Joint Filing AgreementJoint Filing Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of ShangPharma Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
This Interim Investors Agreement (the “Agreement”) is made as of December 21, 2012 by and among SHANGPHARMA HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”) and the other parties appearing on the signature pages hereto (the “Investors”).
CONTRIBUTION AGREEMENTContribution Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2012 by and among SHANGPHARMA HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), SHANGPHARMA PARENT LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of ShangPharma Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
AMENDMENT TO CONSORTIUM AGREEMENT Dated as of December 21, 2012Consortium Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations
This amendment (the “Amendment”) to the Consortium Agreement (the “Agreement”) dated as of July 6, 2012, among Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited and TPG Star Charisma Limited (collectively, the “Parties”), is hereby made by the unanimous written consent of the Parties to the Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
LIMITED GUARANTYLimited Guaranty • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
LIMITED GUARANTY, dated as of December 21, 2012 (this “Limited Guaranty”), by Mr. Michael Xin Hui (the “Founder Guarantor”), TPG Star, L.P., a Delaware limited partnership (the “TPG Star Guarantor”), and TPG Biotechnology Partners II, L.P., a Delaware limited partnership, (the “TPG Biotech Guarantor” and together with the Founder Guarantor and TPG Star Guarantor, collectively, the “Guarantors” and each, a “Guarantor”), in favor of ShangPharma Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
VOTING AGREEMENTVoting Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2012, by and among SHANGPHARMA PARENT LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), SHANGPHARMA CORPORATION, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company, listed on Schedule A (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
