Chindex International Inc Sample Contracts

AMENDMENT TO WARRANT AGREEMENT AMENDMENT dated October __, 1996 to the Warrant Agreement dated August 18, 1994 ("Warrant Agreement") by and among U.S.-China Industrial Exchange, Inc., a New York corporation ("Company"), American Stock Transfer & Trust...
Warrant Agreement • October 18th, 1996 • Us China Industrial Exchange Inc • Wholesale-medical, dental & hospital equipment & supplies
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VOID AFTER [ ], 2010)
Chindex International Inc • March 22nd, 2005 • Wholesale-medical, dental & hospital equipment & supplies • New York
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Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this "AGREEMENT"), is made between Chindex International, Inc., a Delaware corporation (the "COMPANY"),...
Securities Purchase Agreement • March 22nd, 2005 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
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CHINDEX INTERNATIONAL, INC. and AMERICAN STOCK TRANSFER &TRUST COMPANY Rights Agent Rights Agreement Dated as of June 7, 2007
Rights Agreement • June 7th, 2007 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

RIGHTS AGREEMENT, dated as of June 7, 2007 (the “Agreement”), between Cindex International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT
Chindex International Inc • April 29th, 2004 • Wholesale-medical, dental & hospital equipment & supplies • New York
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JOINT FILING AGREEMENT
Joint Filing Agreement • February 24th, 2009 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

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FIRST AMENDED AND RESTATED SUPPORT AGREEMENT
Support Agreement • August 7th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

This FIRST AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 6, 2014, 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”) (solely for the purpose of Sections 3(e), 9(a), 9(c), 9(d), 9(e), 9(f), 10 and 17), 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”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 1st, 2002 • Us China Industrial Exchange Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

This Employment Agreement dated as of September 1, 2001, between U.S.-China Industrial Exchange, Inc., a New York corporation currently having an address at 7201 Wisconsin Avenue, Bethesda, Maryland 20815 (the "Company"), and Elyse Beth Silverberg, an individual residing at ________________________________________________("Employee").

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AMENDED AND RESTATED LIMITED GUARANTEE
Limited Guarantee • May 15th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

AMENDED AND RESTATED LIMITED GUARANTEE, dated as of April 18, 2014 (this “Guarantee”), by TPG Asia VI, L.P. a Cayman Islands limited partnership (the “Guarantor”), in favor of Chindex International, Inc., a Delaware corporation (the “Guaranteed Party”). This Guarantee amends and restates the limited guarantee entered into between the Guarantor and the Guaranteed Party on February 17, 2014.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 18th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 17, 2014, by and among Chindex International, Inc., a Delaware corporation (the “Company”), Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2006 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • California

EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of March 1, 2006 (the “Commencement Date”), by and between Chindex International, Inc., a Delaware corporation (the “Company” or “Chindex”), and Roberta Lipson (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2006 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of March 1, 2006 (the “Commencement Date”), by and between Chindex International, Inc., a Delaware corporation (the “Company” or “Chindex”), and Roberta Lipson (“Employee”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 9th, 2013 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of March, 2013 between Chindex International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2009 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • California

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of December 15, 2008 (the “Effective Date”), by and between Chindex International, Inc., a Delaware corporation (the “Company” or “Chindex”), and Elyse Beth Silverberg (“Employee”).

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April 18, 2014
Chindex International Inc • May 15th, 2014 • Wholesale-medical, dental & hospital equipment & supplies

Reference is made to the Support Agreement (as may be amended, supplemented and restated from time to time, the “Support Agreement”), dated as of February 17, 2014, by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), TPG Asia VI, L.P. (“Sponsor”) and the existing shareholders of Chindex International, Inc., a Delaware corporation (the “Company”), named therein. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Support Agreement.

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STOCKHOLDER AGREEMENT
Stockholder Agreement • August 9th, 2011 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

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

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 9th, 2011 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

This Trademark License Agreement (the “Agreement”) is entered into as of December 31, 2010 (the “Effective Date”), by and between Chindex International, Inc., a Delaware corporation (“Licensor”), and Chindex Medical Limited, a Hong Kong company limited by shares with company number 1528489 (“Licensee”). Licensor and Licensee are each herein referred to herein as a “Party” and collectively referred to as the “Parties”. Any capitalized term not otherwise defined herein have the meaning ascribed in the Formation Agreement (as defined herein).

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April 18, 2014
Letter Agreement • May 15th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

This letter agreement (this “Agreement”) amends and restates the letter agreement entered into between TPG Asia VI, L.P., a Cayman Islands limited partnership (the “Fund”), and Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), on February 17, 2014, and sets forth the commitments of the Fund, subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain limited partnership interests of Parent. It is contemplated that, pursuant to that certain Amended and Restated Agreement and Plan of Merger (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Chindex International, Inc., a Delaware corporation (the “Company”), Parent and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being

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April 18, 2014
Letter Agreement • May 15th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

This letter agreement (this “Agreement”) amends and restates the letter agreement entered into between Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (“Significant Stockholder”), and Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), on February 17, 2014, and sets forth the commitments of Significant Stockholder, subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain limited partnership interests of Parent. It is contemplated that, pursuant to that certain Amended and Restated Agreement and Plan of Merger (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Chindex International, Inc., a Delaware corporation (the “Company”), Parent and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with an

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SECURITIES PURCHASE AGREEMENT by and among CHINDEX INTERNATIONAL, INC. as the Company AND MAGENTA MAGIC LIMITED as the Purchaser
Registration Rights Agreement • November 7th, 2007 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 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 MAGENTA MAGIC LIMITED, a company organized and existing under the laws of the British Virgin Islands and wholly-owned, directly or indirectly, by JPMorgan Chase & Co (the “Purchaser”).

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DISTRIBUTION AGREEMENT This Agreement is entered into as of January 1, 1998 by and between Acuson Corporation ("Acuson"), a Delaware corporation having its principal place of business a 1220 Charleston Road, Mountain View, California U.S.A. 94039-7393...
Distribution Agreement • March 31st, 1998 • Us China Industrial Exchange Inc • Wholesale-medical, dental & hospital equipment & supplies • California
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 14th, 2010 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

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”).

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SUPPORT AGREEMENT
Support Agreement • February 18th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2014, 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”) (solely for the purpose of Sections 9(a), 9(c), 9(d), 9(e), 9(f), 10 and 17), 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”).

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 6th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware

THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and entered into as of this 6th day of August 2014 by and among Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (“Pledgor”), Healthy Harmony Holdings, L.P. (“Parent”, and together with TPG Asia VI, L.P., the “Secured Parties”) (solely for the purpose of Section 1), and TPG Asia VI, L.P., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.

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LEASE AGREEMENT
Lease Agreement • April 1st, 2002 • Us China Industrial Exchange Inc • Wholesale-medical, dental & hospital equipment & supplies
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JOINT FILING AGREEMENT
Joint Filing Agreement • February 12th, 2010 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2012 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated January 1, 2012 (the “Effective Date”) by and between Robert C. Low (the “Employee”) and Chindex International, Inc., a Delaware corporation (the “Employer”).

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AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2011 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies

AMENDMENT dated December 30, 2010 (this “Amendment”) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 15, 2008 (the “Employment Agreement”) by and between Chindex International, Inc., a Delaware corporation (the “Company” or “Chindex”), and Elyse Beth Silverberg (“Employee”).

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Guarantee Agreement between CHINDEX INTERNATIONAL, INC. and INTERNATIONAL FINANCE CORPORATION Dated March 7, 2013
Guarantee Agreement • August 9th, 2013 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

GUARANTEE AGREEMENT (this “Agreement”) dated March 7, 2013 between CHINDEX INTERNATIONAL, INC., a company organized and existing under the laws of the State of Delaware, United States of America (the “Guarantor”), and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries (“IFC”).

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AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • February 18th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies

Amendment No. 3, dated as of February 17, 2014 (the “Amendment”), between Chindex International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).

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Certificate of Deposit Retention and Pledge Agreement between BEIJING UNITED FAMILY HEALTH CENTER CHINA MERCHANTS BANK CO., LTD., BEIJING CHAOYANGMEN SUB- BRANCH and INTERNATIONAL FINANCE CORPORATION Dated March 14, 2012
Deposit Retention and Pledge Agreement • May 10th, 2012 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies

Unless otherwise defined, or the context otherwise requires, terms defined in the Loan Agreement have the same meanings when used in this Agreement and the following terms have the following meanings:

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JOINT VENTURE GOVERNANCE AND SHAREHOLDERS AGREEMENT by and between CHINDEX MEDICAL HOLDINGS (BVI) LIMITED, AMPLE UP LIMITED CHINDEX MEDICAL LIMITED, and CERTAIN SUBSIDIARIES OF CHINDEX MEDICAL LIMITED Dated December 31, 2010
Joint Venture Governance and Shareholders Agreement • January 6th, 2011 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

This JOINT VENTURE GOVERNANCE AND SHAREHOLDERS AGREEMENT, dated as of December 31, 2010 (this “Agreement”), is entered into by and among the following companies:

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AMENDMENT NO. 2 OF AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 30th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies

This AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”), dated as of September 29, 2014, is by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Chindex International, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).

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AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2013 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies

AMENDMENT dated as of June 28, 2013 (this “Amendment”) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 15, 2008 as subsequently amended (the “Employment Agreement”) by and between Chindex International, Inc., a Delaware corporation (the “Company”), and Elyse Beth Silverberg (“Employee”). Capitalized terms used but not defined in this Amendment will have the same meaning as in the Employment Agreement.

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RMB LOAN AGREEMENT among BEIJING UNITED FAMILY HEALTH CENTER SHANGHAI UNITED FAMILY HOSPITAL, INC. (as “Borrowers”) and INTERNATIONAL FINANCE CORPORATION (as “Lender”) Dated October 10, 2005
RMB Loan Agreement • August 9th, 2011 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

AGREEMENT, dated October 10, 2005, between BEIJING UNITED FAMILY HEALTH CENTER, a Sino-foreign joint venture company organized and existing under the laws of the People’s Republic of China (“Borrower 1”), SHANGHAI UNITED FAMILY HOSPITAL, INC, a Sino-foreign joint venture company organized and existing under the laws of the People’s Republic of China (“Borrower 2”), and INTERNATIONAL FINANCE CORPORATION (“IFC”), an international organization established by Articles of Agreement among its member countries.

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