Common use of Deadlock Clause in Contracts

Deadlock. In the event of a Deadlock, either Shareholder may notify the other in writing that a Deadlock exists (a “Deadlock Notice”). Upon delivery of a Deadlock Notice, the Shareholders shall endeavor to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidated.

Deadlock. In The Parties and their respective PERMITTED NOMINEES expressly agree and confirm that in case of any major impasse / deadlock having arisen in the event operation of a Deadlock, either Shareholder may notify the other in writing that a Deadlock exists (a “Deadlock Notice”). Upon delivery JVC which pertains and is material to the further or future operation of a Deadlock Noticethe business of JVC, the Shareholders Parties shall endeavor cause their nominated directors to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver prepare and circulate to the other Party or Parties a written request (memorandum or a statement setting out its position on the “Deadlock Meeting Request”) that the matter that issue on which there is the subject of the Deadlock disagreement and its reasons for adopting such position. Each such memorandum or statement shall then be considered by the respective chief executive officers chairman of Fosun Pharma managing board of GPL, SEIL and Chindex TIC then holding office who shall meet together in person use their best endeavours to resolve such an impasse / deadlock. Such process shall be completed within thirty a period of 45 (30forty-five) days after delivery of the Deadlock Meeting Request impasse/deadlock having arisen, unless such period is extended by mutual agreementby three chairman. An impasses / deadlock arises on the date one Party receives a written communication from the other conveying the basis of such other Party coming to the conclusion of which the deadlock is and use their reasonable efforts how it has arisen. Despite the aforesaid if the panel of the chairman is unable to resolve the Deadlock. Such meeting impasse / deadlock, that the deadlock shall be deemed to be a major impasse / deadlock and in the event ultimate solution of any major impasses/deadlock shall be as provided hereinafter in this Clause. In the event any Party(hereinafter referred to as “Selling Party”) desires to sell its shareholding in the JVC, the other Parties(hereinafter referred to as “Purchasing Parties”) shall have the first right to inquire it including its PERMITTED NOMINEES to sell its shareholding to themselves at a fair price which shall be determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties have notified Selling Party in writing that it or its PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held (i) by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in ShanghaiClause 14.1, China or (ii) at provided that such other location as may be mutually a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of share to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Once an impasses/ deadlock has deemed to have arisen till such chief executive officers. The chief executive officers may agree to extend any time the impasses/ deadlock is resolved, the directors of the time periods specified above with respect to any Deadlock. If Boardshall function as trustees for the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out smooth and continued operation and functioning of the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidatedJVC.

Deadlock. (a) In the event of a Deadlockthat, either Shareholder may notify the other in writing that a Deadlock exists (a “Deadlock Notice”). Upon delivery of a Deadlock Notice, the Shareholders shall endeavor to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghaifor any two consecutive duly convened meetings of the Board, China the Board is unable to reach a decision by the required vote concerning any Specified Action that was on the agenda for such meetings due to the failure of the KO Directors to approve such Specified Action, or (ii) if during the Initial Four-Year Period, an Annual Normal Operations Plan has not been approved by the KO Directors, either Shareholder may, within 14 days of the occurrence of either (i) or (ii) deliver a written notice (a “Notice of Board Impasse”) to the other Shareholder stating that in its opinion an impasse has occurred and identifying the matter in reasonable detail over which the Shareholders are at such other location as an impasse (“Impasse Matter”). During the period in which a Notice of Board Impasse may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend delivered by any Shareholder and following delivery of a Notice of Board Impasse until the expiration of the time periods specified above with respect KO Call Right, the right of CIBR to any Deadlockexercise the CIBR Call Right and the CIBR Put Right (if any) shall be suspended. (b) The Shareholders agree that following delivery of a Notice of Board Impasse, they shall refer the Impasse Matter in the first instance to the Chief Executive Officer of KOF (“KOF CEO”) and the President, Pacific Group of TCCC (“Pacific President”). If the chief executive officers KOF CEO and the Pacific President are unable to resolve such Deadlockthe Impasse Matter within 90 days, they then the Impasse Matter shall jointly issue a statement setting out be escalated to the terms of such resolutionKOF Management Committee, and JVCO and if the KOF Management Committee is not scheduled to meet during the following 90 day period, the Shareholders shall cause the terms KOF Management Committee to meet during such period. If the KOF Management Committee (with the participation and approval of the members thereof designated by TCCC) is unable to resolve the Impasse Matter within 90 days or the KOF Management Committee determines that a deadlock has occurred, then such resolution Impasse Matter shall be deemed by the parties to be implementeda “Deadlocked Matter” and such Impasse Matter shall be escalated to the Chief Executive Officer of FEMSA (“FEMSA CEO”) and the Chief Executive Officer of TCCC (“TCCC CEO”). In each escalation, the parties shall take steps in good faith to resolve the matter, including arranging a meeting to discuss the same. (c) If such Deadlock any Deadlocked Matter is not resolved within 90 days of being referred to the FEMSA CEO and the TCCC CEO (an “Unresolved Deadlock Event”), then the KO Shareholders may at their election, by providing written notice to CIBR within 90 days following the date on which the Unresolved Deadlock Event occurs (the “KO Call Right Notice”), purchase all, but not less than all, of the Shares owned by CIBR at a price equal to the KOP Fair Market Value (the “KO Call Right”). In connection with the exercise of the KO Call Right, the KO Shareholders shall cause all indebtedness for borrowed money of the Company and its Subsidiaries (including accrued interest thereon) owed to CIBR to be repaid. The purchase of Shares pursuant to the KO Call Right shall be consummated (the “KO Call Closing Date”) on the last day of the applicable monthly accounting period of TCCC (the “Accounting Cycle End Date”), which Accounting Cycle End Date shall be no earlier than 10 days after the date on which the KOP Fair Market Value is finally determined in accordance with this Agreement. At the KO Call Closing Date, the KO Shareholders shall deliver to CIBR the price equal to the KOP Fair Market Value net of any applicable withholding (including the original or a certified copy of a receipt, or other evidence satisfactory to CIBR, evidencing payment thereof), and CIBR shall deliver to the KO Shareholders the Shares owned of record by CIBR and all other documents required to effect the sale of the Shares owned by CIBR, free of any liens, including appropriate documentation providing indemnities to the KO Shareholders regarding its title to the Shares held of record by CIBR in form and substance reasonably satisfactory to the KO Shareholders. The KO Shareholders and CIBR shall each pay one-half of any sales, use, value added, stamp, documentary, filing, recordation, registration and other similar taxes, if any, together with any interest, additions, fines, costs or penalties thereon and any interest in respect of any additions, fines, costs or penalties, incurred in connection with such sale (the “Stamp Taxes”), whether levied on the KO Shareholders or CIBR. Unless otherwise required by applicable Laws, CIBR shall be responsible for preparing and timely filing any tax returns required with respect to any such Stamp Taxes. Payment of any such Stamp Taxes by the KO Shareholders to CIBR pursuant to this paragraph shall be made to CIBR no later than two chief executive officers after at least three Business Days before the due date of the applicable payment. CIBR shall provide the KO Shareholders with the tax returns required with respect to any Stamp Taxes and proof of payment within five Business Days following the payment of any such meetingsStamp Tax. The KO Shareholders and CIBR shall cooperate with each other in order to minimize applicable Stamp Taxes in a manner that is mutually agreeable and in compliance with applicable Law, then and shall in connection therewith execute such documents, agreements, applications, instruments, or other forms as reasonably required, and shall permit any such Stamp Taxes to be assessed and paid in accordance with applicable Law. For the avoidance of doubt, taxes imposed on CIBR with respect to any gain or income on the sale of the Shares to the KO Shareholders shall be borne exclusively by CIBR and CIBR shall be responsible for preparing and timely filing any tax returns required with respect to any such taxes subject to applicable withholding by KO Shareholders, if any. (d) If during the Initial Four-Year Period the Board is unable to agree by the required vote on an Annual Normal Operations Plan for any period prior to the commencement of such period, the Shareholders agree to cause the Board to take all necessary action to approve a provisional Annual Normal Operations Plan for such period, which provisional Annual Normal Operations Plan shall provide that (i) to the extent the Board agrees by the required vote (which shall include the affirmative vote of the KO Directors) upon individual line items in the proposed Annual Normal Operations Plan, such agreed upon individual line items shall be included in such provisional Annual Normal Operations Plan, and (ii) to the extent that there is no agreement by the required vote with respect to an individual line item in such Annual Normal Operations Plan, the individual line item from the Annual Normal Operations Plan for the immediately preceding corresponding period shall be included, subject to adjustment (without duplication) to reflect increases or decreases resulting from the following events: (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved operation of escalation or de-escalation provisions in contracts in effect during the period covered by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or prior Annual Normal Operations Plan; (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice increases or decreases in expenses attributable to the other Shareholder annualized effect of employee additions or reductions during the last year of the period covered by the prior Annual Normal Operations Plan; (C) increases or decreases in expenses attributable to the actual growth of or decline of sales for the fiscal year immediately preceding the period covered by the provisional Annual Normal Operations Plan as compared to the actual sales that served as the basis for the preparation of the prior Annual Normal Operations Plan; (D) increases in any expenses in an amount equal to the total of the expenses reflected in the last year covered by the prior Annual Normal Operations Plan multiplied by the increase in the Consumer Price Index for the prior year; and (E) the continuation of the effects of a decision consented to by the KO Directors that are not reflected in the prior Annual Normal Operations Plan if and to the Board extent the effects of Directors such decision was reasonably foreseeable at the time such decision was consented to by the KO Directors. For the avoidance of JVCOdoubt, cause (i) the JV provisional Annual Normal Operations Plan pursuant to this Section 4.2(d), including any agreement as to any line item thereto by the KO Directors, shall not be liquidateddeemed to resolve any Impasse Matter or Deadlocked Matter and (ii) the provisional Annual Normal Operations Plan shall exclude any plan or decision relating to any Specified Action and any funding related thereto.

Deadlock. In 13.1 A deadlock will occur if a resolution is proposed in a duly convened meeting of the board of directors or at a duly convened meeting of the Company, or if a request for approval contemplated by Clause 5.1 is made, and: (a) a quorum is not achieved at the meeting other than through the non-attendance of the proposer of the resolution and a quorum is also not achieved at any adjourned meeting; or (b) if either (i) KSB or both the A Directors nominated by KSB (or if only one such director is present, that A Director) or (ii) BBT or both the B Directors nominated by BBT (or if only one such director is present, that B Director), (other than in either case the proposing party, or the director or directors nominated by the proposing party) votes against the resolution or abstains from voting; or (c) in the case of a request for approval under Clause 5.1, such approval is not forthcoming within 20 Business Days of the date the request is received in writing. 13.2 KSB or BBT may within 30 days of the event of a Deadlock, either Shareholder may notify that has given rise to the other in writing that a Deadlock exists deadlock serve notice (a “Deadlock Notice”)) on the other party stating that in its opinion a deadlock has occurred and identifying the matter over which the parties are deadlocked. 13.3 The parties undertake that following service of the Deadlock Notice they shall attempt in good faith to resolve the deadlock promptly by negotiation between senior executives of KSB and BBT. Upon delivery If such senior executives are unable to reach a mutually acceptable resolution of the deadlock within a period of 30 days following the date of the Deadlock Notice, KSB and BBT undertake to submit the Shareholders shall endeavor to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver matter to the other mediation procedures set out in Clause 13.4, upon receipt of a written request (the “Deadlock Meeting RequestMediation Notice”) that therefor by either KSB or BBT within a period of 45 days following the matter that is the subject Deadlock Notice. 13.4 If either party by notice in writing under Clause 13.3 invokes mediation, then senior executives from each of KSB and BBT shall mutually agree upon a mediator within England. Each of them shall propose a list of up to five names within 10 Business Days of the Deadlock date of the Mediation Notice. Each such name proposed shall be considered of an independent third party with appropriate experience and expertise. If any of the names are the same the parties shall agree upon a mediator from the names they have jointly proposed. If none of the names are the same then the party who initiates mediation shall select a mediator from the list provided by the respective chief executive officers non-initiating party. All lists of Fosun Pharma and Chindex who mediators shall meet together in person include a full resume for each mediator named on the list. The parties shall complete the process of selecting a mediator within thirty (30) days after delivery 15 Business Days of the Deadlock Meeting Request and use their reasonable efforts date of the Mediation Notice. 13.5 If neither KSB nor BBT elect to appoint a mediator within the stipulated period or they are unable to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of deadlock within 30 days from the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms date of such resolution, and JVCO appointment then this Agreement will terminate and the Shareholders shall cause the terms of such resolution to Company will be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma wound up in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidatedaccordance with Clause 18.

Deadlock. In (a) If at two (2) successive meetings of the event of Board, the Directors are unable to reach a decision by the required vote regarding any the matter submitted for consideration by the Board at such meetings (a “Deadlock”), the Board shall refer the matter subject to the Deadlock to the Class B Stockholders, who shall vote on such matter and, if the stockholder vote results in a Deadlock, either Shareholder may notify attempt to resolve such matter within twenty (20) days after referral to them of the other in writing that issue subject to a Deadlock exists (or, if mutually agreed by the Class B Stockholders, a “Deadlock Notice”longer period of time). Upon delivery of a Deadlock Notice, Any resolution agreed to by the Shareholders Class B Stockholders shall endeavor be final and binding on the Company and the Stockholders. (b) If the issue subject to resolve the Deadlock in good faith. If such Deadlock has not been resolved in accordance with Section 2.03(a), then within forty-five fifteen (4515) days after of the delivery of written determination by the Class B Stockholders that no agreement can be reached with respect to such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request issue (the “Deadlock Meeting RequestCall Period”), the Xcel Stockholder shall have the right (a “Call Right”) by written notice to the Hilco Stockholder (the “Call Notice”) to purchase all (and not less than all) of the Class B Common Stock owned by the Hilco Stockholder and its Permitted Transferees. If the Hilco Stockholder has not received from the Xcel Stockholder a Call Notice prior to the expiration of the Call Period, the Hilco Stockholder shall have the right (a “Put Right”) (exercisable within fifteen (15) days following the expiration of the Call Period) to require the Xcel Stockholder to purchase all (and not less than all) of the Class B Common Stock held by the Hilco Stockholder and its Permitted Transferees. (c) The purchase price payable by the Xcel Stockholder upon the exercise of a Call Right or Put Right, as the case may be, shall be equal to either (i) in the event that the matter that Class A Common Stock is listed for trading on the subject NASDAQ Stock Market, the New York Stock Exchange, the NYSE American stock exchange, or another national securities exchange, or quoted on the OTC bulletin board or other over the counter market, the per share purchase price shall be equal to the average closing sale price for the last ten (10) trading days of the Deadlock be considered Class A Common Stock or (ii) the appraised value of the Common Stock held by the Hilco Stockholder and its Permitted Transferees calculated as a proportion (based on the Common Stock ownership percentage of the Hilco Stockholder) of the overall fair market value of the Company determined on a going concern basis as between a willing buyer and willing seller with no discounts for lack of liquidity or a minority interest, which shall be determined in accordance with the procedures set forth below (the “Appraised Value”): (i) Within fifteen (15) days of the exercise of the Call Right or Put Right, as the case may be, the Class B Stockholders shall appoint [NAME OF ACCOUNTING FIRM] or such other firm of independent accountants of national standing to which the Class B Stockholders agree and which has not provided substantial services to the Company, any Class B Stockholder, or any of their respective chief executive officers Affiliates within the preceding two (2) years (the “Independent Accountant”) to determine the Appraised Value of Fosun Pharma the Common Stock held by the Hilco Stockholder and Chindex who its Permitted Transferees. The Class B Stockholders shall meet together instruct the Independent Accountant to render its determination of the Appraised Value in person writing within thirty (30) days after delivery of such Independent Accountant's appointment. The determination of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting Independent Accountant shall be held (i) in Shanghai, China or final for all purposes of this Section 2.03. The costs and expenses of the Independent Accountant shall be borne equally by the Class B Stockholders. (ii) at To enable the Independent Accountant to conduct the valuation, the Class B Stockholders and the Company shall furnish to the Independent Accountant such other location information as the Independent Accountant may request, including information regarding the Business and the Company's assets, properties, financial condition, earnings, and prospects. (d) Within fifteen (15) days after the date of the final determination of the Appraised Value (which period shall be extended solely to the extent needed to obtain any required Government Approvals, provided, that the Hilco Stockholder shall, and shall cause its Permitted Transferees to, have used their reasonable best efforts to obtain such approval in a timely manner), the Hilco Stockholder shall, and shall cause its Permitted Transferees to, sell to the Xcel Stockholder, free and clear of any Liens, all of the Class B Common Stock held by them. (e) Each Stockholder shall take all actions as may be mutually acceptable reasonably necessary to such chief executive officers. The chief executive officers consummate the sale contemplated by this Section 2.03, including entering into agreements and delivering certificates and instruments and consents as may agree be deemed necessary or appropriate. (f) At the closing of any sale and purchase pursuant to extend any this Section 2.03, the Hilco Stockholder shall, and shall cause its Permitted Transferees to, deliver to the Xcel Stockholder the certificate or certificates representing their Common Stock (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Xcel Stockholder by certified or official bank check or by wire transfer of immediately available funds. (g) During the continuation of any Deadlock and prior to the closing of any sale and purchase pursuant to this Section 2.03, the Company shall continue to operate in a manner consistent with its prior practices and this Agreement until such time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If as such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidatedresolved.

Deadlock. In 14.1 The Parties and their respective PERMITTED NOMINEES expressly agree and confirm that in case of any major impasse / deadlock having arisen in the event operation of a Deadlock, either Shareholder may notify the other in writing that a Deadlock exists (a “Deadlock Notice”). Upon delivery JVC which pertains and is material to the further or future operation of a Deadlock Noticethe business of JVC, the Shareholders Parties shall endeavor cause their nominated directors to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver prepare and circulate to the other Party or Parties a written request (memorandum or a statement setting out its position on the “Deadlock Meeting Request”) that the matter that issue on which there is the subject of the Deadlock disagreement and its reasons for adopting such position. Each such memorandum or statement shall then be considered by the respective chief executive officers chairman of Fosun Pharma managing board of GPL, SEIL and Chindex TIC then holding office who shall meet together in person use their best endeavours to resolve such an impasse / deadlock. Such process shall be completed within thirty a period of 45 (30forty-five) days after delivery of the Deadlock Meeting Request impasse/deadlock having arisen, unless such period is extended by mutual agreementby three chairman. An impasses / deadlock arises on the date one Party receives a written communication from the other conveying the basis of such other Party coming to the conclusion of which the deadlock is and use their reasonable efforts how it has arisen. Despite the aforesaid if the panel of the chairman is unable to resolve the Deadlock. Such meeting impasse / deadlock, that the deadlock shall be deemed to be a major impasse / deadlock and in the event ultimate solution of any major impasses/deadlock shall be as provided hereinafter in this Clause. In the event any Party(hereinafter referred to as “Selling Party”) desires to sell its shareholding in the JVC, the other Parties(hereinafter referred to as “Purchasing Parties”) shall have the first right to inquire it including its PERMITTED NOMINEES to sell its shareholding to themselves at a fair price which shall be determined in accordance with Clause 5.3 of this Agreement. 14.2 In case Purchasing Parties have notified Selling Party in writing that it or its PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the share held (i) by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in ShanghaiClause 14.1, China or (ii) at provided that such other location as may be mutually a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of share to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. 14.3 Once an impasses/ deadlock has deemed to have arisen till such chief executive officers. The chief executive officers may agree to extend any time the impasses/ deadlock is resolved, the directors of the time periods specified above with respect to any Deadlock. If Boardshall function as trustees for the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out smooth and continued operation and functioning of the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidatedJVC.

Deadlock. (a) In the event of a DeadlockDeadlock Event, either Shareholder may notify the other in writing that a Deadlock exists (a “Deadlock Notice”). Upon delivery of a Deadlock Notice, the Shareholders CBL and BCP shall endeavor to resolve the Deadlock negotiate in good faith. If such Deadlock has not been resolved within forty-five faith for a thirty (4530) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request day period (the “Deadlock Meeting RequestNegotiation Period”) to resolve such Deadlock Event. (b) In the event that CBL and BCP are unable to amicably settle the Deadlock Event during the Deadlock Negotiation Period, then each of CBL and BCP shall have the right to provide a written notice (the “Buy-Sell Notice,” the party providing such notice the “Offering Participant” and the party receiving such notice the “Electing Participant”) offering to, at the election of the Electing Participant, purchase all of the Electing Participant’s Participation Interests or sell all of the Offering Participant’s Participation Interests at the price specified in the Buy-Sell Notice. (c) The Electing Participant shall have ninety (90) Business Days (the “Election Period”) to elect to sell its Participation Interests or buy the Offering Participant’s Participation Interests at the price specified in the Buy-Sell Notice and, in the event that the matter that is Electing Participant does not provide written notice of its election within such ninety (90) Business Day period, then the subject Electing Participant shall be deemed to have elected to sell its Participation Interests at the Purchase Price set forth in the Buy-Sell Notice. (d) The Participant selling its Participation Interests pursuant to this Section 3.6 shall assign its Participation Interests to the purchasing Participant free and clear of all liens and encumbrances whatsoever by entering into a participation interest purchase agreement and perform any and all actions required under applicable law in order to assign its Participation Interests (including, but not limited to, notary certification of the Deadlock be considered by the respective chief executive officers of Fosun Pharma participation interest purchase agreement and Chindex who shall meet together in person within thirty (30) days after delivery notary certification of the Deadlock Meeting Request application). The closing of the purchase and use their reasonable efforts sale of the Participation Interests pursuant to resolve this Section 3.6 shall occur within ten (10) Business Day after the Deadlocktermination of the Election Period. Such meeting The purchase price shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any paid by wire transfer of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidatedimmediately available funds.