ZAI LAB LIMITED ORDINARY SHARES, PAR VALUE $0.00006 PER SHARE in the form of [●] American Depositary Shares Underwriting AgreementZai Lab LTD • September 1st, 2017 • Pharmaceutical preparations • New York
The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of the Closing Date (defined below), among the Company, Citibank, N.A. as depositary (the “Depositary”), and owners and beneficial owners from time to time of the ADSs. Each Offered ADS will initially represent the right to receive [●] Ordinary Shares deposited pursuant to the Deposit Agreement.
DEPOSIT AGREEMENT by and among ZAI LAB LIMITED and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2017Deposit Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of , 2017, by and among (i) ZAI LAB LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
SECOND AMENDED AND RESTATED FOUNDER EMPLOYMENT AGREEMENTFounder Employment Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations • Hong Kong
THIS SECOND AMENDED AND RESTATED FOUNDER EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of February 3, 2017 (the “Effective Date”), by and between Zai Lab (Hong Kong) Ltd., a limited company incorporated under the laws of Hong Kong whose registered office is at Room 1902, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (the “Company”), and Ying Du, an individual (the “Founder”) whose U.S. passport number is #########.
ZAI LAB LIMITED RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations
This agreement (this “Agreement”) evidences an award (the “Award”) of Restricted Share units granted by Zai Lab Limited (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of the Zai Lab Limited 2017 Equity Incentive Plan (as amended from time to time, the “Plan”).
EMPLOYMENT AGREEMENT (James Yan)Employment Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations • Hong Kong
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of March 10th, 2015 (the “Effective Date”), by and between Zai Lab (Hong Kong) Ltd., a Hong Kong Corporation (the “Company”), and James Yan, an individual (“Employee”) residing at 400 Chateau Dr., Buffalo Grove, IL USA and whose US passport number is #########.
Jinchuang Building House Leasing ContractZai Lab LTD • September 1st, 2017 • Pharmaceutical preparations
Basic support facilities of the house is the distribution quantity of 100W/square meters, and Party B’s electricity consumption shall not exceed 100W/square meters; Party A will apply for the telephone to the communication authority based on the standard of one set of telephone every 60 square meters; the load bearing force of the building is 250 kg/m2. If Party B’s demand on supporting facilities exceeds the abovementioned data and additional configuration is required, Party B shall put forward a written request to PartyA in advance and pay the corresponding rectification fees. Yearly water consumption of Party B shall not exceed 4 cubic meters/square meter. If the actual yearly water consumption of Party B exceeds the abovementioned limit, Party B shall pay for the excessive portion at the corresponding rate as provided by the competent authority.
FOUNDER EMPLOYMENT AGREEMENTFounder Employment Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations • Hong Kong
THIS FOUNDER EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 6, 2014 by and between Zai Lab (Hong Kong) Limited, a limited company organized under the laws of Hong Kong (the “Company”), and Ning Xu, a natural person residing at 8-1-201 Shanghai Shalong, Yizhuang, Daxing District, Beijing 100176, P. R. China and whose Chinese passport number is ######### (the “Founder”).
ZAI LAB LIMITED NON-STATUTORY STOCK OPTION AGREEMENTEquity Incentive Plan • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Zai Lab Limited (the “Company”) to the individual named above (the “Optionee”), pursuant to and subject to the terms of the Zai Lab Limited 2017 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations • Hong Kong
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on May 7, 2017 (the “Effective Date”), by and between Zai Lab (Hong Kong) Ltd., a limited company incorporated under the laws of Hong Kong whose registered office is at Room 1902, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (the “Company”), and Harald Reinhart, an individual (the “Employee”) whose mailing address is #### ### ######, ##### #####, ###### and whose United States of America passport number is #########.
EMPLOYMENT AGREEMENT (Qi Liu)Employment Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations • Hong Kong
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 1, 2015 (the “Effective Date”), by and between Zai Lab (Hong Kong) Ltd., a Hong Kong Corporation (the “Company”), and Qi Liu, an individual (“Employee”) residing at 3 Overlook Circle, West Chester, PA 19382 and whose US passport number is #########.
ZAI LAB LIMITED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 1st, 2017 • Zai Lab LTD • Pharmaceutical preparations
This award evidences the grant of Restricted Stock (the “Award”) by Zai Lab Limited (the “Company”), on [________] to [____________] (the “Grantee”) pursuant to and subject to the terms of the Zai Lab Limited 2017 Equity Incentive Plan (as from time to time in effect, the “Plan”).
