SECURITIES PURCHASE AGREEMENT (this “Agreement”) made on July 5, 2021Securities Purchase Agreement • July 15th, 2021 • Lin Chang-Hai • Pharmaceutical preparations • Hong Kong
B Preferred Shares (in number equal to the number of Series B preferred shares issued by Cayman 2), in each case issued by the Company at a per-share price equal to the USD Equivalent of the Bidco Redemption Price. The Company will use the proceeds from such subscriptions to acquire all of the issued shares of Bidco from the Rollover Shareholders. The Rollover Shareholders will then use the proceeds from the sale to subscribe for ordinary shares issued by the Issuer or Cayman 2, as applicable, except that (i) with respect to the Bidco Series A-1 Special Shares, the Major Shareholders will receive Series A preferred shares issued by the Issuer, and (ii) with respect to the Bidco Series A-2 Special Shares and Bidco Special A-3 Special Shares, the Other Rollover Shareholders will receive Series A preferred shares and Series B preferred shares, respectively, issued by Cayman 2. The Series A preferred shares of each of the Issuer and Cayman 2 will be exchanged for Series A-2 Preferred Share
Investment AgreementInvestment Agreement • July 15th, 2021 • Lin Chang-Hai • Pharmaceutical preparations
Woods Investment, Ltd., a limited company limited by shares incorporated in accordance with the Applicable Laws of the R.O.C. (Company); and
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • July 15th, 2021 • Lin Chang-Hai • Pharmaceutical preparations
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the American Depositary Shares, each representing two common shares, par value NT$10.00 per share, of Taiwan Liposome Company, Ltd., is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each 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 others, except to the extent that it knows or has reason to believe that such
