VOTING AGREEMENT
AGREEMENT,
dated as of April __, 2010 between Xxxxxxx River Laboratories International,
Inc., a Delaware corporation (“Acquiror”), and the
shareholders listed on the signature pages hereto (each a “Shareholder” and,
collectively, “Shareholders”).1
WHEREAS, in order to induce Acquiror to
enter into an Agreement and Plan of Arrangement, dated as of the date hereof
(the “Acquisition
Agreement”), with WuXi Pharmatech (Cayman) Inc., an exempted company
incorporated with limited liability under the laws of the Cayman Islands (the
“Company”), Acquiror has
requested Shareholders, and Shareholders have agreed, to enter into this
Agreement with respect to all ordinary shares, with a par value of $0.02 per
ordinary share, of the Company that Shareholders beneficially own (including any
ordinary shares that Shareholders acquire after the date hereof, including upon
exercise or conversion of any options, rights or other securities convertible
into or exercisable for ordinary shares) (the “Shares”), including shares
represented in American Depositary Shares of the Company, each representing
eight ordinary shares (the “ADSs”); provided that the term Shares
shall not include any options, rights or other securities convertible into or
exercisable for ordinary shares of the Company.
NOW, THEREFORE, the parties hereto
agree as follows:
ARTICLE
1
Grant
of Proxy and power of attorney; Voting Agreement
Section
1.01. Voting
Agreement. Each Shareholder hereby agrees to vote or exercise
its right to consent with respect to all Shares that such Shareholder is
entitled to vote at the time of any vote to approve the Scheme at any meeting of
the shareholders of the Company, and at any adjournment thereof, at which the
Scheme (or any amended version thereof (subject to Section 5.03)), is submitted
for the consideration and vote of the shareholders of the
Company. Each Shareholder hereby agrees that it will not vote any
Shares in favor of, or consent to, and will vote against and not consent to, the
approval of any (i) Company Acquisition Proposal, (ii) reorganization,
recapitalization, liquidation or winding-up of the Company or any other
extraordinary transaction involving the Company
1 General
Comments: There will be 3 voting agreements ((1) WP entities, (2) GA
entities and (3) Xx. Xx and his trust).
or (iii)
corporate action the consummation of which would prevent, interfere with, impede
or delay the consummation of the transactions contemplated by the Acquisition
Agreement. Except as expressly set forth in this Section 1.01,
nothing in this Agreement shall limit the right of each Shareholder to vote or
exercise its right to consent in favor of or against, or abstain with respect
to, any matter presented to the Company’s shareholders, including in connection
with the election of directors.
Section
1.02. Irrevocable
Proxy/Power of Attorney. (a) Each Shareholder
hereby revokes any and all previous proxies granted with respect to the
Shares. Subject to Section 1.02(d), by entering into this Agreement,
each Shareholder hereby grants a proxy appointing Acquiror as such Shareholder’s
attorney-in-fact and proxy, with full power of substitution, for and in such
Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize
such voting power solely in the manner permitted by
Section 1.01. The proxy granted by each Shareholder pursuant to
this Article 1 is irrevocable and is granted in consideration of Acquiror
entering into this Agreement and the Acquisition Agreement and incurring certain
related fees and expenses. The proxy granted by each Shareholder
shall be automatically revoked upon termination of this Agreement in accordance
with its terms.
(b) Subject
to Section 1.02(d), each Shareholder hereby constitutes and appoints Acquiror
its attorney-in-fact, with full power of substitution, for and in such
Shareholder’s name, for the following purpose:
To
execute and deliver, for and in such Shareholder’s name, the relevant
instruction to any applicable broker with respect to all ADSs held by such
Shareholder immediately prior to the Company Shareholder Meeting through such
broker, instructing such broker to instruct the registered holder to vote or
cause to be voted the Shares represented by such ADSs solely in the manner
permitted by Section 1.01.
(c) Each
Shareholder hereby ratifies and confirms everything said attorney-in-fact may do
by virtue of, and in accordance with, this Section. The power of attorney
granted hereby is intended to secure an interest in property and, in addition,
the obligations of such Shareholder under this Agreement, and shall be
irrevocable. The power of attorney set forth in this Section shall not be
revoked by any subsequent power of attorney such Shareholder may
execute.
(d) Notwithstanding
any provision of this Agreement to the contrary, Acquiror (or its proxy or
substitute) shall be authorized to exercise the rights granted to it in Section
1.02(a) or instruct any applicable broker to vote Shares represented by ADSs
beneficially owned by such Shareholder pursuant to Section 1.02(b), in each
case, only in the event such Shareholder has failed to deliver at
2
least
five Business Days prior to the Company Shareholder Meeting, as applicable, (i)
to the Secretary of the Company (with a copy to Acquiror) a duly executed proxy
card with respect to Shares for which such Shareholder is a record holder and
(ii) to the applicable broker (with a copy to Acquiror) a duly executed
instruction with respect to ADSs beneficially owned by such Shareholder, in each
case voting the Shares in the manner permitted by Section 1.01 or in the
event such proxy card or instruction has been thereafter modified or revoked or
otherwise fails to provide evidence of Shareholder’s compliance with the
obligations of such Shareholder set forth in Section 1.01.
(e) Acquiror
shall promptly provide each Shareholder with copies of any and all instructions
and other documents delivered by Acquiror to any broker in respect of Shares
represented by ADSs beneficially owned by such Shareholder.
Section
1.03. Capacity
as a Shareholder. Notwithstanding any provision of this
Agreement to the contrary, nothing in this Agreement shall limit or restrict
Shareholder in his capacity as a director or officer of the Company or any
designee, employee, representative or affiliate of any Shareholder who is a
director or officer of the Company from acting in such capacity or voting in
such person’s sole discretion on any matter (it being understood that this
Agreement shall apply to each Shareholder solely in such Shareholder’s capacity
as a shareholder of the Company).
ARTICLE
2
Representations
and Warranties of Shareholders
Each
Shareholder represents and warrants to Acquiror that:
Section
2.01. Corporation
Authorization. In the event of any Shareholder that is not a
natural person, the execution, delivery and performance by such Shareholder of
this Agreement and the consummation by such Shareholder of the transactions
contemplated hereby are within the organizational powers of such Shareholder and
have been duly authorized by all necessary organizational
action. This agreement constitutes a valid and binding agreement of
such Shareholder.
Section
2.02. Non-Contravention. The
execution, delivery and performance by such Shareholder of this Agreement and
the consummation of the transactions contemplated hereby do not and will not (i)
violate the constitutional documents of such Shareholder in the event of any
Shareholder that is not a natural person, (ii) violate any Applicable Law
(assuming the making of any filings that may be required under the HSR Act or
filings that may be required under Section 13(d) or Section 16 of the 1934 Act,
or as otherwise set forth in the Acquisition Agreement, and assuming that any
and all filings with, notifications
3
to, or
approvals of or actions by any Governmental Authority (other than any
Governmental Authority of or in the U.S. or the Cayman Islands) required in
connection with the transactions contemplated by the Acquisition Agreement have
been made or obtained in a timely manner) or (iii) require any consent or other
action by any Person (excluding any Governmental Authority (other than any
Governmental Authority of or in the U.S. or the Cayman Islands) and assuming the
making of any filings that may be required under the HSR Act or filings that may
be required under Section 13(d) or Section 16 of the 1934 Act, or as otherwise
set forth in the Acquisition Agreement) under, constitute a default under, or
give rise to any right of termination, cancellation or acceleration or to a loss
of any benefit to which such Shareholder is entitled under any provision of any
agreement or other instrument binding on such Shareholder, [including those
relating to the pledge by GapStar, LLC of Shares held by it to a financial
institution,]2 except in the case of clauses (ii) and (iii)
as would not reasonably be expected to have, individually or in the aggregate, a
material adverse effect on such Shareholder’s performance of its obligations
hereunder.
Section
2.03. Ownership
of Shares. As of the date hereof, such Shareholder is the
record and beneficial owner of the Shares that are not represented by ADSs and
is the beneficial owner of the Shares that are represented by ADSs, in each case
free and clear of any Lien and any other limitation or restriction (including
any restriction on the right to vote or otherwise dispose of the Shares), in
each case other than [(i)] any restrictions applicable to the Shares that may
exist pursuant to securities laws [and (ii) the pledge by GapStar, LLC of Shares
held by it to a financial institution]3. None of the Shares is subject to
any voting trust or other agreement or arrangement with respect to the voting of
such Shares.
Section
2.04. Total
Shares. As of the date hereof, except for the Shares set forth
on the signature page hereto, such Shareholder does not beneficially own any (i)
shares of the Company entitling such Shareholder to vote at meetings of
shareholders of the Company, including the Company Shareholder Meeting, (ii)
securities of the Company convertible into or exchangeable for shares of the
Company entitling such Shareholder to vote at meetings of shareholders of the
Company, including the Company Shareholder Meeting or (iii) options or other
rights to acquire from the Company any shares of the Company or securities
convertible into or exchangeable for shares of the Company entitling such
Shareholder to vote at meetings of shareholders of the Company, including the
Company Shareholder Meeting.
4
Section
2.05. Finder’s
Fees. No investment banker, broker, finder or other
intermediary is entitled to a fee or commission from Acquiror or the Company in
respect of this Agreement based upon any arrangement or agreement made by or on
behalf of such Shareholder.
ARTICLE
3
Representations
and Warranties of Acquiror
Acquiror
represents and warrants to each Shareholder that:
Section
3.01. Corporation
Authorization. The execution, delivery and performance by
Acquiror of this Agreement and the consummation by Acquiror of the transactions
contemplated hereby are within the corporate powers of Acquiror and have been
duly authorized by all necessary corporate action. This Agreement
constitutes a valid and binding agreement of Acquiror.
Section
3.02. Non-Contravention. The
execution, delivery and performance by Acquiror of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
violate the constitutional documents of Acquiror, (ii) violate any Applicable
Law (assuming the making of any filings that may be required under the HSR Act
or filings that may be required under Section 13(d) or Section 16 of the 1934
Act, or as otherwise set forth in the Acquisition Agreement, and assuming that
any and all filings with, notifications to, or approvals of or actions by any
Governmental Authority (other than any Governmental Authority of or in the U.S.
or the Cayman Islands) required in connection with the transactions contemplated
by the Acquisition Agreement have been made or obtained in a timely manner) or
(iii) require any consent or other action by any Person (excluding any
Governmental Authority (other than any Governmental Authority of or in the U.S.
or the Cayman Islands) and assuming the making of any filings that may be
required under the HSR Act or filings that may be required under Section 13(d)
or Section 16 of the 1934 Act, or as otherwise set forth in the Acquisition
Agreement) under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration or to a loss of any benefit to which
Acquiror is entitled under any provision of any agreement or other instrument
binding on Acquiror, except in the case of clauses (ii) and (iii) as would not
reasonably be expected to have, individually or in the aggregate, a material
adverse effect on Acquiror’s performance of its obligations hereunder or under
the Acquisition Agreement.
5
ARTICLE
4
Covenants
of Shareholders
Each
Shareholder hereby covenants and agrees that:
Section
4.01. No
Proxies for or Encumbrances on Shares. Except pursuant to the
terms of this Agreement, such Shareholder shall not, without the prior written
consent of Acquiror, directly or indirectly, (i) grant any proxy or power of
attorney or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or (ii) sell, assign, transfer,
encumber, pledge or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance, pledge or other disposition of, any Shares
during the term of this Agreement; provided, however, that such
Shareholder may transfer any Shares to [one or more Affiliates]4[family members or for estate planning
purposes]5 so long as any applicable transferee prior to
such transfer agrees in writing to be bound by the provisions of this Agreement
(a copy of which written agreement shall promptly be provided to Acquiror) and
such transfer shall not relieve such Shareholder from any of its obligations
hereunder. Such Shareholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, pledge or other disposition or any such
contract, option or other arrangement or understanding.
Section
4.02. Options,
Rights and Other Securities. Such Shareholder may, in its sole
discretion, elect to exercise or convert, in whole or in part, any option, right
or other security (and, including the Company Convertible Notes, the “Share Instruments”)
exercisable for or convertible into Shares held by such Shareholder. All voting
rights attached to Shares received by such Shareholder upon exercise or
conversion of any Share Instrument which are entitled to vote at any meeting of
shareholders of the Company at which the Scheme is presented for approval and
adoption shall be exercised in accordance with this Agreement. Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall
obligate any Shareholder to convert any Share Instrument held by it at any
time.
6
ARTICLE
5
Miscellaneous
Section
5.01. Other
Definitional and Interpretative Provisions. Unless specified
otherwise, in this Agreement the obligations of any party consisting of more
than one person are several and not joint. The words “hereof”,
“herein” and “hereunder” and words of like import used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof. References to Articles, Sections, Exhibits and Schedules are
to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise
specified. All Exhibits and Schedules annexed hereto or referred to
herein are hereby incorporated in and made a part of this Agreement as if set
forth in full herein. Any singular term in this Agreement shall be deemed to
include the plural, and any plural term the singular. Whenever the
words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation”, whether or not
they are in fact followed by those words or words of like
import. “Writing”, “written” and comparable terms refer to printing,
typing and other means of reproducing words (including electronic media) in a
visible form. References to any agreement or contract are to that
agreement or contract as amended, modified or supplemented from time to time in
accordance with the terms hereof, including Section 5.03, and
thereof. References to any Person include the successors and
permitted assigns of that Person. References from or through any date
mean, unless otherwise specified, from and including or through and including,
respectively.
Section
5.02. Further
Assurances. Subject to the final sentence of Section 4.02,
from the date hereof until this Agreement is terminated pursuant to Section
5.03, Acquiror and the Shareholders will each use reasonable best efforts to
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its 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 and regulations, to effectuate the
rights of Acquiror and obligations of the Shareholders set forth in this
Agreement.
Section
5.03. Amendments;
Termination. Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed, in
the case of an amendment, by each party to this Agreement or in the case of a
waiver, by the party against whom the waiver is to be effective. This
Agreement shall automatically terminate upon the earliest to occur of (i) the
termination of the Acquisition Agreement in accordance with its terms, (ii) the
consummation of the Acquisition and (iii) the date of any amendment,
modification, change or waiver of the Acquisition Agreement
7
executed
after the date hereof that results in (a) a decrease in the cash or stock
portion of the Acquisition Consideration, (b) a decrease in the Acquisition
Consideration (as defined in the Acquisition Agreement on the date hereof) or
(c) any delay in the consummation of the Acquisition until after the End Date,
in each case, that is not consented to in writing by each Shareholder in its
sole discretion prior to such amendment, modification, change or waiver of the
Acquisition Agreement.
Section
5.04. Expenses. [All
costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such cost or expense.]6 [All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense;
provided that on the
Closing Date, Acquiror shall cause the Company to reimburse the Shareholders for
the Shareholders’ reasonable and documented costs, fees and expenses, including
the reasonable costs, fees and expenses of legal counsel, incurred by the
Shareholders in connection with the negotiation and execution and delivery of
this Agreement and the transactions contemplated hereby and any instrument
delivered in connection herewith as well as any amendments, modifications or
waivers hereof; provided
further that the aggregate amount of such reimbursement provided to the
Shareholders shall not exceed $15,000.]7
Section
5.05. Successors and
Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that, subject to
Section 4.01, no party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the consent of each other
party hereto, except that Acquiror may transfer or assign its rights and
obligations under this Agreement, in whole or from time to time in part, to one
or more of its Affiliates at any time; provided that such transfer
or assignment shall not relieve Acquiror of its obligations hereunder or
enlarge, alter or change any obligation of any other party hereto or due to
Acquiror.
Section
5.06. Governing
Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware without regard to the conflicts of
law rules of such state, other than with respect to any matters to which the
Cayman Companies Law mandatorily applies, with respect to which the Cayman
Companies Law shall apply.
Section
5.07. Jurisdiction. (a)
The parties hereto agree that any suit, action or proceeding seeking to enforce
any provision of, or based on any matter
8
arising
out of or in connection with, this Agreement or the transactions contemplated
hereby (whether brought by any party or any of its Affiliates or against any
party or any of its Affiliates) shall be brought in the Delaware Chancery Court
or, if such court shall not have jurisdiction, any federal court located in the
State of Delaware or other Delaware state court, and each of the parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient
forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. [Without limiting the foregoing, each party that
is neither a U.S. resident nor organized under the laws of the U.S., any State
thereof or the District of Columbia (any such party, a “Foreign Party”) agrees that
service of process on such party as provided in Section 5.07(b), with written
notice of said service to such party as provided in Section 5.12, shall be
deemed effective service of process on such party.]8
(b) [EACH
FOREIGN PARTY HEREBY IRREVOCABLY DESIGNATES [WUXI APPTEC, INC.] [GENERAL
ATLANTIC SERVICE COMPANY, LLC] (IN SUCH CAPACITY, THE “PROCESS AGENT”), WITH AN
OFFICE AT [2540 XXXXXXXXX XXXXX, XX. XXXX, XX 00000, ATTENTION: XXXXX XXXXXX]
[THREE XXXXXXXX XXXXX, XXXXXXXXX, XX 00000, ATTENTION: XXXXX X.
XXXXXXXXXX, ESQ., FAX: (000) 000-0000,] AS ITS DESIGNEE, APPOINTEE
AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH
JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER AGREEMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT, AND SUCH
SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS
AGENT. SUCH FOREIGN PARTY SHALL TAKE ALL SUCH ACTIONS AS MAY BE
REASONABLY NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO
APPOINT ANOTHER AGENT SO THAT SUCH FOREIGN PARTY WILL AT ALL TIMES HAVE AN AGENT
FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN THE UNITED STATES OF
AMERICA. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE
PROCESS IN ANY MANNER PERMITTED BY APPLICABLE LAW. EACH FOREIGN PARTY
EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING
9
WAIVER IS
INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF DELAWARE AND OF THE
UNITED STATES OF AMERICA.]9
Section
5.08. Counterparts;
Effectiveness. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when each party hereto shall have received counterparts
hereof signed by all of the other parties hereto. Until and unless
each party has received a counterpart hereof signed by the other party hereto,
this Agreement shall have no effect and no party shall have any right or
obligation hereunder (whether by virtue of any other oral or written agreement
or other communication).
Section
5.09. Severability. If
any term, provision or covenant of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions and covenants of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.
Section
5.10. Specific
Performance. The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement is not performed in
accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof in addition to any other remedy to
which they are entitled at law or in equity.
Section
5.11. Capitalized
Terms. Capitalized terms used but not defined herein shall
have the respective meanings set forth in the Acquisition Agreement as of the
date hereof.
Section
5.12. Notices. All
notices, requests and other communications to any party hereunder shall be in
writing (including facsimile transmission) and shall be given,
if to
Acquiror, as provided in Section 11.01 of the Acquisition
Agreement:
if to any
Shareholder, to:
[the
Company as provided in Section 11.01 of the Acquisition Agreement]
10
[General
Atlantic Service Company, LLC
Three
Xxxxxxxx Xxxxx,
Xxxxxxxxx,
XX 00000
Attention: Xxxxx
X. Xxxxxxxxxx, Esq.,
Fax: (000)
000-0000]
[Warburg
Pincus LLC
000
Xxxxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
Attention: Xxxxx
X. Xxxxxxx, Esq.
Fax: (000)
000-0000]
with
copies to the Company as provided in Section 11.01 of the Acquisition
Agreement.
[Signature
Pages Follow]
11
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the day and year first
above written.
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Xxxxxxx
River Laboratories International, Inc.
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By:
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Name:
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||||
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Title:
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||||
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GENERAL
ATLANTIC PARTNERS (BERMUDA), L.P.
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||
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By:
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General
Atlantic GenPar (Bermuda), L.P., its General Partner
|
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By:
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GAP
(Bermuda) Limited, its General Partner
|
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By:
|
/s/
Xxxxxxx Xxxxxx
|
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| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President |
Shares
owned by General Atlantic Partners (Bermuda), L.P. as of the date
hereof:
17,215,186
Shares
Options,
rights and other securities owned by General Atlantic Partners (Bermuda), L.P.
as of the date hereof that are exercisable for or convertible into Shares (both
vested and unvested, as the case may be):
Company
Convertible Notes in the principal amount of $22,999,655 convertible into
14,963,576 Shares
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WARBURG
PINCUS PRIVATE EQUITY X, L.P.
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||
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By:
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Warburg
Pincus X, L.P., its general partner
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By:
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Warburg
Pincus X LLC, its general partner
|
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By:
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Warburg
Pincus Partners, LLC, its managing member
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By:
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Warburg
Pincus & Co., its managing member
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By:
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/s/
Xxxxxxxx Xxxx
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Name:
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Xxxxxxxx Xxxx | |
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Title:
|
Partner
|
Shares
owned by Warburg Pincus Private Equity X, L.P. as of the date
hereof:
25,977,440
Shares not represented by ADSs; and
10,106,880
Shares represented by 1,263,360 ADSs
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WARBURG
PINCUS X PARTNERS, L.P.
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By:
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Warburg
Pincus X, L.P., its general partner
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By:
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Warburg
Pincus X LLC, its general partner
|
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By:
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Warburg
Pincus Partners, LLC, its managing member
|
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By:
|
Warburg
Pincus & Co., its managing member
|
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By:
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/s/
Xxxxxxxx Xxxx
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Name:
|
Xxxxxxxx Xxxx | |
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Title:
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Partner
|
Shares
owned by Warburg Pincus X Partners, L.P. as of the date hereof:
831,056
Shares not represented by ADSs; and
323,336
Shares represented by 40,417 ADSs
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GAP-W
INTERNATIONAL, L.P.
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By:
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General
Atlantic GenPar (Bermuda), L.P., its General Partner
|
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By:
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GAP
(Bermuda) Limited, its General Partner
|
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By:
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/s/
Xxxxxxx Xxxxxx
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| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President |
Shares
owned by GAP-W International, L.P. as of the date hereof:
6,549,350
Shares
Options,
rights and other securities owned by GAP-W International, L.P. as of the date
hereof that are exercisable for or convertible into Shares (both vested and
unvested, as the case may be):
Company
Convertible Notes in the principal amount of $8,750,000 convertible into
5,692,751 Shares
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GAPSTAR,
LLC
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||
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By:
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/s/
Xxxxxxx Xxxxxx
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| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President |
Shares
owned by GapStar, LLC as of the date hereof:
392,958
Shares
Options,
rights and other securities owned by GapStar, LLC as of the date hereof that are
exercisable for or convertible into Shares (both vested and unvested, as the
case may be):
Company
Convertible Notes in the principal amount of $525,000 convertible into 341,565
Shares
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GAP
COINVESTMENTS III, LLC
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By:
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/s/
Xxxxxxx Xxxxxx
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| Name: | Xxxxxxx Xxxxxx | |
| Title: | A Managing Member |
Shares
owned by GAP Coinvestments III, LLC as of the date hereof:
1,567,848
Shares
Options,
rights and other securities owned by GAP Coinvestments III, LLC as of the date
hereof that are exercisable for or convertible into Shares (both vested and
unvested, as the case may be):
Company
Convertible Notes in the principal amount of $2,094,680 convertible into
1,362,799 Shares
|
GAP
COINVESTMENTS IV, LLC
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|
| Name: | Xxxxxxx Xxxxxx | |
| Title: | A Managing Member |
Shares
owned by GAP Coinvestments IV, LLC as of the date hereof:
367,008
Shares
Options,
rights and other securities owned by GAP Coinvestments IV, LLC as of the date
hereof that are exercisable for or convertible into Shares (both vested and
unvested, as the case may be):
Company
Convertible Notes in the principal amount of $490,315 convertible into 318,999
Shares
|
GAP
COINVESTMENTS CDA, L.P.
|
||
|
By:
|
General
Atlantic LLC, its General Partner
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Managing Director |
Shares
owned by GAP Coinvestments CDA, L.P. as of the date hereof:
32,750
Shares
Options,
rights and other securities owned by GAP Coinvestments CDA, L.P. as of the date
hereof that are exercisable for or convertible into Shares (both vested and
unvested, as the case may be):
Company
Convertible Notes in the principal amount of $43,750 convertible into 28,464
Shares
|
GAPCO
GMBH & CO. KG
|
||
|
By:
|
GAPCO
Management GmbH, its General Partner
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Managing Director |
Shares
owned by GAPCO GmbH & Co. KG as of the date hereof:
72,300
Shares
Options,
rights and other securities owned by GAPCO GmbH & Co. KG as of the date
hereof that are exercisable for or convertible into Shares (both vested and
unvested, as the case may be):
Company
Convertible Notes in the principal amount of $96,600 convertible into 62,848
Shares
|
By:
|
/s/ Xx Xx | |
|
Name:
|
Dr.
Xx Xx
|
|
Shares
owned by Dr. Xx Xx as of the date hereof (excluding any Shares on the signature
pages of the other Shareholders):
4 Shares
not represented by ADSs
9,852,656
Shares represented by 1,231,582 ADSs
Options,
rights and other securities owned by Dr. Xx Xx as of the date hereof that are
exercisable for or convertible into Shares (both vested and unvested, as the
case may be, but excluding any options, rights or other securities on the
signature pages of the other Shareholders):
941,336
vested restricted stock units
1,965,336
unvested restricted stock units
320,000
Shares issuable upon the exercise of vested options
640,000
Shares issuable upon the exercise of unvested options
|
X.X.
XXXXXX TRUST COMPANY OF DELAWARE, AS TRUSTEE FOR NGM FAMILY 2006
IRREVOCABLE TRUST
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx | |
|
Name:
|
Xxxxxxx
X. Xxxxxxx
|
|
|
Title:
|
Vice
President
|
|
Shares
owned by the NGM Family 2006 Irrevocable Trust as of the date hereof (excluding
any Shares on the signature pages of the other Shareholders):
9,179,291
Shares not represented by ADSs
759,120
Shares represented by 94,890 ADSs
Options,
rights and other securities owned by the NGM Family 2006 Irrevocable Trust as of
the date hereof that are exercisable for or convertible into Shares (both vested
and unvested, as the case may be, but excluding any options, rights or other
securities on the signature pages of the other Shareholders):
None
