UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934

Alliance HealthCare Services, Inc. 

(Name of Issuer)

Common Stock, par value $0.01 per share 

(Title of Class of Securities)

08606103 

(CUSIP Number)

Qisen Huang
Chairman

Fujian Thai Hot Investment Co., Ltd

No. 43 Hudong Road

Olympic Building

Fuzhou City, Fujian Province, China 350003

Fax: (86)-591-8760-1956

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 29, 2016 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

This statement on Schedule 13D (the “Statement”) relates to the common stock, par value $0.01 per share (“Common Stock”), of Alliance HealthCare Services, Inc., a California corporation (“Issuer”).  Issuer’s principal executive offices are located at 100 Bayview Circle, Suite 400, Newport Beach, California 92660.

This Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”):

The foregoing entities are hereinafter referred to collectively as the “Reporting Persons”. 

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons expressly declare that the filing of this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this Statement held by any other person.

(a)-(c)

Fujian Thai Hot is an investment holding company with investments in multiple business lines, including real estate, finance, biomedicine, hospitality and chemical engineering.

THAIHOT Cayman is a special purpose entity formed to hold Common Stock of the Issuer. THAIHOT Cayman is an indirect wholly owned subsidiary of Fujian Thai Hot.

Mr. Qisen Huang is the 95% shareholder and director of Fujian Thai Hot, and the sole director of THAIHOT Cayman.

The address of the principal place of business and principal office of the Reporting Persons is Fujian Thai Hot Investment Co., Ltd, No. 43 Hudong Road, Olympic Building, Fuzhou City, Fujian Province, China 350003.  

(d)-(e)

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

During the last five years, neither the Reporting Persons, nor, to the best of their knowledge, any of their respective executive officers, directors, general partners, members or portfolio managers (as applicable), (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Fujian Thai Hot is an entity organized under the laws of the People’s Republic of China.

THAIHOT Cayman is an entity organized under the laws of the Cayman Islands.

Mr. Qisen Huang is a Hong Kong citizen.

On September 16, 2014, Fujian Thai Hot entered into a Stock Purchase Agreement (as amended on January 5, 2016 and on January 22, 2016, the “Agreement”), pursuant to which Fujian Thai Hot agreed to purchase 5,537,945 shares of the Issuer’s Common Stock from funds managed by Oaktree Capital Management, L.P. (“Oaktree”), MTS Health Investors, LLC (“MTS”), and Larry C. Buckelew (together with Oaktree and MTS, the “Sellers”), for approximately $102.5 million or $18.50 per share (the “Transaction”).  The Transaction was consummated on March 29, 2016 and on such date THAIHOT Cayman, as the assignee of Fujian Thai Hot’s rights under the Agreement, acquired 5,537,945 shares of the Issuer’s Common Stock. The Transaction was funded through the Reporting Persons’ working capital.  The above description of the Agreement is qualified in its entirety by the text of the Agreement, a copy of which is filed as Exhibit 2, Exhibit 3 (the amendment on January 5, 2016) and Exhibit 4 (the amendment on January 22, 2016) hereto and incorporated herein by reference.

Stock Purchase Agreement

The responses set forth in Item 3 are incorporated herein by reference.

Assignment of Registration Rights

In connection with the Transaction, Oaktree and MTS assigned substantially all of their respective rights and obligations under a Registration Rights Agreement, dated as of November 2, 1999, among the Issuer, Oaktree, MTS, and the other parties thereto, to THAIHOT Cayman pursuant to an assignment agreement (the “Assignment”). The above description of the Assignment is qualified in its entirety by the text of the Assignment, a copy of which is filed as Exhibit 5 hereto and incorporated herein by reference.

Governance, Voting and Standstill Agreement

On March 29, 2016, the Thai Hot Parties entered into a Governance, Voting and Standstill Agreement (the “Governance Agreement”) with the Issuer with respect to the Transaction. The Governance Agreement is effective as of the closing of the Transaction.

Pursuant to the Governance Agreement, THAIHOT Cayman and its affiliates are prohibited, for a period of three years from the date of the closing of the Transaction (the “Standstill Period”), from acquiring additional shares of the Issuer’s Common Stock without the prior consent of a majority of the unaffiliated directors, provided that, if THAIHOT Cayman’s beneficial ownership falls below 51.5% of the outstanding Common Stock, THAIHOT Cayman has the right to acquire additional shares to maintain its beneficial ownership at up to 51.5% if such right is exercised within 120 days of THAIHOT Cayman’s beneficial ownership level falling below such level.

During the Standstill Period and for so long as THAIHOT Cayman beneficially owns at least 35% of the outstanding Common Stock, THAIHOT Cayman will have the right to nominate for election to the Board of Directors of the Issuer (the “Board”) the number of directors necessary to comprise a majority of the Board, with THAIHOT Cayman’s nominees allocated as equally as possible among the different classes of the Board. Pursuant to the terms of the Governance Agreement, the initial THAIHOT Cayman nominees are Qisen Huang, Heping Feng and Tao Zhang and each shall serve on a different class of the Board. In addition, as long as THAIHOT Cayman beneficially owns at least 35% of the outstanding Common Stock, subject to approval by a majority of unaffiliated directors, Qisen Huang shall be the Chairman of the Board and Heping Feng and Tao Zhang shall each serve on both the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.

In accordance with the terms of the Governance Agreement, THAIHOT Cayman has nominated Mr. Qisen Huang, Mr. Heping Feng and Mr. Tao Zhang for appointment to the Board. On March 23, 2016, the Board approved the appointment of the foregoing nominees, contingent upon and effective as of the closing of the Transaction. The new directors replaced Michael P. Harmon, Curtis S. Lane and Aaron A. Bendikson who resigned from the Board effective as of the closing of the Transaction. Mr. Feng and Mr. Zhang have been appointed to serve on the Compensation and the Nominating and Corporate Governance Committees of the Board. Mr. Huang has been appointed as Chairman of the Board. The new directors are each appointed to the class set out below: Mr. Feng to Class I (with a term expiring in 2017), Mr. Huang to Class II (with a term expiring in 2018) and Mr. Zhang to Class III (with a term expiring in 2016).

In the event that THAIHOT Cayman beneficially owns less than 35% but at least 25% of the outstanding Common Stock, THAIHOT Cayman will have the right to nominate for election three members to the Board who will each serve on a different class of the Board, and the right to nominate one director to serve on each of the Compensation Committee and the Nominating and Corporate Governance Committee. In the event THAIHOT Cayman beneficially owns less than 25% but at least 15% of the outstanding Common Stock, THAIHOT Cayman will have the right to nominate for election one member to the Board, and it will lose its right to have any of its nominated directors serve on the Compensation Committee or the Nominating and Corporate Governance Committee. In the event THAIHOT Cayman beneficially owns less than 15% of the outstanding Common Stock, THAIHOT Cayman will have no contractual rights to nominate for election any members to the Board. Any appointment of a THAIHOT Cayman nominee to the Board, the Compensation Committee or the Nominating and Corporate Governance Committee is subject to approval of the nominee by a majority of the unaffiliated directors based on a determination of, among other things, the nominee’s independence or other qualifications to serve on the Board or committees of the Board under applicable rules of the NASDAQ Stock Market, the Internal Revenue Service or the Securities and Exchange Commission. In the event that a THAIHOT Cayman nominee is not approved by a majority of the unaffiliated directors, THAIHOT Cayman will be entitled to designate a replacement, and such replacement shall also be subject to approval by a majority of the unaffiliated directors as set forth above. During the Standstill Period, THAIHOT Cayman agrees to vote its shares in favor of the individuals nominated by the Nominating and Corporate Governance Committee for election to the Board and will not vote for removal of such nominees unless such removal is recommended by the Nominating and Corporate Governance Committee. THAIHOT Cayman has granted a power of attorney to the President of the Company and a designee of the unaffiliated directors and authorized them to vote THAIHOT Cayman’s

shares if THAIHOT Cayman fails to vote in a manner that is consistent with the terms of the Governance Agreement.

Pursuant to the terms of the Governance Agreement, for so long as THAIHOT Cayman and its affiliates beneficially own at least 15% of the outstanding Common Stock or one or more individuals affiliated with THAIHOT Cayman is a member of the Board, subject to certain exceptions, the Thai Hot Parties will not, and will cause their respective affiliates not to, directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of any business that directly competes with the business of the Issuer as currently conducted. The parties agree that the Thai Hot Parties will each use their commercially reasonable best efforts to provide assistance to the Issuer as may be reasonably requested in connection with the operation of the Issuer’s business and the Issuer’s pursuit of worldwide growth opportunities without any management, consulting, advisory or similar fee or expense to the Company other than reimbursement of reasonable out-of-pocket expenses incurred by the Thai Hot Parties in providing such requested assistance by the Issuer.

Pursuant to the Governance Agreement, the Issuer will be reimbursed for the following Issuer expenses related to the Transaction: (i) 100% of the fees and expenses incurred by the Issuer in connection with the amendment or waiver of certain restrictions contained in its Credit Agreement dated as of June 3, 2013 (as amended to date), among the Issuer, the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and (ii) all reasonable and documented fees and expenses incurred by the Issuer in connection with the Transaction in excess of $1 million. Pursuant to the Agreement, the Sellers agreed to bear a portion of the foregoing expenses.

Pursuant to the Governance Agreement, the Thai Hot Parties provided customary undertakings to maintain the confidentiality of the information disclosed to them in connection with the business of the Issuer.

The above description of the Governance Agreement is qualified in its entirety by the text of the Governance Agreement, a copy of which is filed as Exhibit 6 hereto and incorporated herein by reference.

The Reporting Persons continuously evaluate the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional shares of the Issuer’s Common Stock will be acquired by the Reporting Persons or by other accounts or funds associated with the Investors or whether the Reporting Persons or any such other accounts or funds will dispose of shares of the Issuer’s Common Stock.  At any time, subject to the Governance Agreement, additional shares of Common Stock may be acquired or some or all of the shares of the Issuer’s Common Stock beneficially owned by the Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise.  Except as otherwise disclosed herein, the Reporting Persons currently have no plans or proposals which would relate to or would result in any of the matters described in Items 4 (a)-(j) of Schedule 13D; however, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matter and, subject to applicable law, may formulate a plan with respect to such matters, and from time to time, the Investors may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

(a)-(b)

The Reporting Persons own 5,537,945 shares of Common Stock, constituting approximately 52.2% of the issued and outstanding Common Stock. 

Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in shares of Common Stock.

All ownership percentages of the securities reported in this Statement are based upon 10,616,884 shares of Common Stock outstanding as of March 7, 2016, as represented by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

(c)

Other than the transaction described in Item 3, none of the Reporting Persons, and to the best of their respective knowledge, none of their respective executive officers, directors or general partners has effected any transaction involving the Issuer’s Common Stock during the last 60 days from the date hereof.

(d)

Except as set forth in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not Applicable

The responses set forth in Item 3 and Item 4 are incorporated herein by reference.

Except as described above and elsewhere in this Statement, as of the date hereof, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the Shares.

A copy of the Agreement is filed hereto as Exhibit 2 and a copy of the Standstill Agreement is filed hereto as Exhibit 3.

The following are filed herewith as Exhibits to this Schedule 13D:

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  April 8, 2016

EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned acknowledges and agrees that the foregoing Statement on Schedule 13D is filed on behalf of the undersigned.  Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated as of April 6, 2016.

Exhibit A-1

Exhibit 2

STOCK PURCHASE AGREEMENT

By and Among

Fujian Thai Hot Investment Co., Ltd,

OCM Principal Opportunities Fund IV, L.P.,

MTS Health Investors II, L.P.,

Alliance-Oaktree Co-Investors, LLC,

Alliance-MTS Co-Investors I, LLC

Alliance-MTS Co-Investors II, LLC

and

Larry C. Buckelew

Dated as of
September 16, 2015

TABLE OF CONTENTS

Page

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 16, 2015, by and among 福 建 泰 禾 投 资 有 限 公 司 (Fujian Thai Hot Investment Co., Ltd), an entity organized under the laws of the People’s Republic of China (the “Purchaser”), OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), MTS Health Investors II, L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”), Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company (“Co-Investors II”), and Larry C. Buckelew (“Buckelew” and, together with OCM Fund, MTS, Co-Investors, Co-Investors I and Co-Investors II, the “Sellers”).

RECITALS

WHEREAS, the Sellers are the record and beneficial owners of (or in the case of Buckelew, vested options to purchase) an aggregate of 5,537,945 shares of common stock, par value $0.01 per share (“Common Stock”), of Alliance HealthCare Services, Inc., a Delaware corporation (the “Company”);

WHEREAS, the Purchaser desires to acquire from the Sellers (the “Share Purchase”), and the Sellers desire to sell to the Purchaser, severally and not jointly, all of their right, title and interest in and to the aggregate amount of 5,537,945 shares of Common Stock (the “Shares”), on the terms and subject to the conditions contained herein;

WHEREAS, this Agreement and the transactions contemplated hereby have been approved by all requisite action on the part of the Sellers and the Purchaser;

WHEREAS, the parties intend that the purchase and sale of the Shares contemplated by this Agreement shall be conditioned upon the Company’s Board of Directors approving such purchase and sale for purposes of Section 203 of the Delaware General Corporation Law (“Section 203”), and that prior to such approval the Purchaser shall not become or be deemed to be a beneficial owner of the Shares for any purposes, including under Section 203; and

WHEREAS, at the Closing (as defined below), the Purchaser and the Company will enter into a Governance Agreement that will contain the terms set forth on Exhibit A attached hereto (such agreement, the “Governance Agreement”).

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

ARTICLE I

DEFINITIONS AND^. TERMS

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.

“Agreement” shall mean this Agreement, together with the Schedules and Exhibits hereto, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

“Buckelew Shares” shall have the meaning set forth in Section 3.3 hereof.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in the City of New York or Beijing, China are authorized or obligated by Law or executive order to close.

“CFIUS” means the Committee on Foreign Investment in the United States, which, as the context may require, includes any member agency or governmental subdivision of the United States government that is a CFIUS member as specified in Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007, P.L. 110-49, 121 Stat. 246. and otherwise (codified at 50 U.S.C. App. 2170) and regulations thereto, codified at 31 C.F.R. Part 800, et seq., as amended.

“CFIUS Clearance” means (i) the issuance of a written notice by CFIUS that it has concluded a review of the notification voluntarily provided pursuant to the DPA with respect to the transactions contemplated hereby and determined not to conduct a full investigation, (ii) if CFIUS shall have undertaken a full investigation, CFIUS shall have issued a written notification that the U.S. government will not take action to prevent the transactions contemplated hereby or (iii) if CFIUS shall have sent a report to the President of the United States requesting the President’s decision and (x) the President shall have announced a decision not to take any action to suspend or prohibit the transactions contemplated hereby or (y) having received a report from CFIUS requesting the President’s decision, the President shall not have taken any action after 15 days from the date the President received such report from CFIUS.

“Closing” shall mean the closing of the transactions contemplated by this Agreement, as provided for in Section 2.1 hereof.

“Closing Date” shall have the meaning set forth in Section 2.1 hereof.

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

“Company” shall have the meaning set forth in the recitals hereto.

“Company Material Adverse Effect” means a material adverse effect on the financial condition, business, assets or results of operations of the Company and its subsidiaries, taken as a whole, excluding any effect resulting from (A) changes in the financial or securities markets or general economic or political conditions, except to the extent they have a materially

disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its subsidiaries operate, (B) changes or conditions generally affecting the industries in which the Company and its subsidiaries operate, except to the extent they specifically relate to or have a materially disproportionate effect on the Company and its subsidiaries, taken as a whole, (C) acts of war, sabotage or terrorism or natural disasters, except to the extent they have a materially disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its subsidiaries operate, (D) any failure by the Company and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period, or any changes in the market price or trading volume of the Common Stock or in the Company’s credit rating (it being understood that this clause (D) shall not prevent a party from asserting that any fact, change, event, occurrence or effect that may have caused or contributed to such failure or change independently constitutes or contributes to a Company Material Adverse Effect), (E) the taking of any action required by this Agreement or the announcement of the transactions contemplated hereby, including by reason of the identity of the Purchaser or any communication by the Purchaser regarding its plans or intentions with respect to the conduct of the Company’s business or (F) changes in applicable Laws or GAAP.

“Consents” shall have the meaning set forth in Section 3.4(b) hereof.

“Contract” shall mean any bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument.

“DPA” shall mean the Defense Production Act of 1950, as amended.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” means generally accepted accounting principles in the United States.

“Governance Agreement” shall have the meaning set forth in the recitals hereto.

“Governmental Authority” shall have the meaning set forth in Section 3.4(b) hereof.

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

“Laws” shall mean any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment or decree, administrative order or decree, administrative or judicial decision, and any other executive or legislative proclamation.

“Liens” shall mean any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or other adverse interests or restrictions on title or transfer.

“MOFCOM” shall have the meaning set forth in Section 4.3(b) hereof.

“NDRC” shall have the meaning set forth in Section 4.3(b) hereof.

“Organizational Documents” shall mean, with respect to a corporation, its Articles or Certificate of Incorporation and Bylaws, including any amendments or restatements thereof, with respect to a limited liability corporation, its Articles or Certificate of Organization or Formation and Limited Liability Company Agreement or Operating Agreement, including any amendments or restatements thereof, with respect to a partnership, its partnership agreement, and with respect to any other entity type, any similar organizational documents, in each case, currently in effect.

“Person” shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity or organization.

“PRC” shall have the meaning set forth in Section 4.3(b) hereof.

“Purchaser” shall have the meaning set forth in the preamble hereto.

“Registration Rights Agreement” shall have the meaning set forth in Section 3.3 hereto.

“Related Party” shall have the meaning set forth in Section 8.12 hereof.

“Replacement Shares” shall have the meaning set forth in Section 6.4 hereof.

“SAFE Designated Bank” shall have the meaning set forth in Section 4.3(b) hereof.

“Section 203” shall have the meaning set forth in the recitals hereto.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller Fundamental Representations” means the representations and warranties set forth in Sections 3.1, 3.2, 3.3 and 3.5.

“Sellers” shall have the meaning set forth in the preamble hereto.

“Share Purchase” shall have the meaning set forth in the recitals hereto.

“Shares” shall have the meaning set forth in the preamble hereto.

“Termination Date” shall have the meaning set forth in Section 7.1(b) hereof.

Other Definitional Provisions.

(a) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(c) The term “dollars” and character “$” shall mean United States dollars.

(d) The word “including” shall mean including, without limitation, and the words “include” and “includes” shall have corresponding meanings.

ARTICLE II

CLOSING;
PURCHASE AND SALE OF SHARES

Closing. The closing of the Share Purchase (the “Closing”) shall take place at the office of Davis Polk and Wardwell LLP, 2201 China World Office 2, 1 Jian Guo Men Wai Avenue, Chaoyang District, Beijing 100004, China, at 10:00 a.m. (California time), on the second Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions precedent specified in Article VI, or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall, severally and not jointly, sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall, purchase, acquire and accept from the Sellers, all right, title and interest in and to the Shares, free and clear of any and all Liens, except for any Liens arising under the Securities Act or any applicable state or foreign securities Laws. For the avoidance of doubt, subject to Section 6.4, the Purchaser shall not be required to purchase any Shares from any Seller unless and until all Sellers are concurrently selling and delivering all of their Shares to the Purchaser.

Conveyance. At the Closing, each Seller shall deliver to the Purchaser certificates representing the number of Shares set forth opposite such Seller’s name on Schedule I hereto, each such certificate to be duly and validly endorsed in favor of the Purchaser or accompanied by a separate stock power duly and validly executed by such Seller.

Consideration. At the Closing, in consideration of such sale, conveyance, assignment, transfer and delivery of the Shares by each Seller, severally and not jointly, the Purchaser shall pay or cause to be paid to or at the direction of each Seller, the amount in United States dollars set forth opposite such Seller’s name on Schedule I hereto by wire transfer to the applicable accounts identified by the Sellers at least two (2) Business Days prior to the Closing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF
THE SELLERS

Each Seller, severally and not jointly, hereby represents and warrants to the Purchaser as follows:

Organization. Such Seller (other than Buckelew) is a limited partnership or limited liability company, as the case may be, duly formed, validly existing and in good standing under the laws of the State of California or Delaware, as the case may be, and has all requisite power and authority to own, lease and operate all of its properties and assets and to conduct its business as it is now being conducted.

Authority; Binding Effect. Such Seller has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Other than with respect to Buckelew, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary limited liability company or limited partnership action, as the case may be, on the part of such Seller, and no other action on the part of such Seller is required to authorize the execution, delivery and performance hereof, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting enforcement of creditors’ rights generally and (ii) equitable limitations on the availability of specific remedies (whether considered in a proceeding in equity or at law).

Title to Shares; Conveyance. Such Seller (other than Buckelew) is the record and beneficial owner of the number of Shares set forth opposite such Seller’s name on Schedule I hereto and has good and valid title to all of such Shares, free and clear of all Liens, except Liens arising under the Securities Act or any applicable state securities Laws. As of the date hereof, Buckelew holds certain fully vested stock options and, as of the Closing, such stock options will have been exercised for the number of shares of Common Stock set forth opposite Buckelew’s name on Schedule I attached hereto (the “Buckelew Shares”), entitling Buckelew to receive from the Company at or prior to the Closing all of the Buckelew Shares. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and delivered by such Seller to the Purchaser at the Closing will be duly executed and delivered by such Seller. Such Seller (other than Buckelew) has certain registration rights with respect to the Shares under that certain Registration Rights Agreement, dated as of November 2, 1999, by and among the Company, Viewer Holdings LLC, a Delaware limited liability company (“Viewer”), Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P. and Apollo (U.K.) Partners III, L.P. (the “Registration Rights Agreement”) that such Seller received pursuant to that certain Assignment, dated April 16, 2007, by and among Viewer, OCM Fund, MTS, Co-Investors, Co-Investors I and Co-Investors II, and the assignment of such Seller’s registration rights to be executed and delivered by such Seller to the Purchaser at the Closing will be valid and binding

obligations of such Seller, enforceable against such Seller in accordance with its terms.

No Violation; Consents and Approvals.

(a) The execution and delivery of this Agreement by such Seller and the consummation by such Seller of the transactions contemplated hereby will not (i) to the extent such Seller has Organizational Documents, conflict with or violate the Organizational Documents of such Seller, (ii) conflict with or violate any Laws applicable to such Seller or by which its properties or assets are bound or are subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payments under, or result in the creation of a Lien on any of the properties or assets of such Seller under, any material Contract to which such Seller is a party or by which its properties or assets are bound or subject, which breach, default, conflict, right of termination, amendment, acceleration, cancellation, payment or Lien would materially impair such Seller’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by such Seller does not, and the performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby will not, require such Seller to make any filing with, obtain any permit, authorization, consent or approval of, or given any notice to (“Consents”), any court, tribunal, legislative, executive or regulatory authority or agency (a “Governmental Authority”), or any third party, except for filings pursuant to the DPA, the HSR Act, the Securities Act and the Exchange Act.

Brokers. Except as set forth on Schedule 3.5, such Seller has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any brokers’ or finders’ fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement. The Sellers (other than Buckelew) are solely liable for any amounts payable to the Person set forth on Schedule 3.5 in connection with the transactions contemplated by this Agreement, and none of the Purchaser, the Company or any of its subsidiaries will have any liability in connection therewith.

No Other Representations. Except for the representations and warranties contained in this Article III and the warranties that inure to the benefit of a purchaser of stock under Section 8-108 of the Uniform Commercial Code, the Purchaser acknowledges and agrees that none of the Sellers, the Company, or any Affiliate of a Seller or the Company nor any other Person has made or makes any other express, implied or statutory representation or warranty with respect to the Sellers, individually or collectively, the Shares or with respect to the Purchaser’s acquisition of the Shares, including any representations or warranties as to the Company, its business, its future financial condition or results of operations, including any financial projections provided by the Company, a Seller or any of their respective representatives to the Purchaser.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER

The Purchaser hereby represents and warrants to each Seller as follows:

Organization. The Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of the People’s Republic of China, and has all requisite power and authority to own, lease and operate all of its properties and assets and to conduct its business’ as it is now being conducted.

Authority; Binding Effect. The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary company action on the part of the Purchaser, and no other action on the part of the Purchaser is required to authorize the execution, delivery and performance hereof, or the consummation of 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 to the extent enforcement may be subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting enforcement of creditors’ rights generally and (ii) equitable limitations on the availability of specific remedies (whether considered in a proceeding in equity or at law).

No Violation, Consents and Approvals.

(a) The execution and delivery of this Agreement by the Purchaser does not, and the performance of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the Organizational Documents of the Purchaser, (ii) conflict with or violate any Laws applicable to the Purchaser or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the properties or assets of the Purchaser under, any material Contract to which the Purchaser is a party or by or to which the Purchaser or any of its properties or assets are bound or subject, which breach, default, conflict, right of termination, amendment, acceleration or cancellation, payment or Lien would materially impair the Purchaser’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by the Purchaser does not, and the performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby will not, require the Purchaser to obtain any Consents from any Governmental Authority, or any third party, except for filings and other applicable requirements pursuant to the National Development and Reform Commission (the “NDRC”) and the Ministry

of Commerce (the “MOFCOM”) of the People’s Republic of China (the “PRC”), or their respective Fujian provincial counterparties, as applicable, and the registration with a PRC bank designated by the PRC State Administration of Foreign Exchange to handle outbound investment foreign exchange registration (“SAFE Designated Bank”).

Nature of Investment.

(a) The Purchaser is acquiring the Shares as principal for its own account for investment purposes only and not with a view to distributing or reselling such Shares or any part thereof.

(b) The Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Purchaser, either alone or together with its representatives, have such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Shares, and have so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(c) The Purchaser acknowledges that it has had (i) access to information about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable the Purchaser to evaluate its investment; (ii) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Sellers concerning the terms and conditions of the sale of the Shares and the merits and risks of investing in the Shares; and (iii) the opportunity to obtain such additional information that the Sellers possess or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to its investments.

(d) The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(e) The Purchaser understands and acknowledges that (i) the Shares are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption depends in part on, and the Sellers will rely upon the accuracy and truthfulness of, the foregoing representations and the Purchaser hereby consents to such reliance, and (iii) the Shares are “restricted securities” for purposes of the Securities Act and rules thereunder and may not be resold without registration under the Securities Act or an exemption therefrom, and the certificates representing such shares will bear a restrictive legend to such effect.

Brokers. The Purchaser has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any brokers’ or finders’ fee or any other commission or similar fee in connection with

any of the transactions contemplated by this Agreement whose fees, commissions or expenses would be payable by any of the Sellers or the Company.

Other Representations. The Purchaser has sufficient cash on hand or other sources of immediately available funds to enable it to make all payments it is required to make at or prior to Closing pursuant to this Agreement and to consummate the transactions contemplated by this Agreement. The Purchaser is, and at all times prior to the Closing will be, the majority equityholder of Thaihot Group Co., Ltd, an entity organized under the laws of the People’s Republic of China.

ARTICLE V

COVENANTS

Reasonable Best Efforts. Upon the terms and subject to the conditions of this Agreement, the Sellers and the Purchaser each agree to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (including satisfaction, but not waiver, of the conditions to Closing set forth in Article VI hereof).

Consents. Without limiting the generality of Section 5.1 hereof, each of the parties hereto shall (i) use reasonable best efforts to obtain all Consents, if any, of Governmental Authorities and third parties which are to be obtained by such party and are necessary in connection with the consummation of the transactions contemplated by this Agreement prior to the Closing, and (ii) provide reasonable cooperation and assistance reasonably requested by the Company with regard to the Company obtaining all Consents, if any, of Governmental Authorities and third parties which are to be obtained by the Company and are necessary in connection with the consummation of the transactions contemplated by this Agreement prior to the Closing, including but not limited to those Consents set forth in Schedule 5.2. Notwithstanding the foregoing, neither the Purchaser nor the Sellers shall have any obligation to pay any fee to any third party (other than filing or other fees payable to Governmental Authorities) for the purpose of obtaining any Consent or any costs and expenses of any third party resulting from the process of obtaining such Consents. Each of the parties hereto shall make or cause to be made all filings and submissions under laws and regulations applicable to it as may be required for the consummation of the transactions contemplated by this Agreement.

Notifications.

(a) The Purchaser shall use its reasonable best efforts to file, as soon as practicable after the date hereof but in any event within five (5) Business Days thereafter, the notification and report forms required for the transactions contemplated by this Agreement with the United States Federal Trade Commission and the United States Department of Justice, and shall provide any supplemental information requested in connection with such notification and report forms pursuant to the HSR Act. Each Seller shall furnish to the Purchaser’s counsel such information and assistance as is reasonably necessary to the Purchaser and reasonably available

to such Seller in connection with the Purchaser’s preparation of any filing or submission that is necessary under the HSR Act.

(b) The Purchaser and the Sellers shall, and shall cause their respective Affiliates to, cooperate in the preparation of any draft and final notification of the transaction contemplated hereby to CFIUS made in accordance with 31 C.F.R. Part 800, and shall use their reasonable best efforts to provide any information requested by CFIUS or any other agency or branch of the U.S. government in connection with a CFIUS review or investigation of the transaction contemplated hereby. Such reasonable best efforts with respect to Purchaser shall include agreeing to any reasonable action, restriction or condition proposed by CFIUS or any other agency or branch of the U.S. government as a condition to obtaining the CFIUS Clearance, it being understood that no proposed action, restriction or condition will be deemed to be reasonable if it would, in the Purchaser’s reasonable judgment, materially impair the financial value of the Purchaser’s investment or the reasonably anticipated benefits to the Purchaser of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be required to agree to any action, restriction or condition proposed by CFIUS or any other agency or branch of the U.S. government as a condition to obtaining CFIUS Clearance.

(c) The Purchaser shall use its reasonable best efforts to file, as soon as practicable after the date hereof, the notification and report forms required for the transaction contemplated by this Agreement with NRDC and MOFCOM. The Purchaser shall also use its reasonable best efforts, as soon as practicable after the date hereof, to register with and obtain an Outbound Direct Investment Foreign Exchange Registration Certificate from a SAFE Designated Bank for the purpose of remitting consideration to each Seller set forth opposite such Seller’s name on Schedule I hereto.

Notification of Certain Matters. Each Seller shall give prompt notice to the Purchaser, and the Purchaser shall give prompt notice to each Seller, of the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to cause (i) any representation or warranty of such Seller or the Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing or (ii) such Seller or the Purchaser, as the case may be, to fail to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.4 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Resignations. At or prior to the Closing Date, the Sellers shall cause Michael P. Harmon, Aaron A. Bendikson and Curtis S. Lane to resign from the Board of Directors of the Company and each Committee thereof.

No Pre-Closing Actions. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with Article VII, the Sellers shall not vote for, propose or support any transaction or action by the Company that is materially adverse to the Purchaser or is otherwise inconsistent with the transactions contemplated hereby.

Governance Agreement. From and after the date hereof, the Purchaser shall work with the Company in good faith to finalize the Governance Agreement as promptly as practicable.

ARTICLE VI

CONDITIONS TO CLOSING

Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by applicable Law, waiver (in the case of Sections 6.1(a), 6.1(b), 6.1(c) and 6.1(d) only (and, in the case of a waiver by the Sellers, only by the holders of a majority of the shares of Common Stock owned by the Sellers), it being understood and agreed that the condition in Section 6.1(e) shall not be waivable by the holders of a majority of the shares of Common Stock owned by the Sellers or by the Purchaser without the written consent of the Company) at or prior to the Closing of each of the following conditions:

(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court of competent jurisdiction which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted, promulgated or enforced by any Governmental Authority which makes the consummation of the transactions contemplated hereby illegal; provided, that the parties shall use their reasonable best efforts to have any temporary or preliminary order or injunction lifted.

(b) HSR Act. The applicable waiting period under the HSR Act shall have expired or been terminated.

(c) CFIUS. CFIUS Clearance shall have been obtained.

(d) PRC Filings/Registrations. Filing acceptable notices for the transactions contemplated hereby from each of the NDRC and MOFCOM shall have been obtained, and a SAFE Designated Bank shall have issued to the Purchaser an Outbound Direct Investment Foreign Exchange Registration Certificate in respect of the transactions contemplated hereby.

(e) Credit Agreement. The Company shall have obtained all necessary waivers, consents or amendments under the Credit Agreement, dated as of June 3, 2013, as amended, by and among the Company, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (as amended, the “Credit Agreement”) for the consummation of the transactions contemplated by this Agreement without resulting in any breach of, or constituting a default (or an event that with notice or lapse of time or both would constitute a default) under, or giving to such agent and/or lenders any right of termination, amendment, acceleration or cancellation of, the Credit Agreement.

Conditions to the Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of the following conditions (unless waived, to the extent

permitted by applicable Law, by the Purchaser, it being understood and agreed that the condition in Section 6.2(h) shall not be waivable by the Purchaser without the written consent of the Company):

(a) Representations and Warranties. The representations and warranties of the Sellers contained in Article III hereof that are qualified as to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, as of the date when made and at and as of the Closing Date, as though such representations and warranties were made at and as of such date.

(b) Performance. Each Seller shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by such Seller on or prior to the Closing Date, including, without limitation, the covenants and agreements set forth in Sections 2.2 and 2.3.

(c) Officer’s Certificate. Each Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date, executed by a duly authorized officer of such Seller or by Buckelew, as the case may be, certifying the satisfaction of the applicable conditions set forth in subsections 6.2(a) and (b) hereof.

(d) Instrument of Assignment. Each Seller shall have delivered to the Purchaser certificates representing the number of Shares set forth opposite such Seller’s name on Schedule I hereto, each such certificate duly and validly endorsed in favor of the Purchaser or accompanied by a separate stock power duly and validly executed by such Seller.

(e) Assignment of Registration Rights. Each Seller (other than Buckelew) shall have delivered to the Purchaser an instrument of assignment, in the form attached hereto as Exhibit B, relating to the assignment to the Purchaser of any and all of such Seller’s registration rights with respect to the Shares under the Registration Rights Agreement.

(f) Governance Agreement. Prior to or concurrently with the Closing, the Company and the Purchaser shall enter into the Governance Agreement.

(g) Company Material Adverse Effect. Since the date of this Agreement, there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(h) Section 203. This Agreement and the transactions contemplated hereby shall have been duly and validly approved by the Board of Directors of the Company for all purposes of Section 203.

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of the following conditions (unless waived, to the extent permitted by applicable Law, by the Sellers):

(a) Representations and Warranties. The representations and warranties of the Purchaser contained herein which are qualified as to materiality shall be true and correct in all respects, and such representations and warranties as are not so qualified shall be true and correct in all material respects, as of the date when made and at and as of the Closing Date, as though such representations and warranties were made at and as of such date.

(b) Performance. The Purchaser shall have performed and complied with, in all material respects, all agreements, conditions, covenants and obligations required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date.

(c) Officer’s Certificate. The Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, executed by a duly authorized officer of the Purchaser, certifying to the satisfaction of the conditions set forth in subsections 6.3(a) and (b) hereof.

(d) Payment of Purchase Price. The Purchaser shall have delivered to each Seller by wire transfer of federal or other immediately available funds to the account designated by such Seller the amount set forth opposite such Seller’s name on Schedule I hereto.

Replacement Shares. Notwithstanding anything to the contrary herein, if (a) for any reason Buckelew has breached or is otherwise in default with respect to any of his representations, warranties, covenants or agreements set forth herein, (b) each Seller (other than Buckelew) shall have satisfied the conditions contained in Section 6.2 that are applicable to such Seller and (c) Buckelew has not cured such breaches or defaults within two (2) Business Days following receipt of notice from the Sellers (other than Buckelew) stating that the conditions in clauses (a) and (b) in this Section 6.4 have been satisfied, then (I) Buckelew shall immediately and automatically forfeit, and be deemed to have forfeited, all rights under this Agreement, including, without limitation, the right to sell the Buckelew Shares to the Purchaser pursuant to this Agreement and the Sellers (other than Buckelew) shall be entitled to seek all available remedies against Buckelew (including, without limitation, damages for any difference between the purchase price received for the Replacement Shares hereunder and the cost of acquiring the Replacement Shares), (II) the Sellers (other than Buckelew) shall have the right, but not the obligation, to acquire and deliver the amount of shares of Common Stock necessary to replace the Buckelew Shares (such shares of Common Stock, the “Replacement Shares”) and (III) the Purchaser shall be obligated to (y) accept such Replacement Shares in lieu of the Buckelew Shares and (z) subject to the remaining terms and conditions of this Agreement, satisfy all of its obligations hereunder, including, without limitation, its obligations under Section 2.4. Upon the acquisition of the Replacement Shares by the Sellers (other than Buckelew) (i) Schedule I attached hereto shall be promptly updated to remove Buckelew and to reflect the ownership of the Replacement Shares by the applicable Seller or Sellers, (ii) the representations and warranties made with respect to the Replacement Shares (other than the representations and warranties contained in the third sentence of Section 3.3, which will not be made with respect to the Replacement Shares) shall be made, severally and not jointly, by the applicable Seller or Sellers that own the Replacement Shares and (iii) all other conditions in Section 6.2 that would have otherwise been related to Buckelew or the Buckelew Shares shall be deemed to relate, to

the extent applicable, to the applicable Seller or Sellers that own the Replacement Shares or to the Replacement Shares.

ARTICLE VII

TERMINATION; SURVIVAL

Termination; Survival. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a) by mutual written agreement of the Purchaser and the holders of a majority of shares of Common Stock owned by the Sellers;

(b) at any time on or after January 14, 2016 (the “Termination Date”), by either the Purchaser or the holders of a majority of shares of Common Stock owned by the Sellers, by giving written notice of such termination to the other parties, if the Closing shall not have occurred on or prior to the Termination Date and if the failure to consummate the Closing by the Termination Date is not the result of any breach of the representations or warranties made by, or the failure to perform or comply with any of the agreements or covenants hereof to be performed or complied with prior to the Closing by, the party (or, in the case of a termination by the holders of a majority of shares of Common Stock owned by the Sellers, any Seller) seeking to terminate this Agreement; or

(c) by either the Purchaser (subject to Section 6.4) or the holders of a majority of shares of Common Stock owned by the Sellers by written notice of such termination to the other parties if any event, fact or condition shall occur or exist that makes it impossible to satisfy a condition to the terminating party’s obligations to consummate the transactions contemplated by this Agreement, unless the occurrence or existence of such event, fact or condition shall be due to the failure of the terminating party (or, in the case of a termination by the holders of a majority of shares of Common Stock owned by the Sellers, any Seller) to perform or comply with any of the agreements or covenants hereof to be performed or complied with by such party prior to the Closing.

Effect of Termination. In the event of the termination of this Agreement in accordance with Section 7.1 hereof, this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, and no party hereto shall have any liability to the other party hereto or their respective Affiliates, directors, officers or employees, except for the obligations of the parties hereto contained in this Section 7.2 and in Sections 8.1, 8.6, 8.7 and 8.12 hereof, and except that nothing herein will limit or restrict the rights or remedies of any party hereto against the other parties for any material breach of this Agreement arising prior to termination. If this Agreement is terminated pursuant to Section 7.1 hereof, all filings, applications and other submissions made pursuant to Sections 5.1, 5.2 and 5.3 hereof shall, to the extent practicable, be withdrawn from the agency or other person to which made.

Survival. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall terminate as of the Closing and shall not survive

the Closing for any purpose, except that the Seller Fundamental Representations shall survive the Closing until the latest date permitted by law (it being acknowledged and agreed by the Purchaser that the Purchaser’s recourse for any breach of a Seller Fundamental Representation shall only be against the Seller in breach of such Seller Fundamental Representation and in no event will the liability of any Seller hereunder following the Closing exceed the purchase price paid to such Seller hereunder). The covenants and agreements contained in this Agreement shall terminate as of the Closing and shall not survive the Closing for any purpose, except as specifically set forth herein.

ARTICLE VIII

MISCELLANEOUS

Notices. All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by a national courier service, or if sent by facsimile (with receipt of confirmation of delivery), to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

To the Sellers (other than Buckelew):

OCM Principal Opportunities Fund IV, L.P. 

Oaktree Capital Management, LLC 

333 South Grand Ave., 28^th Floor 

Los Angeles, CA 90071 

Attention: Michael P. Harmon 

Fax: (213) 830-6393

MTS Health Investors II, L.P.
c/o MTS Health Partners
623 Fifth Avenue, 15^th Floor
New York, NY 10022 

Attention: Curtis S. Lane
Fax: (212) 887-2111

Alliance-Oaktree Co-Investors, LLC
c/o Oaktree Capital Management, LLC 

333 South Grand Ave., 28^th Floor 

Los Angeles, CA 90071 

Attention: Michael P. Harmon 

Fax: (213) 830-6393

Alliance-MTS Co-Investors I, LLC
c/o MTS Health Partners
623 Fifth Avenue, 15^th Floor
New York, NY 10022

Attention: Curtis S. Lane
Fax: (212) 887-2111

Alliance-MTS Co-Investors II, LLC
c/o MTS Health Partners
623 Fifth Avenue, 15^th Floor
New York, NY 10022 

Attention: Curtis S. Lane
Fax: (212) 887-2111

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 

300 South Grand Avenue
Suite 3400
Los Angeles, CA 90071
Attention: Jeffrey H. Cohen
Andrew D. Garelick
Fax: (213) 621-5288 and (213) 621-5124

To Buckelew:

c/o Alliance HealthCare Services, Inc.
100 Bayview Circle, Suite 400
Newport Beach, CA 92660 

Attention: Larry C. Buckelew
Fax: (949) 242-5377

To the Purchaser:

Fujian Thai Hot Investment Co. Ltd 

No. 43 Hudong Road 

Olympic Building, 

Fuzhou City 

Fujian Province, China 350003 

Attention: Mr. Huang Qisen 

Fax: 86 591 8760 1956

With a copy to:

Davis Polk & Wardwell LLP
2201 China World Office 2
1 Jian Guo Men Wai Avenue
Chao Yang District
Beijing 100004
Attention: Howard Zhang
Fax: 86 10 8567 5102

Any such notification shall be deemed delivered (i) upon receipt, if delivered personally, (ii) on the next business day, if sent by national courier service for next business day delivery or (iii) the business day on which confirmation of delivery is received, if sent by facsimile.

Extension; Amendment; Waiver. At any time prior to the Closing Date, the parties may (a) extend the time for performance of any of the obligations or other acts of the other parties or (b) waive or amend any provision of this Agreement if, and only if, such extension, amendment or waiver is in writing and signed, in the case of an amendment, by the Purchaser and the holders of a majority of shares owned by the Sellers, or in the case of an extension or waiver, by the party (and, in the case of a waiver by the Sellers, only by the holders of a majority of the shares of Common Stock owned by the Sellers) against whom the extension or waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Time of Essence. Each of the parties hereto hereby agrees that, with regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

Assignment. No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto; provided, however, that the Purchaser may assign its rights and obligations to purchase the Shares to any newly formed entity directly or indirectly controlled by the Purchaser or to any other Person to whom the Purchaser is permitted to assign its rights and obligations under the Governance Agreement, but no such assignment shall relieve the Purchaser of its obligations hereunder unless the holders of a majority of the shares of Common Stock owned by the Sellers shall have given their prior written consent thereto.

Entire Agreement. This Agreement (including the Schedules hereto) contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Purchaser or the Sellers, or their respective successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses. In addition, the parties agree that (i) all filing/registration fees in connection with any filing/registration under the DPA, the HSR Act and with the NDRC, MOFCOM and a SAFE Designated Bank shall be borne 50%

by the Purchaser, on one hand, and 50% by the Sellers, on the other hand and (ii) the Specified Expenses (as defined below) shall be allocated among the Sellers, on one hand, and the Purchaser, on the other hand, as follows: (x) the Purchaser shall pay Specified Expenses in an amount equal to the sum of $1,250,000, plus the excess of (A) the total amount of Specified Expenses, less (B) $1,250,000, (C) less the amount of Specified Expenses to be paid by the Sellers pursuant to clause (y) below; and (y) the Sellers shall pay Specified Expenses in an amount equal to the difference between (I) the product obtained by multiplying (a) the difference between the total amount of Specified Expenses, less $1,250,000, by (b) 50%, less (II) the difference between $1,100,000 and the actual amount of any agent fee (but not applicable lender fees) incurred by the Company in connection with the waivers, consents or amendment of the Credit Agreement contemplated by Section 6.1(e) above (the “Agent Fee”). For purposes hereof, “Specified Expenses” means the sum of (a) all reasonable and documented third-party fees and expenses payable by the Company in connection the transactions contemplated hereby in excess of $1,000,000 and (b) all reasonable and documented third-party fees and expenses (including any Agent Fee) incurred by the Company in connection with the waivers, consents or amendment of the Credit Agreement contemplated by Section 6.1(e) above, it being acknowledged and agreed by the parties that the Agent Fee shall be deemed to equal $1,100,000 for purposes of this definition if the actual amount paid therefore is less than $1,100,000. Each Seller hereby acknowledges and agrees that it shall bear its pro rata share of the expenses payable by the Sellers pursuant to this Section 8.7.

Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware, its rules of conflict of laws notwithstanding.

Disputes. Any dispute or controversy between the parties in relation to or arising out of the existence, interpretation, validity, breach, or termination of this Agreement (a “Dispute”) shall be exclusively, definitely and finally settled through arbitration by Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (“HKIAC Rules”) in accordance with the following:

(a) All procedures in any such arbitration shall be conducted in English and a daily transcript in English of such proceedings shall be prepared.

(b) There shall be three (3) arbitrators, each of whom shall be an attorney qualified to practice law and fluent in English and shall be appointed as follows:

(i) The parties shall, within thirty (30) days of the date on which the Dispute was referred to arbitration, each appoint one (1) arbitrator, who shall jointly appoint the third arbitrator, who shall chair the arbitration panel and shall be a national of a country other than the U.S.A. and China. All arbitrators appointed to preside over a Dispute shall be and remain at all times impartial and independent of the parties.

(ii) If either party fails to appoint an arbitrator within thirty (30) days of the date on which the Dispute was referred to arbitration, the Chairman of the HKIAC shall appoint the missing arbitrator.

(iii) If the appointed arbitrators are unable to agree on the third (3rd) arbitrator within thirty (30) days of their appointment, then the Chairman of the HKIAC shall appoint the third (3rd) arbitrator.

(c) Discovery shall be permitted.

(d) Any award in the arbitration proceeding shall be rendered in English.

(e) In any arbitration pursuant to this Section, the arbitrators are not empowered to award:

(i) Punitive, exemplary or consequential damages and the Parties hereby waive any right to recover such damages except in the event that one of the Parties is found liable for fraud, intentional misconduct; and

(ii) any equitable remedies except to the extent that such remedies enforce the obligations of this Agreement.

(f) The arbitrators shall decide in the award the allocation of costs, including the arbitrators’ fees, expenses for translators and translations required in connection with the arbitration and all other costs to which the dispute may give rise.

(g) The venue and seat of the arbitration shall be Hong Kong. The award of the arbitrators shall be final, binding and without appeal. Any award of the arbitrators may be enforced by any court having jurisdiction over the party against which the award has been rendered, or wherever assets of that party are located, and shall be enforceable in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958). A court may refuse to enforce any award rendered in accordance herewith, if it finds that any of the arbitrators appointed to preside over the Dispute are not independent or impartial of the parties.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

Headings. The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Further Assurances. From time to time after the Closing Date, at the request of the other parties hereto and at the expense of the party so requesting, the Sellers and the Purchaser shall execute and deliver to such requesting party such documents and take such other action as such requesting party may reasonably request in order to consummate the transactions contemplated hereby.

Limited Liability of Members of Seller and the Purchaser. Notwithstanding any other provision of this Agreement, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement or any of the transactions

contemplated hereby will be had against any Person that is not a party to this Agreement or the other documents or instruments delivered in connection with this Agreement or any of the transactions contemplated hereby, including (to the extent not a party) any current or future director, officer, employee, general or limited partner, member or Affiliate of any Seller or the Purchaser or of any of the foregoing (collectively, a “Related Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly understood and agreed that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Party, as such, for any obligation of such Seller or the Purchaser, as the case may be, under this Agreement or any documents or instruments delivered in connection with this Agreement or any of the transactions contemplated hereby or for any claim based on, in respect of or by reason of such obligations or their creation.

Several Liability of the Sellers. Notwithstanding any other provision of this Agreement but without limiting in any manner the Purchaser’s express rights hereunder, all representations, warranties, covenants and other obligations of the Sellers contained herein or contemplated hereby, including, without limitation, those contained in Sections 2.2 and 2.3, are, and shall in all cases be deemed to be, several and not joint.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

福 建 泰 禾 投  资 有 限 公 司  (FUJIAN THAI HOT INVESTMENT CO., LTD)

OCM PRINCIPAL OPPORTUNITIES FUND
IV, L.P.

MTS HEALTH INVESTORS II, L.P.

[Signature Page to Stock Purchase Agreement] 

ALLIANCE-OAKTREE CO-INVESTORS, LLC

ALLIANCE-MTS CO-INVESTORS I, LLC

ALLIANCE-MTS CO-INVESTORS II, LLC

[Signature Page to Stock Purchase Agreement] 

SCHEDULE I

SCHEDULE OF PURCHASERS

Schedule 3.5

BROKERS

Schedule 5.2

REQUIRED CONSENTS

Exhibit A

GOVERNANCE TERM SHEET

Term Sheet

The undersigned have executed this Term Sheet as of the date set forth below.

Exhibit B

FORM OF ASSIGNMENT OF REGISTRATION RIGHTS

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is entered into this [●]th day of [●], 2015, by and among OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), MTS Health Investors II, L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”) and Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company, (“Co-Investors II”, together with OCM Fund, MTS, Co-Investors and Co-Investors I, the “Stockholders” and each, a “Stockholder”), Fujian Thai Hot Investment Co., Ltd, an entity organized under the laws of the People’s Republic of China (the “Purchaser”), and Alliance HealthCare Services, Inc., a Delaware corporation (previously named Alliance Imaging, Inc. the “Company”).

WHEREAS, the Stockholders have certain registration rights with respect to their Common Stock (as defined below) under that certain Registration Rights Agreement, dated as of November 2, 1999, by and among the Company, Viewer Holdings LLC, a Delaware limited liability company (“Viewer”) and certain other parties thereto (the “Registration Rights Agreement”) that such Stockholders received pursuant to that certain Assignment, dated April 16, 2007, by and among Viewer, OCM Fund, MTS, Co-Investors, Co-Investors I and Co-Investors II;

WHEREAS, the Stockholders are party to that certain Stock Purchase Agreement, dated as of September 16, 2015 (the “Stock Purchase Agreement”), by and among the Stockholders, Larry C. Buckelew (“Buckelew”) and the Purchaser, pursuant to which the Stockholders and Buckelew have agreed to sell, and the Purchaser has agreed to purchase, an aggregate of 5,537,945 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Share Purchase”), representing 100% of the shares of Common Stock owned beneficially and of record by the Stockholders; and

WHEREAS, in connection with the Share Purchase, each Stockholder has agreed to assign to the Purchaser its rights relating to the Shares under the Registration Rights Agreement.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Effective as of the date hereof, each Stockholder, severally and not jointly, hereby assigns its rights and future obligations for all purposes under the Registration Rights Agreement with respect to the Shares to the Purchaser, including without limitation the registration rights in connection with the ownership of the Shares pursuant to Sections 3 and 4 of the Registration Rights Agreement. Effective as of the date hereof, the Purchaser hereby accepts and assumes the assignment of rights and future obligations made by each Stockholder pursuant to the preceding sentence.

2. For the avoidance of doubt, immediately following the effectiveness hereof:

(a) The Shares shall be deemed to be “Registrable Securities” under the Registration Rights Agreement; and

(b) The Purchaser shall be deemed to be an “Investor” and “Holder” under the Registration Rights Agreement.

3. Capitalized terms not defined herein but defined under the Registration Rights Agreement shall have the meanings under the Registration Rights Agreement.

4. 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.

5. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement

6. This Agreement shall become effective upon the Closing (as defined under the Stock Purchase Agreement).

[Signature Pages Follow]

AGREED TO AND ACCEPTED:

OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.

By:                                                                

Name:  
Title:    

By:                                                                

Name:  
Title:    

ALLIANCE-OAKTREE CO-INVESTORS, LLC

By:                                                                

Name:  
Title:    

By:                                                                

Name:  
Title:    

MTS HEALTH INVESTORS II, L.P.

[Signature Page to Agreement]

By:                                                                

Name:  
Title:    

ALLIANCE-MTS CO-INVESTORS I, LLC 

its Managing Member

By:                                                                

Name:  
Title:    

ALLIANCE-MTS CO-INVESTORS II, LLC

its Managing Member

HOLDINGS, LLC, the Class A Member

By:                                                                

Name:  
Title:    

FUJIAN THAI HOT INVESTMENT CO., LTD

By:                                                                

Name:  
Title:    

ACKNOWLEDGED AND ACCEPTED:

ALLIANCE HEALTHCARE SERVICES, INC.

By:                                                                

Name:  
Title:    

Exhibit 3

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of January 5, 2016, by and among 福建泰禾投资有限公司 (Fujian Thai Hot Investment Co., Ltd), an entity organized under the laws of the People’s Republic of China (the “Purchaser”), OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), MTS Health Investors II, L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”), Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company (“Co-Investors II”), and Larry C. Buckelew (“Buckelew” and, together with OCM Fund, MTS, Co-Investors, Co-Investors I and Co-Investors II, the “Sellers”).

RECITALS

WHEREAS, the Purchaser and the Sellers are party to that certain Stock Purchase Agreement, dated September 16, 2015 (the “Stock Purchase Agreement”);

WHEREAS, Section 8.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement may be amended in a writing signed by the Purchaser and the holders of a majority of shares owned by the Sellers;

WHEREAS, the Purchaser and the Sellers desire to amend the Stock Purchase Agreement as set forth in this Amendment; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.

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

1. Section 7.1(b) of the Stock Purchase Agreement shall be deleted in its entirety and replaced with the following:

“at any time on or after February 29, 2016 (the “Termination Date”), by either the Purchaser or the holders of a majority of shares of Common Stock owned by the Sellers, by giving written notice of such termination to the other parties, if the Closing shall not have occurred on or prior to the Termination Date and if the failure to consummate the Closing by the Termination Date is not the result of any breach of the representations or warranties made by, or the failure to perform or comply with any of the agreements or covenants hereof to be performed or complied with prior to the Closing by, the party (or, in the case of a termination by the holders of a majority of shares of Common Stock owned by the Sellers, any Seller) seeking to terminate this Agreement; or”

2. Except as expressly modified and superseded by this Amendment, the terms, representations, warranties, covenants and other provisions of the Stock Purchase Agreement are and shall continue to be in full force and effect in accordance with their respective terms.

3. After the date hereof, all references in the Stock Purchase Agreement to “this Agreement,” “the transactions contemplated by this Agreement,” the Stock Purchase Agreement and phrases of similar import, shall refer to the Stock Purchase Agreement as amended by this Amendment (it being understood that all references to “the date hereof” or “the date of this Agreement” in the Stock Purchase Agreement shall continue to refer to September 16, 2015).

4. The provisions of Article VIII (Miscellaneous) of the Stock Purchase Agreement shall apply mutatis mutandis to this Amendment, and to the Stock Purchase Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

[Signature Page Follows] 

IN WITNESS WHEREOF, the parties have executed or caused this Amendment No. 1 to Stock Purchase Agreement to be executed as of the date first written above.

福 建 泰 禾 投  资 有 限 公 司  (FUJIAN THAI HOT INVESTMENT CO., LTD)

[Signature Page to Amendment No. 1 to Stock Purchase Agreement] 

By:

/s/ Curtis S. Lane Name: Curtis S. Lane  Title: Senior Managing Director

[Signature Page to Amendment No. 1 to Stock Purchase Agreement] 

By:

/s/ Curtis S. Lane Name: Curtis S. Lane  Title: Senior Managing Director

[Signature Page to Amendment No. 1 to Stock Purchase Agreement] 

Exhibit 4

AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT

AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of January 22, 2016, by and among 福建泰禾投资有限公司 (Fujian Thai Hot Investment Co., Ltd), an entity organized under the laws of the People’s Republic of China (the “Purchaser”), OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), MTS Health Investors II, L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”), Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company (“Co-Investors II”), and Larry C. Buckelew (“Buckelew” and, together with OCM Fund, MTS, Co-Investors, Co-Investors I and Co-Investors II, the “Sellers”).

RECITALS

WHEREAS, the Purchaser and the Sellers are party to that certain Stock Purchase Agreement, dated September 16, 2015 (as amended on January 6, 2016, the “Stock Purchase Agreement”);

WHEREAS, Section 8.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement may be amended in a writing signed by the Purchaser and the holders of a majority of shares owned by the Sellers;

WHEREAS, the Purchaser and the Sellers desire to amend the Stock Purchase Agreement as set forth in this Amendment; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.

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

1. The following proviso shall be added to the end of Section 7.1(b) of the Stock Purchase Agreement:

“; provided, however, that if on the Termination Date the conditions set forth in Section 6.1(d) (PRC Filings/Registrations) shall not have been satisfied but all other conditions to Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the conditions to Closing set forth in such Section 6.1(d), then the Termination Date shall automatically be extended for an additional thirty (30) days”

2. Section 8.7 of the Stock Purchase Agreement shall be deleted in its entirety and replaced with the following:

“Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses. In addition, the parties agree that (i) all filing/registration fees in connection with any filing/registration under the DPA, the HSR Act and with the NDRC, MOFCOM and a SAFE Designated Bank shall be borne 50% by the Purchaser, on one hand, and 50% by the Sellers, on the other hand and (ii) Specified Expenses (as defined below) and the Amendment Fee (as defined below) shall be allocated among the Sellers, on one hand, and the Purchaser, on the other hand, as follows: (x) the Purchaser shall pay Specified Expenses and the Amendment Fee in an amount equal to (A) the sum of $1,250,000, plus the product obtained by multiplying (1) the excess of the total amount of Specified Expenses and the Amendment Fee, less $1,250,000, by (2) 50%, (B) less the Amendment Fee multiplied by 10%; and (y) the Sellers shall pay Specified Expenses and the Amendment Fee in an amount equal to (I) the product obtained by multiplying (a) the total amount of Specified Expenses and the Amendment Fee, less $1,250,000, by (b) 50%, plus (II) the Amendment Fee multiplied by 10%, less (III) $600,000, representing the difference between $1,100,000 and the actual amount of any agent fee (but not the Amendment Fee) incurred by the Company in connection with the waivers, consents or amendment of the Credit Agreement contemplated by Section 6.1(e) above (the “Agent Fee”). For purposes hereof, (i) “Specified Expenses” means the sum of (a) all reasonable and documented third-party fees and expenses payable by the Company in connection the transactions contemplated hereby in excess of $1,000,000 (but excluding the Amendment Fee and the fees and expenses described in clause (b) below) and (b) all reasonable and documented third-party fees and expenses (including the Agent Fee but excluding the Amendment Fee) incurred by the Company in connection with the waivers, consents or amendment of the Credit Agreement contemplated by Section 6.1(e) above, it being acknowledged and agreed by the parties that the Agent Fee shall be deemed to equal $1,100,000 for purposes of this definition and (ii) the “Amendment Fee” means $24,903,439.56. Each Seller hereby acknowledges and agrees that it shall bear its pro rata share of the expenses payable by the Sellers pursuant to this Section 8.7.”

3. Except as expressly modified and superseded by this Amendment, the terms, representations, warranties, covenants and other provisions of the Stock Purchase Agreement are and shall continue to be in full force and effect in accordance with their respective terms.

4. After the date hereof, all references in the Stock Purchase Agreement to “this Agreement,” “the transactions contemplated by this Agreement,” the Stock Purchase Agreement and phrases of similar import, shall refer to the Stock Purchase Agreement as amended by this Amendment (it being understood that all references to “the date hereof” or “the date of this Agreement” in the Stock Purchase Agreement shall continue to refer to September 16, 2015).

5. The provisions of Article VIII (Miscellaneous) of the Stock Purchase Agreement shall apply mutatis mutandis to this Amendment, and to the Stock Purchase Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

[Signature Page Follows] 

IN WITNESS WHEREOF, the parties have executed or caused this Amendment No. 1 to Stock Purchase Agreement to be executed as of the date first written above.

福 建 泰 禾 投  资 有 限 公 司  (FUJIAN THAI HOT INVESTMENT CO., LTD)

OCM PRINCIPAL OPPORTUNITIES FUND
IV, L.P.

[Signature Page to Amendment No. 2 to Stock Purchase Agreement]

By:

/s/ Curtis S. Lane Name: Curtis S. Lane  Title: Senior Managing Director

By:

/s/ Curtis S. Lane Name: Curtis S. Lane  Title: Senior Managing Director

[Signature Page to Amendment No. 2 to Stock Purchase Agreement]

Exhibit 5

Assignment AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is entered into this 29^th day of March, 2016, by and among OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), MTS Health Investors II, L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”) and Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company, (“Co-Investors II”, together with OCM Fund, MTS, Co-Investors and Co-Investors I, the “Stockholders” and each, a “Stockholder”), THAIHOT Investment Company Limited, an entity organized under the laws of the Cayman Islands (the “Purchaser”), Fujian Thai Hot Investment Co., Ltd, an entity organized under the laws of the People’s Republic of China (the “Parent”), and Alliance HealthCare Services, Inc., a Delaware corporation (previously named Alliance Imaging, Inc. the “Company”).

WHEREAS, the Stockholders have certain registration rights with respect to their Common Stock (as defined below) under that certain Registration Rights Agreement, dated as of November 2, 1999, by and among the Company, Viewer Holdings LLC, a Delaware limited liability company (“Viewer”) and certain other parties thereto (the “Registration Rights Agreement”) that such Stockholders received pursuant to that certain Assignment, dated April 16, 2007, by and among Viewer, OCM Fund, MTS, Co-Investors, Co-Investors I and Co-Investors II;

WHEREAS, the Stockholders are party to that certain Stock Purchase Agreement, dated as of September 16, 2015 (as amended from time to time, the “Stock Purchase Agreement”), by and among the Stockholders, Larry C. Buckelew (“Buckelew”) and the Parent, pursuant to which the Stockholders and Buckelew have agreed to sell, and the Parent has agreed to purchase, an aggregate of 5,537,945 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Share Purchase”), representing 100% of the shares of Common Stock owned beneficially and of record by the Stockholders;

WHEREAS, the Parent has assigned all its rights and obligations under the Stock Purchase Agreement to the Purchaser, an indirect wholly owned subsidiary of the Parent, including, without limitation, the right to be assigned the registration rights that each Stockholder has with respect to the Shares under the Registration Rights Agreement; and

WHEREAS, in connection with the Share Purchase, each Stockholder has agreed to assign to the Purchaser its rights relating to the Shares under the Registration Rights Agreement.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Effective as of the date hereof, each Stockholder, severally and not jointly, hereby assigns its rights and future obligations for all purposes under the Registration Rights Agreement with respect to the Shares to the Purchaser, including without limitation the registration rights in connection with the ownership of the Shares pursuant to Sections 3 and 4 of the Registration Rights Agreement. Effective as of the date hereof, the Purchaser hereby accepts and assumes the assignment of rights and future obligations made by each Stockholder pursuant to the preceding sentence.

2. For the avoidance of doubt, immediately following the effectiveness hereof:

(a) The Shares shall be deemed to be “Registrable Securities” under the Registration Rights Agreement; and

(b) The Purchaser shall be deemed to be an “Investor” and “Holder” under the Registration Rights Agreement.

3. Capitalized terms not defined herein but defined under the Registration Rights Agreement shall have the meanings under the Registration Rights Agreement.

4. 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.

5. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement

6. This Agreement shall become effective upon the Closing (as defined under the Stock Purchase Agreement).

[Signature Pages Follow]

AGREED TO AND ACCEPTED:

OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.

By: /s/ Michael P. Harmon

Name: Michael P. Harmon

Title: Managing Director

By: /s/ Amy Rice

Name: Amy Rice

Title: Senior Vice President

ALLIANCE-OAKTREE CO-INVESTORS, LLC

By: /s/ Michael P. Harmon

Name: Michael P. Harmon

Title: Managing Director

By: /s/ Amy Rice

Name: Amy Rice

Title: Senior Vice President

MTS HEALTH INVESTORS II, L.P.

By: /s/ Curtis S. Lane
Name: Curtis S. Lane
Title: Senior Managing Director

ALLIANCE-MTS CO-INVESTORS I, LLC

its Managing Member

By: /s/ Curtis S. Lane
Name: Curtis S. Lane
Title: Senior Managing Director

ALLIANCE-MTS CO-INVESTORS II, LLC

its Managing Member

HOLDINGS, LLC, the Class A Member

By: /s/ Curtis S. Lane
Name: Curtis S. Lane
Title: Senior Managing Director

FUJIAN THAI HOT INVESTMENT CO., LTD

By: /s/ Qisen Huang
Name: Qisen Huang
Title: Director

ThaiHot Investment coMPANY lIMITED

By: /s/ Qisen Huang
Name: Qisen Huang
Title: Director

ACKNOWLEDGED AND ACCEPTED:

ALLIANCE HEALTHCARE SERVICES, INC.

By: /s/ Richard W. Johns

Name: Richard W. Johns

Title: Chief Operating Officer and Chief Legal Officer

Exhibit 6

GOVERNANCE, VOTING AND STANDSTILL AGREEMENT

This GOVERNANCE, VOTING AND STANDSTILL AGREEMENT (this “Agreement”), dated as of March 29, 2015, is entered into by and between Alliance HealthCare Services, Inc., a Delaware corporation (together with its successors, the “Company”), THAIHOT Investment Company Limited, an entity organized under the laws of the Cayman Islands (the “Purchaser”), and福建泰禾投资有限公司 (Fujian Thai Hot Investment Co., Ltd), an entity organized under the laws of the People’s Republic of China (the “Parent”).

W I T N E S S E T H

WHEREAS, OCM Principal Opportunities Fund IV, L.P., a California limited partnership, MTS Health Investors II, L.P., a Delaware limited partnership, Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company, Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company, Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company, and Mr. Larry C. Buckelew (collectively, the “Sellers”) agreed to sell pursuant to that certain Stock Purchase Agreement, dated as of September 16, 2015, by and among the Parent and the Sellers (the “Stock Purchase Agreement”), 5,537,945 shares of Common Stock (as defined below), representing approximately 51.5% of the Outstanding Common Stock (as defined below) of the Company as of the date hereof, to the Purchaser, an indirect wholly owned subsidiary of the Parent, as the Parent’s assignee under and in accordance with the Stock Purchase Agreement (the “Transaction”); and

WHEREAS, in connection with the Transaction, the Parent, the Purchaser and a Special Committee of the Board comprised of independent and disinterested directors unaffiliated with the Sellers (the “Special Committee”) have agreed that for their respective benefit and for the benefit of the minority (non-Seller) stockholders of the Company, the parties hereto shall enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein, the parties hereto hereby agree as follows:

ARTICLE I.

CERTAIN DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). For purposes of this Agreement, none of the Company and its subsidiaries, on the one hand, or the Purchaser and its

Affiliates (other than the Company and its subsidiaries), on the other hand, shall be deemed to be Affiliates of one another.

“Agreement” shall mean this Agreement as in effect on the date hereof and as hereafter from time to time amended, modified or supplemented in accordance with the terms hereof.

“Beneficial Ownership” or “Beneficially Owns” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“Board” shall mean the Board of Directors of the Company as from time to time hereafter constituted.

“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which commercial banks in New York, New York are authorized or obligated by law or executive order to close.

“Common Stock” shall mean the common stock, par value $0.01 per share, of the Company.

“Company” shall have the meaning set forth in the preamble hereto.

“Company Approval Right” shall mean the Company’s right to deny the nomination or appointment of any of the Purchaser’s Designees to the Board or any committee of the Board if a majority of the Unaffiliated Directors (as defined below), acting reasonably and in good faith, determine that (i) in the case of a committee appointment, such Designee lacks the business or technical experience, stature and character as is commensurate with service on such committee of the board of directors of a publicly held enterprise or is otherwise not qualified to serve on such committee, (ii) such Designee’s nomination to the Board (in the case of a Board nomination) or appointment to a committee (in the case of a committee appointment) would cause the Company not to be in compliance with any applicable SEC (as defined below), NASDAQ or Internal Revenue Service rule, regulation or requirement, including, without limitation, independence requirements, (iii) such Designee is an officer, director, employee, consultant, partner, stockholder or otherwise affiliated with a competitor of the Company or has been convicted of, or has pleaded guilty or nolo contendere to, a felony or a crime involving moral turpitude, or was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (iv) the nomination or appointment of such person would be a breach of their fiduciary duties under applicable law. If the Unaffiliated Directors elect to exercise the Company Approval Right, the Unaffiliated Directors will promptly notify the Purchaser in writing of such determination and the reasons therefor and the Purchaser will be entitled to designate another individual for nomination. In all such cases, the Purchaser will use its reasonable efforts to nominate individuals it expects to comply with the requirements set forth above in this Company Approval Right definition.

“Designee” shall have the meaning set forth in Section 2.1(a).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Outstanding Common Stock” shall mean, at any time, the total number of shares of issued and outstanding Common Stock at such time.

“Person” shall mean an individual, corporation, unincorporated association, partnership, trust, joint stock company, joint venture, business trust or unincorporated organization, limited liability company, any governmental entity or any other entity of whatever nature.

“Representatives” shall mean, with respect to any Person, such Person’s directors, officers, employees, agents, legal counsel, financial advisors and other representatives.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Standstill Limit” shall mean 51.5% of the Outstanding Common Stock of the Company.

“Standstill Period” shall mean the period beginning on the date of this Agreement and ending on the third anniversary of the closing of the Transaction.

“Unaffiliated Director” shall mean a member of the Board who is not an employee of the Company or any of its subsidiaries and who is (a) independent from the Purchaser and its Affiliates, (b) not an Affiliate (including an employee, director or officer) of the Purchaser or the Parent, and (c) has not received any material consideration from the Purchaser or its Affiliates or entered into any agreement, arrangement or understanding (whether written or oral) to receive any material consideration from the Purchaser or its Affiliates.

ARTICLE II.

CORPORATE GOVERNANCE

Section 2.1 Board of Directors.

(a) During the Standstill Period and provided the Purchaser Beneficially Owns an aggregate of at least 35% of the Outstanding Common Stock of the Company, the Purchaser shall have the right to nominate the minimum number of individuals necessary to comprise a majority of the Board (each, a “Designee,” and collectively, the “Designees”); provided, that, during the Standstill Period, in the event the Purchaser exercises its right to nominate a majority of the directors on the Board, the Board shall increase the total number

of Board seats available to accommodate the Purchaser’s nominees such that the election of a Designee shall not have the effect of requiring any current member of the Board to resign, excluding the three (3) Resigning Directors (defined below). Each Designee shall be subject to the Company Approval Right and shall continue to serve as a director until the sooner of such director’s death, retirement, resignation or removal, or his or her successor is elected and qualified. The Designees shall be nominated to serve and allocated as equally as possible among the different classes of the Board, with each of the three (3) initial Designees named below to serve on a different class of the Board. Mr. Qisen Huang, Mr. Heping Feng and Mr. Tao Zhang shall be the initial Designees and shall, upon the effectiveness of this Agreement, replace Mr. Michael Harmon, Mr. Aaron Bendikson and Mr. Curtis Lane (collectively, the “Resigning Directors”). In addition, subject to the Company Approval Right, for so long as the Purchaser Beneficially Owns an aggregate of at least 35% of the Outstanding Common Stock of the Company, Mr. Huang will be the chairman of the Board, and Mr. Feng and Mr. Zhang will both serve on the Nominating and Corporate Governance Committee and the Compensation Committee; provided, that, during the Standstill Period, the Nominating and Corporate Governance Committee shall consist of five (5) members (three (3) of which shall be non-Purchaser Designees and one of the non-Purchaser Designees shall be Chair of the Committee), and the Compensation Committee shall consist of four (4) members (two (2) of which shall be non-Purchaser Designees and one of the non-Purchaser Designees shall be Chair of the Committee). Subject to the Company Approval Right, in the event that the Purchaser Beneficially Owns less than 35% but at least 25% of the Outstanding Common Stock of the Company, the Purchaser shall have the right to nominate three (3) Designees, who will each serve on a different class of the Board. In that case, the number of Designees on committees of the Board shall be reduced by one. Subject to the Company Approval Right, in the event that the Purchaser Beneficially Owns less than 25% but at least 15% of the Outstanding Common Stock of the Company, the Purchaser shall have the right to nominate one (1) Designee. In that case, the Designee shall not be entitled to sit on any of the committees of the Board. In the event that the Purchaser Beneficially Owns less than 15% of the Outstanding Common Stock of the Company, the Purchaser shall have no contractual right to nominate any Designees (but nothing contained herein shall adversely affect its right to make nominations as a stockholder at such time, which the Nominating and Corporate Governance Committee will review in good faith). For the avoidance of doubt, if the Company Approval Right is exercised with respect to a Designee, the Purchaser shall not forfeit its right to appoint Designees to the Board or committees thereof as provided above, but shall be entitled to nominate one or more additional individuals, as the case may be, in place of the proposed Designee who was denied appointment through exercise of the Company Approval Right; provided that any such replacement Designee or Designees, as the case may be, shall also be subject to the Company Approval Right. In the event that the number of Designees then serving on the Board exceeds the number of directors that the Purchaser shall then have the right to nominate hereunder, the Purchaser shall take all requisite action to cause the resignation or removal of such number of excess persons from the Board.

(b) Subject to applicable law, in the event any Designee on the Board shall cease to serve as a director for any reason, the vacancy resulting therefrom shall be filled by another Designee, subject to the Company Approval Right.

(c) Subject to applicable law, in the event any non-Purchaser Designee on the Board shall cease to serve as a director for any reason, the vacancy resulting therefrom shall be filled by another non-Purchaser Designee.

(d) The parties agree that all directors are expected to use commercially reasonable best efforts to attend (i) at least 75% of all Board and committee of the Board meetings either in person or telephonically and (ii) at least one (1) Board meeting in Beijing, China, and one (1) Board meeting in California, USA, in person each year. All Board and committee meetings shall be conducted in such a manner so that all participants can hear and understand the proceedings, including providing real-time translations in both English and Mandarin as requested by any director in attendance.

(e) As a condition to serving as a director on the Board, all Designees agree (i) to enter into customary written confidentiality and information sharing restrictions consistent with those restrictions applicable to all directors of public companies, including restrictions with respect to trading on material non-public information, and (ii) to provide timely written responses to the Company’s annual director and officer questionnaires or other inquiries provided to all directors of the Company.

Section 2.2 Voting Arrangements.

(a) During the Standstill Period, the Purchaser agrees to vote, or cause to be voted, all shares of Common Stock Beneficially Owned by the Purchaser or its Affiliates, or over which the Purchaser or its Affiliates has voting control, from time to time and at all times, in whatever manner necessary to ensure that at each annual or special meeting of the stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the nominees of the Nominating and Corporate Governance Committee who are not Designees shall be elected to the Board and that no such nominee may be removed from office unless such removal is recommended by the Nominating and Corporate Governance Committee.

(b) The Purchaser hereby constitutes and appoints as its proxy and hereby grants a power of attorney to the President of the Company, and to a designee of the Unaffiliated Directors (to be determined by such Unaffiliated Directors), and each of them, with full power of substitution, with respect to the matters set forth in Section 2.2(a) hereto, and hereby authorizes each of them to represent and vote, if and only if the Purchaser (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in each case, in a manner which is inconsistent with the terms thereof, all of the Purchaser’s and its Affiliates shares of Common Stock in the manner required to give effect to Section 2.2(a).

Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires in accordance with its terms. The Purchaser and its Affiliates hereby revoke any and all previous proxies or powers of attorney with respect to the shares of Common Stock owned by the Purchaser and its Affiliates and shall not hereafter, unless and until this Agreement terminates or expires pursuant to its terms, purport to grant any other proxy or power of attorney with respect to any of the shares of Common Stock owned by the Purchaser and its Affiliates, deposit any of such shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any such shares, in each case, in any manner that could reasonably be expected to contravene, limit or otherwise conflict with the proxy and power of attorney granted pursuant to the first sentence of this Section 2.2(b).

(c) The Purchaser agrees that the director compensation package for all non-employee directors: (i) may not be reduced or materially modified (including the cash/equity ratio of consideration) from what is set forth in the Company’s most recently filed Proxy Statement on Form DEF 14A with the SEC without the approval of a majority of the Unaffiliated Directors, and (ii) may be increased if, based on the advice and counsel of independent compensation consultants, the Compensation Committee determines an increase in director compensation is warranted.

(d) The Purchaser agrees that, without the approval of a majority of the Unaffiliated Directors, the indemnification, expense reimbursement and exculpation arrangements for all directors and officers of the Company may not be reduced or materially modified in any manner, including, without limitation, in the Company’s charter or bylaws, in the indemnification agreements entered into between the Company such directors and officers, or in the amount or nature of the Company’s Director and Officer liability insurance policies.

Section 2.3 Business Assistance and Management Fees. The parties agree that the Purchaser and the Parent will each use its commercially reasonable best efforts to provide assistance to the Company as may be reasonably requested in connection with the operation of the Company’s business and the Company’s pursuit of worldwide growth opportunities without any payment due to the Purchaser or the Parent designed as a management, consulting, advisory or similar fee or expense to the Company; provided, however, nothing in this Section 2.3 shall prohibit the Company from reimbursing the Purchaser or the Parent for any reasonable out-of-pocket expenses incurred in providing such requested assistance to the Company, indemnifying a Designee as a director of the Company, compensating a Designee for his or her service as a director of the Company (consistent with Company policy for other non-employee directors), or

from reimbursing a Designee for expenses incurred as a director, in each case on terms and to the same extent that the Company indemnifies, compensates or reimburses expenses of its other directors pursuant to its organizational documents, indemnity agreements, directors’ and officers’ liability insurance policies in effect from time to time, and applicable law.

Section 2.4 Related Party Transactions. Any transaction reasonably valued to be in excess of $120,000 between the Purchaser or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, shall require the prior written approval of a majority of the Unaffiliated Directors.

ARTICLE III.

STANDSTILL AGREEMENT

Section 3.1 Standstill Agreement.

(e) During the Standstill Period, none of the Purchaser nor any of its Affiliates will, directly or indirectly, nor will it authorize or permit (x) any of its or its Affiliates’ employees, officers or directors (whether or not on behalf of, or as part of a group with or otherwise in concert with, it or any of its Affiliates) or (y) any of its or its Affiliates’ other Representatives (in such case, on behalf of, or as part of a group with or otherwise in concert with, it or its Affiliates) to, in each case without the prior written consent of a majority of the Unaffiliated Directors in their sole and absolute discretion:

(i) subject to Section 3.1(b) below, acquire, propose to be acquired, or cause to be acquired, additional shares of equity securities of the Company, other Beneficial Ownership of additional securities of the Company, or any security that is convertible into such securities of the Company;

(ii) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing;

(iii) effect, seek or make any proposal with respect to, or in any way assist or encourage any other Person to effect or seek, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any shares of the Company or any consent solicitation or stockholder proposal;

(iv) except in accordance with the terms of this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of the Company;

(v) make any public request or public proposal to amend, waive or terminate any provision of this Section 3.1;

(vi) take any action that would reasonably be expected to result in the Company having to make a public announcement regarding any of the matters referred to in clauses (i) through (v) above; or

(vii) take any actions which would be inconsistent with the purpose and intent of this Section 3.1.

(b) Notwithstanding the foregoing, during the Standstill Period, the Purchaser shall have the right, without the consent of the Unaffiliated Directors, to acquire additional shares of Common Stock of the Company solely to the extent necessary to maintain its Beneficial Ownership of the Company up to an amount equal to the Standstill Limit; provided, that the right is exercised within one hundred twenty (120) days of the Purchaser’s and its Affiliates collective Beneficial Ownership of the Company falling below an amount equal to the Standstill Limit. Within five (5) Business Days after the end of each calendar month, the Company shall deliver to the Purchaser a capitalization report that sets forth, to the Company’s knowledge, the Purchaser’s and its Affiliates’ collective Beneficial Ownership percentage in the Company on a fully diluted basis and a non-diluted basis, in each case as of such month end. The Purchaser shall provide the Unaffiliated Directors with reasonable advance notice of the transaction pursuant to which it intends to acquire such additional shares of Common Stock.

ARTICLE IV.

Transfer rights and restrictions

Section 4.1 Transfer Restrictions. If at any time the Purchaser receives an offer or inquiry to purchase all or substantially all of its ownership interest in the Company, it must provide prompt written notice of the details of such offer or inquiry to the Company and the Board. As a condition to any share transfer by the Purchaser during the Standstill Period, the transferee shall agree to be bound by the terms of this Agreement; provided, however, that no transferee will be required to agree to be bound by the terms of this Agreement if the transfer by the Purchaser is made pursuant to a public offering, whether made pursuant to the Purchaser’s registration rights, Rule 144 of the Securities Act or other means permitted by federal or state securities laws, where it is reasonably anticipated that no transferee will Beneficially Own 5% or more of the Outstanding Common Stock.

ARTICLE V.

NON-COMPETITION

Section 5.1 For so long as (i) the Purchaser and its Affiliates collectively own at least 15% of the Outstanding Common Stock or (ii) one or more individuals affiliated with the Purchaser is a member of the Board, each of Parent and the Purchaser shall not, and the Parent

and Purchaser shall cause their respective Affiliates not to, directly or indirectly, own, manage, operate, control, be employed by, or participate in the ownership, management, operation or control of, including, without limitation, by holding any position as a stockholder, director, officer, employee, partner, manager or investor in, any business that directly competes with the business of the Company as currently conducted (a “Competing Business”); provided, that the foregoing shall not prohibit the Purchaser or any of its Affiliates from (a) making a passive investment representing less than 5% of any class of equity securities of any Person so long as such class of equity securities is traded on a national securities exchange, or (b) acquiring, making a non-controlling investment in, or being employed in a non-management role or position by, any Person that does not derive a material portion of its revenues from any Competing Business.

ARTICLE VI.

PAYMENT OF CERTAIN EXPENSES

Section 6.1 Payment of Certain Company Expenses. At the closing of the Transaction and upon presentment to the Purchaser of reasonable documentation thereof, the Purchaser and/or the Parent shall promptly reimburse the Company for the following transaction fees, costs and expenses (including reasonable and documented fees paid to advisors, attorneys, consultants and lenders) in cash by wire transfer of immediately available funds: (i) 100% of the fees, costs and expenses incurred by the Company in connection with the amendment or waiver of default of the Company’s credit agreement, and (ii) all reasonable fees, costs and expenses incurred by the Company or the Special Committee in connection with the Transaction in excess of One Million Dollars ($1,000,000).

Section 6.2 Purchaser Funding of Management Incentive Plan. Subject to the approval of the Board or the Special Committee, the Purchaser and the Parent agree to fund a new management incentive arrangement which involves the issuance of $1.5 million in cash-based awards to management (the “Cash Awards Amount”). The Cash Awards Amount will be payable by the Purchaser or the Parent to the Company by wire transfer of immediately available funds to the account or accounts designated by the Company in writing (email being sufficient) within five (5) Business Days after the Board notifies the Purchaser in writing that such management incentive arrangement has been approved by the Board or the Special Committee, as the case may be, and that payment of all or a portion of the Cash Awards Amount to management is reasonably expected to be made promptly by the Company following receipt of the Cash Awards Amount from the Purchaser or the Parent.

ARTICLE VII.

CONFIDENTIALITY

Section 7.1 Disclosure of Confidential Information. Confidential and proprietary information may be disclosed to the Purchaser and the Parent, including but not limited to, any and all information, whether oral or written, relating to the business of the Company (all such information, the “Information”). The Purchaser and the Parent acknowledge that neither the Company, nor its Affiliates, makes any express or implied representation or warranty to it as to the accuracy or completeness of the Information. The Purchaser and the Parent agree and covenant, and shall each use its reasonable best efforts to ensure that:

(a) All Information shall be held in strict confidence by the Parent, the Purchaser and their respective Affiliates and their respective directors, officers, employees, financing sources, agents and financial and legal advisors (collectively, the “Purchaser Representatives”) and shall not be disclosed to any other Person, without the Company’s prior written consent or except as may be required by law, regulation or legal process, or to the extent such Information is or becomes publicly available, other than as a result of a breach of this Article VII.

(b) Until the Information is or becomes publicly available, other than as a result of a breach of this Article VII, the Parent, the Purchaser and their respective Affiliates shall use the Information only for monitoring and evaluating the Purchaser’s investment in the Company and not for any other purpose or in any manner that would constitute a violation of any applicable laws or regulations.

(c) The Purchaser and the Parent shall each take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Information.

(d) In the event that the Parent, the Purchaser or any of the Purchaser Representatives is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Information or any other information concerning the Company, it will, to the extent legally permitted, notify the Company promptly so that the Company may (i) seek a protective order or other appropriate remedy or (ii) consult with the Purchaser to take steps to resist or narrow the scope of such request or legal process. In the event that no such protective order or other remedy is obtained, each of the Parent, the Purchaser and the Purchaser Representatives shall furnish only that portion of the Information which, under advice of counsel, is legally required and will exercise reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded the Information so furnished.

Section 7.2 Insider Trading Prohibition. The Purchaser and the Parent each acknowledges that it and the Purchaser Representatives are aware that the U.S. securities laws prohibit any Person who has material non-public information about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into hedge transactions involving such securities), or from communicating such information to any other

Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

ARTICLE VIII.

MISCELLANEOUS

Section 8.1 Effectiveness and Termination. This Agreement shall be effective as of the closing of the Transaction. In the event that the Stock Purchase Agreement is terminated in accordance with its terms prior to the closing of the Transaction, this Agreement (except for Article VII and this Article VIII, which shall survive the termination hereof) shall be of no force or effect. This Agreement shall terminate and be of no further force or effect immediately, and without any further action by any party, upon the Purchaser Beneficially Owning less than 5% of the Outstanding Common Stock. In no event shall the termination of this Agreement excuse any breach hereof occurring prior to such termination.

Section 8.2 Notices.

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by a national courier service, delivery confirmed, or if sent by email or facsimile (with receipt of confirmation of delivery), to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

If to the Company, to:

Alliance HealthCare Services, Inc.
100 Bayview Circle, Suite 400
Newport Beach, CA 92660
Attention: General Counsel
Fax: (714) 688-3397; Email: rjohns@aiq-us.com

With a copy to (which shall not constitute notice):

O’Melveny & Myers LLP
610 Newport Center Drive, 17^th Floor
Newport Beach, CA 92660
Attention: Mark D. Peterson
Fax: (949) 823-6994; Email: mpeterson@omm.com

Any such notification shall be deemed delivered (i) upon receipt, if delivered personally, (ii) on the next Business Day, if sent by national courier service for next Business Day delivery or (iii) the Business Day on which confirmation of delivery is received, if sent by email or facsimile.

Section 8.3 Entire Agreement; Amendment. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. No provision of this Agreement may be amended or modified in whole or in part at any time unless agreed to in writing in advance by the parties and a majority of the Unaffiliated Directors. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 8.4 Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.

Section 8.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document.

Section 8.6 Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the internal laws (without reference to choice or conflict of laws) of the State of Delaware, and each party hereby submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery of the State of Delaware, or,

if the Delaware Court of Chancery is unavailable, any other court of the State of Delaware or, to the extent necessary, any federal court sitting in the State of Delaware. Each party hereby waives all right to a trial by jury in any action, suit or proceeding brought to enforce or defend any rights or remedies under this Agreement. Each party irrevocably consents to the service of any and all process in any such action, suit or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 8.2.

Section 8.7 Specific Performance. Each party agrees that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof. Accordingly, each of the parties hereby consents to the issuance of injunctive relief without bond by the Delaware Court of Chancery to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they are entitled at law or in equity.

Section 8.8 Successors and Assigns; Third Party Beneficiaries. The Purchaser may not transfer or assign any of its rights and obligations under this Agreement without the prior written consent of a majority of the Unaffiliated Directors; provided that the Purchaser may assign all or a portion of its rights hereunder to an Affiliate which delivers an executed counterpart to this Agreement as a condition precedent to the effectiveness of such assignment; provided, further, that no such assignment shall relieve the Purchaser and the Parent of any obligations hereunder. This Agreement shall bind and inure to the benefit of the Company’s and Purchaser’s successors and permitted assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the Parent, the Purchaser and the Company, or their respective successors, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. Notwithstanding anything to the contrary contained herein, no purchaser of Common Stock from the Purchaser shall be deemed to be a successor or permitted assign by reason merely of such purchase.

Section 8.9 Headings and Captions. The section headings and captions contained in this Agreement are for reference purposes only, are not part of this Agreement and shall not affect the meaning or interpretation of this Agreement.

Section 8.10 DGCL Section 203. The parties agree that, prior to the closing of the Transaction, the Board will approve resolutions in a form previously provided to the Purchaser with respect to the approval of the transactions contemplated by the Stock Purchase Agreement for purposes of Section 203 of the Delaware General Corporation Law.

Section 8.11 Parent Guarantee. The Parent hereby irrevocably and unconditionally guarantees the due and punctual performance of the obligations of the Purchaser under this Agreement.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

Fujian Thai Hot Investment co., ltd

By: /s/ Qisen Huang 

Name: Qisen Huang 

Title: Director

ThaiHot Investment coMPANY lIMITED

By: /s/ Qisen Huang 

Name: Qisen Huang 

Title: Director

Alliance HealthCare Services, Inc.

By: /s/ Richard W. Johns 

Name: Richard W. Johns 

Title: Chief Operating Officer and Chief Legal Officer

[Signature Page – Governance, Voting and Standstill Agreement]