LIMITED GUARANTEELimited Guarantee • September 1st, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
LIMITED GUARANTEE, dated as of August 14, 2015 (this “Limited Guarantee”), by Dr. Ge Li (the “Guarantor”) in favor of WuXi PharmaTech (Cayman) Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
EQUITY COMMITMENT LETTER August 14, 2015WuXi PharmaTech (Cayman) Inc. • September 1st, 2015 • Pharmaceutical preparations • New York
This letter agreement sets forth the commitment of Temasek Life Sciences Private Limited, a limited company organized and existing under the Laws of Singapore (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of New WuXi Life Science Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among WuXi PharmaTech (Cayman) Inc. (the “Company”), New WuXi Life Science Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and WuXi Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly
AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • September 1st, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT, dated as of July 2, 2015 (this “Agreement”), is made by and among Dr. Ge Li (the “Chairman”), ABG Capital Partners II GP, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“ABG”), Boyu Capital Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Boyu” and, together with ABG, the “Initial Sponsors”), Temasek Life Sciences Private Limited, a limited company formed under the laws of Singapore (“Temasek”), Hillhouse Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Hillhouse”) and Ping An Insurance (Group) Company of China. Ltd., a joint stock limited company formed under the laws of the People’s Republic of China (the “PRC”) (“Ping An”). Each of the Chairman, ABG, Boyu and Temasek is referred to herein as a “Principal Consortium Member” and, collectively, as the “Principal Consortium Members”. Each of the Principal Consortium M
To: Group & Cloud Limited (the “Borrower”) Waigaoqiao Free Trade Zone Shanghai 200131, China Attention: Mr. Li GeStrictly Private and Confidential • September 1st, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
This letter is to be read together with the term sheet attached hereto as Appendix A to this letter (the “Term Sheet”; together with this letter and appendices attached hereto, this “Commitment Letter”). Each capitalised term defined in the Term Sheet, unless otherwise defined in this Commitment Letter or the other Underwriting Documents (as defined below), has the same meaning when used in this Commitment Letter. For purposes of the Underwriting Documents:
EQUITY COMMITMENT LETTER August 14, 2015WuXi PharmaTech (Cayman) Inc. • September 1st, 2015 • Pharmaceutical preparations • New York
This letter agreement sets forth the commitment of Ping An Life Insurance Company of China, Ltd. (Registration No. 100000000037463, a joint stock limited company organized and existing under the Laws of the People’s Republic of China (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of New WuXi Life Science Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among WuXi PharmaTech (Cayman) Inc. (the “Company”), New WuXi Life Science Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and WuXi Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Compa
EQUITY COMMITMENT LETTER August 14, 2015WuXi PharmaTech (Cayman) Inc. • September 1st, 2015 • Pharmaceutical preparations • New York
This letter agreement sets forth the commitment of Dr. Ge Li (the “Borrower Shareholder”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Group & Cloud Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Borrower”).
AMENDMENT TO THE AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • September 1st, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations
This AMENDMENT TO THE AMENDED AND RESTATED CONSORTIUM AGREEMENT, dated as of August 14, 2015 (this “Amendment”), is made by and among Dr. Ge Li (the “Chairman”), ABG Capital Partners II GP, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“ABG”), Boyu Capital Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Boyu”), Temasek Life Sciences Private Limited, a limited company formed under the laws of Singapore (“Temasek”), Hillhouse Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Hillhouse”), Ping An Insurance (Group) Company of China. Ltd., a joint stock limited company formed under the laws of the PRC (“Ping An” and together with the Chairman, ABG, Boyu, Temasek and Hillhouse, the “Original Parties”), G&C Partnership L.P. (“G&C”), ABG II-WX Limited, a company formed under the laws of the British Virgin Islands (“New ABG”), Hillhouse Capital Fund II, L.P., an exempted
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • September 1st, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
This Interim Investors Agreement (this “Agreement”) is made as of August 14, 2015 by and among Dr. Ge Li (the “Chairman”) (solely for the purposes of Section 2.1 and Section 3), G&C Partnership L.P., an exempted limited partnership formed under the laws of the Cayman Islands (the “Management Roll-over Entity”), ABG II-WX Limited, a company formed under the laws of the British Virgin Islands (“ABG”), Boyu Capital Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Boyu”), Temasek Life Sciences Private Limited, a limited company formed under the laws of Singapore (“Temasek”), Hillhouse Capital Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Hillhouse”), and Ping An Life Insurance Company of China, Ltd. (Registration No.100000000037463), a joint stock limited company formed under the laws of the People’s Republic of China (“Ping An”, together with ABG, Boyu, Temasek, Hillhouse and any Additional Sponsor
