Prepared by R.R. Donnelley Financial -- EX-10.21




 Exhibit 10.21 

JOINDER AGREEMENT 
 This
Joinder Agreement (the “Joinder Agreement”) is made and dated as of June 3, 2014, and is entered into by and between ZP Holdings, Inc., a Delaware corporation (“ZP Holdings”), and Hercules Technology Growth
Capital, Inc., a Maryland corporation, as a Lender. 
 RECITALS 

A. ZP Holdings’s Affiliate, Zosano Pharma, Inc. (“Company”) has entered into that certain Loan and Security Agreement
dated June 3, 2014 with Lender, as such agreement may be amended (the “Loan Agreement”), together with the other agreements executed and delivered in connection therewith; 

B. ZP Holdings acknowledges and agrees that it will benefit both directly and indirectly from Company’s execution of the Loan Agreement,
the Warrant and the other agreements executed and delivered in connection therewith; 
 AGREEMENT 

NOW THEREFORE, ZP Holdings and Lender agree as follows: 
  

	1.	The recitals set forth above are incorporated into and made part of this Joinder Agreement. Capitalized terms not defined herein shall have the meaning provided in the Loan Agreement. 


 

	2.	By signing this Joinder Agreement, ZP Holdings shall be bound by the terms and conditions of the Loan Agreement the same as if it were the Borrower (as defined in the Loan Agreement) under the Loan Agreement, mutatis
mutandis, provided however, that (a) all exhibits and schedules referred to in Section 5 or 7 of the Agreement are replaced by the exhibits and schedules attached to this Joinder Agreement, and (b) Lender shall have no duties,
responsibilities or obligations to ZP Holdings arising under or related to the Loan Agreement or the other agreements executed and delivered in connection therewith, and (c) that if ZP Holdings is covered by Company’s insurance, ZP
Holdings shall not be required to maintain separate insurance or comply with the provisions of Sections 6.1 and 6.2 of the Loan Agreement, and (d) that as long as Company satisfies the requirements of Section 7.1 of the Loan Agreement, ZP
Holdings shall not have to provide Lender separate Financial Statements. To the extent that Lender has any duties, responsibilities or obligations arising under or related to the Loan Agreement or the other agreements executed and delivered in
connection therewith, those duties, responsibilities or obligations shall flow only to Company and not to ZP Holdings or any other person or entity. By way of example (and not an exclusive list): (a) Lender’s providing notice to Company in
accordance with the Loan Agreement or as otherwise agreed between Company and Lender shall be deemed provided to ZP Holdings; (b) Lender’s providing an Advance to Company shall be deemed an Advance to ZP Holdings; and (c) ZP Holdings
shall have no right to request an Advance or make any other demand on Lender. 

  

	3.	ZP Holdings acknowledges that it benefits, both directly and indirectly, from the Loan Agreement and the delivery of the Warrant, and hereby waives, for itself and on behalf on any and all successors in interest
(including without limitation any assignee for the benefit of creditors, receiver, bankruptcy trustee or itself as debtor-in-possession under any bankruptcy proceeding) to the fullest extent provided by law, any and all claims, rights or defenses to
the enforcement of this Joinder Agreement or the Warrant on the basis that (i) it failed to receive adequate consideration for the execution and delivery of this Joinder Agreement or Warrant, or (ii) its obligations under this Joinder
Agreement or Warrant are avoidable as a fraudulent conveyance. 

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 Joinder Agreement - ZP Holdings 









 [SIGNATURE PAGE TO JOINDER AGREEMENT] 

 

					
	ZP HOLDINGS, INC.:	 	
		
	 /s/ Vikram Lamba
	 	.
			
	By:	 		 	
	Name:	 	Vikram Lamba	 	
	Title:	 	CEO	 	


			
	
	Address: 34790 Ardentech Court
	Fremont, CA 94555
	
	Telephone: 510-745-1200
	Facsimile: 510-742-6288
	
	HERCULES TECHNOLOGY GROWTH CAPITAL, INC. a Maryland corporation
		
	Signature:	 	 /s/ Ben Bang



			
		
	Print Name:	 	Ben Bang
	Title:	 	Senior Counsel
	Address:	 	 400 Hamilton Ave., Suite 310
 Palo Alto, CA
94301
 Facsimile: 650-473-9194

		 	Telephone: 650-289-3060


  
 Joinder Agreement - ZP Holdings 









 EXHIBIT C 

NAME, LOCATIONS, AND OTHER INFORMATION FOR ZP HOLDINGS 

1. ZP Holdings represents and warrants to Lender that ZP Holdings’ current name and organizational status as of the Closing Date is as
follows: 
  

			
	Name:	  	ZP Holdings, Inc.
		
	Type of organization:	  	Corporation
		
	State of organization:	  	Delaware
		
	Organization file number:	  	5101027

 2. ZP Holdings represents and warrants to Lender that for five (5) years prior to the Closing Date, ZP
Holdings did not do business under any other name or organization or form except the following: 
 Name: none 

Used during dates of: n/a 
 Type
of Organization: 
 State of organization: 

Organization file Number: 
 ZP
Holdings’ fiscal year ends on December 31 
 ZP Holdings’ federal employer tax identification number is: 45-4488360 

3. ZP Holdings represents and warrants to Lender that its chief executive office is located at 34790 Ardentech Court, Fremont, CA 94555. 








 EXHIBIT D 

ZP HOLDINGS PATENTS, REGISTERED TRADEMARKS, REGISTERED 

COPYRIGHTS, APPLICATIONS FOR THE FOREGOING AND MATERIAL 

LICENSES 
 None. 








 Schedule 1 

Subsidiaries 
 Borrower (Zosano Pharma,
Inc.), a Delaware corporation located at 34790 Ardentech Court, Fremont, CA 94555. 
 Zosano, Inc. (formerly named Eco Planet Corp.), a Delaware corporation
located at 34790 Ardentech Court, Fremont, CA 94555. 
 ZP Holdings is the ultimate parent of ZP Group LLC, a Delaware limited liability company and wholly
owned subsidiary of Borrower located at 34790 Ardentech Court, Fremont, CA 94555. 








 Schedule 1A 

Existing Permitted Indebtedness 
 Secured
Promissory Note in the original principal amount of $8,556,533 issued to BioMed Realty Holdings, Inc. by ZP Holdings, Inc. (and subsequently assigned by BioMed Realty Holdings, Inc. to its affiliate BMV Direct SOTRS LP), which Secured Promissory
Note is subordinated to the Secured Obligations pursuant to the Subordination Agreement. As of the Closing Date, the principal and interest outstanding under such note totals $10,065,540.00. 

Convertible Promissory Note dated September 9, 2013 in the original principal amount of $303,372 issued to BMV Direct SO LP by ZP Holdings, Inc. As of
the Closing Date, the principal and interest outstanding under such note totals $321,125.50. 
 Convertible Promissory Note dated September 9, 2013 in
the original principal amount of $991,047.43 issued to BMV Direct SOTRS LP by ZP Holdings, Inc. As of the Closing Date, the principal and interest outstanding under such note totals $1,049,044.07. 

Convertible Promissory Note dated September 9, 2013 in the original principal amount of $1,159,532.21 issued to New Enterprise Associates 12, Limited
Partnership by ZP Holdings, Inc. As of the Closing Date, the principal and interest outstanding under such note totals $1,227,388.67. 
 Convertible
Promissory Note dated September 9, 2013 in the original principal amount of $579,766.10 issued to ProQuest Investments IV, L.P. by ZP Holdings, Inc. As of the Closing Date, the principal and interest outstanding under such note totals
$613,694.33. 
 Convertible Promissory Note dated September 9, 2013 in the original principal amount of $5.30 issued to ProQuest Management LLC by ZP
Holdings, Inc. As of the Closing Date, the principal and interest outstanding under such note totals $5.61. 
 Convertible Promissory Note dated
February 26, 2014 in the original principal amount of $249,000 issued to BMV Direct SO LP by ZP Holdings, Inc. As of the Closing Date, the principal and interest outstanding under such note totals $254,293.81. 

Convertible Promissory Note dated February 26, 2014 in the original principal amount of $1,069,709.23 issued to BMV Direct SOTRS LP by ZP Holdings, Inc.
As of the Closing Date, the principal and interest outstanding under such note totals $1,092,451.54. 
 Convertible Promissory Note dated February 26,
2014 in the original principal amount of $1,181,290.77 issued to New Enterprise Associates 12, Limited Partnership by ZP Holdings, Inc. As of the Closing Date, the principal and interest outstanding under such note totals $1,206,405.34. 








 Schedule 1B 

Existing Permitted Investments 
 100%
stock ownership of Borrower (Zosano Pharma, Inc.), a Delaware corporation located at 34790 Ardentech Court, Fremont, CA 94555. 
 100% stock ownership of
Zosano, Inc. (formerly named Eco Planet Corp.), a Delaware corporation located at 34790 Ardentech Court, Fremont, CA 94555. 
 Borrower holds 100% of the
membership interests in ZP Group LLC, a Delaware limited liability company located at 34790 Ardentech Court, Fremont, CA 94555. 








 Schedule 1C 

Existing Permitted Liens 
 Secured liens
on all assets held by BioMed Realty Holdings, Inc. and BMV Direct SOTRS LP, which secured liens are subordinated to Lender’s Lien pursuant to the Subordination Agreement. 








 Schedule 5.14 

Capitalization 
 ZP Holdings’
capitalization as of the Closing Date is as follows: 30,000,000 authorized shares of Common Stock, 20,427,250.579 of which are outstanding and held as follows:** 
  

					
	 Name of Stockholder
	  	No. of Shares	 
		
	 ALZA Corporation
	  	 	7,052.067	  
		
	 Mahmoud Ameri
	  	 	16.000	  
		
	 Christina Anaya
	  	 	0.491	  
		
	 James Barrett
	  	 	22.000	  
		
	 BMV Direct SO LP
	  	 	1,816,975.000	  
		
	 BMV Direct SOTRS LP
	  	 	6,193,293.000	  
		
	 Joseph Bravo
	  	 	2.000	  
		
	 Peter Daddona
	  	 	1,275,151.000	  
		
	 Werner Frei
	  	 	2.455	  
		
	 HMB BioCapital (EUR) L.P.
	  	 	391.253	  
		
	 HMB BioCapital (US) L.P.
	  	 	132.442	  
		
	 HBM BioVentures (Cayman) Ltd.
	  	 	2,094.779	  
		
	 Ederlita C. Kwan
	  	 	0.931	  
		
	 Vikram Lamba
	  	 	2,525,000.000	  
		
	 Laurie Liu
	  	 	6.000	  
		
	 Jimmy Lopez
	  	 	1.000	  
		
	 Jim Mellers
	  	 	8.000	  
		
	 NEA Ventures 2006, Limited Partnership
	  	 	19.836	  
		
	 New Enterprise Associates 12, Limited Partnership
	  	 	7,175,524.904	  
		
	 Nomura Phase4 Ventures L.P.
	  	 	787,522.946	  
		
	 Gary Otake
	  	 	17.000	  
		
	 Elaine Peters
	  	 	11.000	  
		
	 ProQuest Investments IV, L.P.
	  	 	643,392.870	  
		
	 ProQuest Management LLC
	  	 	6.000	  
		
	 Asha Ramdas
	  	 	10.605	  
		
	 John Richard
	  	 	30.000	  
		
	 Samantha Olivia Sadlowski
	  	 	1.000	  










					
		
	 Gail Schulze
	  	 	467.000	  
		
	 Thorsten von Stein
	  	 	44.000	  
		
	 Cedric Wright
	  	 	5.000	  
		
	 Greg Yedinak
	  	 	50.000	  

  

	**	On the Closing Date, ZP Holdings will issue an additional 125,000 shares of Common Stock to BMV Direct SOTRS LP pursuant to a Stock Purchase Agreement dated as of the Closing Date between ZP Holdings and BMV Direct
SOTRS LP. 

 ZP Holdings has reserved 2,264,108 shares of Common Stock for issuance pursuant to the terms of its 2012 Stock Incentive Plan.
Options to purchase 2,171,396 of such shares have been granted and are outstanding. 
 Pursuant to that certain Note Purchase Agreement dated as of
September 9, 2013 by and among ZP Holdings and the purchasers named therein, ZP Holdings issued (and there are currently outstanding) Convertible Promissory Notes dated September 9, 2013 in the aggregate original principal amount of
$3,033,723.04 (as set forth on Schedule 1A), which Convertible Promissory Notes automatically convert into equity securities of ZP Holdings upon the closing of a Qualified Financing as more fully described in such Note Purchase Agreement. 

Pursuant to that certain Note Purchase Agreement dated as of February 26, 2014 by and among ZP Holdings and the purchasers named therein, ZP Holdings
issued (and there are currently outstanding) Convertible Promissory Notes dated February 26, 2014 (as set forth in Schedule 1A) in the aggregate original principal amount of $2,500,000, which Convertible Promissory Notes automatically convert
into equity securities of ZP Holdings upon the closing of a Qualified Financing as more fully described in such Note Purchase Agreement. 
 See Schedule 1
for list of Subsidiaries of ZP Holdings. 








 Schedule 7.9 

Licenses 
 None.