “Sponsor”), and the stockholders of Chindex International,
Inc., a Delaware corporation (the “Company”), listed on Schedule A-1 hereto (each, together with his,
her or its heirs, beneficiaries, executors, successors and permitted assigns, a “Stockholder” and, collectively
the “Stockholders”, and together with Parent and Sponsor, the “Parties”).


 


WHEREAS, on February 17, 2014, Parent, Healthy
Harmony Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and
the Company entered into an Agreement and Plan of Merger, which was subsequently amended and restated on April 18, 2014 (as it
may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which
provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”) with the
Company continuing as the surviving corporation of the Merger;


 


WHEREAS, as a condition and inducement to
the willingness of Parent and Merger Sub to enter into the Merger Agreement, each Stockholder (in his, her or its capacity as such)
and the Sponsor entered into a Support Agreement on February 17, 2014 (the “Original Support Agreement”);


 


WHEREAS, the Parties amended and restated
the Original Support Agreement on August 6, 2014 (as amended and restated, the “Amended and Restated Support Agreement”);


 


WHEREAS, each Party to the Amended and Restated
Support Agreement desires to amend the Amended and Restated Support Agreement to replace Schedule A-1 and Schedule A-2
to the Amended and Restated Support Agreement with Schedule A-1 and Schedule A-2 hereto, such that each Rollover
Stockholder shall contribute the number of Shares set forth on Schedule A-2 hereto in exchange for the number of newly issued
Parent Interests set forth opposite such Rollover Stockholder’s name on Schedule A-2 hereto; and


 


NOW, THEREFORE, the Parties agree to amend
the Amended and Restated Support Agreement as follows:


 


		1.	Definitions 



 


Unless otherwise specifically defined herein,
all capitalized terms used but not defined herein shall have the respective meanings ascribed to them under the Amended and Restated
Support Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby”
and each other similar reference and each reference to “this Agreement” and each other similar reference contained
in the Amended and Restated Support Agreement shall, from and after the execution
of Amendment No. 1, refer to the Amended and Restated Support Agreement as amended by Amendment No. 1. Notwithstanding the foregoing,
references to the date of the Amended and


 




    	 



    	 



    

 


 Restated Support Agreement, as amended hereby, shall in all instances continue to refer
to August 6, 2014, and references to “the date hereof” and “the date of this Agreement” shall continue
to refer to August 6, 2014.


 


		2.	Amendments to Amended and Restated Support Agreement 



 


		2.1	Amendment to Schedule A-1 



 


Schedule A-1 of the Amended
and Restated Support Agreement is hereby replaced by Schedule A-1 attached hereto.


 


		2.2	Amendment to Schedule A-2 



 


Schedule A-2 of the Amended
and Restated Support Agreement is hereby replaced by Schedule A-2 attached hereto.


 


		3.	Miscellaneous 



 


		3.1	No Further Amendment 



 


The Parties agree that, except
as amended by Section 2 of Amendment No. 1, the Amended and Restated Support Agreement shall remain in full force and effect and
constitute legal and binding obligations of the Parties. Amendment No. 1 forms an integral and inseparable part of the Amended
and Restated Support Agreement.


 


		3.2	Other Miscellaneous Terms 



 


The provisions of Section 17 (Miscellaneous)
of the Amended and Restated Support Agreement shall apply mutatis mutandis to Amendment No. 1, and to the Amended and Restated
Support Agreement as modified by Amendment No. 1, taken together as a single agreement, reflecting the terms therein as modified
by Amendment No. 1.


 


[SIGNATURE PAGE FOLLOWS]


 




    	2



    	 



    

 


IN WITNESS WHEREOF, Amendment No. 1 has
been duly executed and delivered by the duly authorized representatives of the Parties (as applicable) as of the date first written
above.


 


	HEALTHY HARMONY HOLDINGS, L.P.	 
	 	 
	By: Healthy Harmony GP, Inc., its general partner	 
	 	 
	By:	/s/ Ronald Cami	 
	Name: Ronald Cami	 
	Title: Vice President	 
	 	 
	TPG ASIA VI, L.P.	 
	By: TPG Asia GenPar VI, L.P., its general partner	 
	By: TPG Asia GenPar VI Advisors, Inc., its general partner	 
	 	 
	By:	/s/ Ronald Cami	 
	Name: Ronald Cami	 
	Title: Vice President	 


 


[Signature Page to Amendment No. 1 to Amended
and Restated Support Agreement]


 




    	 



    	 



    

 


	STOCKHOLDERS	 
	 	 
	Roberta Lipson	 
	 	 
	By:	/s/ Roberta Lipson	 






	 	 
	Elyse Silverberg	 
	 	 
	By:	/s/ Elyse Silverberg	 



 


	Lawrence Pemble	 
	 	 
	By:	/s/ Lawrence Pemble	 



 





STOCKHOLDERS


 


Roberta Lipson, as trustee of the Benjamin Lipson Plafker Trust  







	 	 
	By:	/s/ Roberta Lipson	 



 





Roberta Lipson, as trustee of the Daniel Lipson Plafker Trust  







	 	 
	By:	/s/ Roberta Lipson	 



 





Roberta Lipson, as trustee of the Jonathan Lipson Plafker Trust  







	 	 
	By:	/s/ Roberta Lipson	 



 





Roberta Lipson, as trustee of the Ariel Benjamin Lee Trust  







	 	 
	By:	/s/ Roberta Lipson	 


 


[Signature Page to Amendment No. 1 to Amended
and Restated Support Agreement]


 




    	 



    	 



    

  


	FOSUN INDUSTRIAL CO., LIMITED	 
	 	 
	By:	/s/ Qiyu Chen	 
	 	 
	Name:  Qiyu Chen	 
	 	 
	Title:  Chairman of the Board of Directors	 
	 	 	 


 


[Signature Page to Amendment No. 1 to Amended
and Restated Support Agreement]


 




    	 



    	 



    

  


SCHEDULE A-1


 


As of August 25, 2014


 


	Stockholder	 	Address/Facsimile	 	Residence	 	Common

    Stock Owned	 	Class B

    Common

    Stock Owned
	 	 	 	 	 	 	 	 	 
	Roberta Lipson	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	USA	 	239,671	 	570,000
	 	 	 	 	 	 	 	 	 
	Benjamin Lipson Plafker Trust	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	USA	 	10,800	 	0
	 	 	 	 	 	 	 	 	 
	Daniel Lipson Plafker Trust	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	USA	 	0	 	30,000
	 	 	 	 	 	 	 	 	 
	Jonathan Lipson Plafker Trust	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	USA	 	0	 	30,000


 




    	 



    	 



    

  


	Stockholder	 	Address/Facsimile	 	Residence	 	Common

    Stock Owned	 	Class B

    Common

    Stock Owned
	 	 	 	 	 	 	 	 	 
	Ariel Benjamin Lee Trust	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	USA	 	0	 	30,000
	 	 	 	 	 	 	 	 	 
	Elyse Silverberg	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	USA	 	225,106	 	390,750
	 	 	 	 	 	 	 	 	 
	Lawrence Pemble	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	USA	 	83,956	 	111,750
	 	 	 	 	 	 	 	 	 
	Significant Stockholder	 	
        Qiao Yang, Shanghai Fosun Pharmaceutical Group Co., Ltd.

         

        9th Floor, No.2 East Fuxing Road, Shanghai 200010,
PRC
	 	Hong Kong	 	3,157,163	 	0


 




    	 



    	 



    

 


	Stockholder	 	Address/Facsimile	 	Residence	 	Common

    Stock Owned	 	Class B

    Common

    Stock Owned
	 	 	 	 	 	 	 	 	 
		 	
        

         

        Tel: +86 21 23138000*8185/23128185

         

        Fax: +86 21 23138127 
	 		 		 	





 






    	 



    	 



    

 


Schedule A-2


 


	Stockholder	 	Address/Facsimile	 	Rollover Shares	 	Parent Interests
	 	 	 	 	 	 	 
	Roberta Lipson	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	615,892	 	615,892
	 	 	 	 	 	 	 
	Benjamin Lipson Plafker Trust	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	10,800	 	10,800
	 	 	 	 	 	 	 
	Daniel Lipson Plafker Trust	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	30,000	 	30,000
	 	 	 	 	 	 	 
	Jonathan Lipson Plafker Trust	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	30,000	 	30,000


 




    	 



    	 



    

  


	Ariel Benjamin Lee Trust	 	c/o Chindex International, Inc.

4340 East West Highway

Bethesda, MD 20814

Attention: Chief Executive Officer and Corporate Secretary

Facsimile No.: 310-215-7777	 	30,000	 	30,000
	 	 	 	 	 	 	 
	Significant Stockholder	 	
        Qiao Yang, Shanghai Fosun Pharmaceutical Group Co., Ltd.

         

        9th Floor, No.2 East Fuxing Road, Shanghai 200010, PRC

         

        Tel: +86 21 23138000*8185/23128185

         

        Fax: +86 21 23138127 
	 	3,157,163	 	3,157,163