VTV THERAPEUTICS INC., AS ISSUER, AND [TRUSTEE], AS TRUSTEE, INDENTURE DATED AS OF , 20 DEBT SECURITIESIndenture • April 10th, 2024 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], 20[ ], among VTV THERAPEUTICS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
Controlled Equity OfferingSM Sales AgreementSales Agreement • April 24th, 2020 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
vTv Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2019 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March ___, 2019, between vTv Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PURCHASE AGREEMENTPurchase Agreement • November 24th, 2020 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of November 24, 2020, by and between VTV THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
INDEMNIFICATION AGREEMENT by and between VTV THERAPEUTICS INC. and as IndemniteeIndemnification Agreement • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
Indemnification Agreement, dated effective as of [ ], 2015 (this “Agreement”), by and between vTv Therapeutics Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2024 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of February 27, 2024 by and between vTv Therapeutics Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2024 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2024, by and among vTv Therapeutics Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
TAX RECEIVABLE AGREEMENT among vTv THERAPEUTICS INC., and THE PERSONS NAMED HEREINTax Receivable Agreement • August 4th, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 29 , 2015, is hereby entered into by and among vTv Therapeutics Inc., a Delaware corporation (the “Corporate Taxpayer”), each of the undersigned parties hereto identified as “Members,” and each Person who is assigned rights by a Member and executes a joinder hereto as provided in Section 7.02(b).
VTV THERAPEUTICS INC. CLASS A COMMON STOCK SALES AGREEMENTSales Agreement • February 28th, 2024 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2022 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT, dated as of December 8, 2022, by and between vTv Therapeutics LLC, a Delaware limited liability company (the “Company”), and Steven Tuch (the “Executive”), and for certain purposes specified herein only, vTv Therapeutics Inc., a Delaware corporation (“vTv”).
VTV THERAPEUTICS INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 3rd, 2017 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is entered into as of [________] (the “Date of Grant”), by and between vTv Therapeutics Inc., a Delaware corporation (the “Company”), and [___________] (the “Participant”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2020 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of [_____], by and between VTV THERAPEUTICS INC., a Delaware corporation (the “Company”), and MACANDREWS & FORBES GROUP LLC, a Delaware limited liability company (the “Purchaser”).
VENTURE LOAN AND SECURITY AGREEMENT Dated as of October 28, 2016 (the “Effective Date”) by and amongVenture Loan and Security Agreement • February 24th, 2017 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation 312 Farmington Avenue Farmington, CT 06032 as a Lender and Collateral Agent SILICON VALLEY BANK, a California corporation 3475 Piedmont Road, NE, Suite 560 Atlanta, GA 30305 as a Lender
NEW EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
NEW EXCLUSIVE LICENSE AGREEMENT, dated May 14, 2015 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK (“Columbia”), and TransTech Pharma, LLC (“Company”).
AGREEMENT CONCERNING GLUCOKINASE ACTIVATOR PROJECT BY AND BETWEEN NOVO NORDISK A/S AND TRANSTECH PHARMA, INC. DATED AS OF FEBRUARY 20, 2007Agreement Concerning Glucokinase Activator Project • August 4th, 2021 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT CONCERNING GLUCOKINASE ACTIVATOR PROJECT (this “Agreement”) is entered into this 20th day of February, 2007 (the “Effective Date”), by and between Novo Nordisk A/S, a corporation organized under the laws of Denmark, having a business address at Novo Allé, DK-2880 Bagsvaerd, Denmark (“Novo”), and TransTech Pharma, Inc., a corporation organized under the laws of the State of Delaware, having a business address at 4170 Mendenhall Oaks Parkway, High Point, North Carolina 27265, USA (“TransTech”).
LICENSE AGREEMENTLicense Agreement • February 27th, 2018 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
This License Agreement (the “Agreement”) is made and entered into as of December 21, 2017 (the “Effective Date”) by and between Reneo Pharmaceuticals, Inc., a Delaware corporation (“Reneo”), having a place of business at 12730 High Bluff Drive, Suite 160, San Diego, CA 92130, USA, and vTv Therapeutics LLC, a limited liability company organized under the laws of Delaware (“vTv”), with its principal place of business at 4170 Mendenhall Oaks Pkwy, High Point, NC 27265. Reneo and vTv are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
VTV THERAPEUTICS INC. INDUCEMENT AWARD NONQUALIFIED OPTION AWARD AGREEMENTNonqualified Option Award Agreement • October 20th, 2021 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS INDUCEMENT AWARD NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), is entered into as of October 19, 2021 (the “Date of Grant”), by and between vTv Therapeutics Inc., a Delaware corporation (the “Company”), and Deepa Prasad (the “Participant”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VTV THERAPEUTICS LLC Dated as of July 29, 2015Limited Liability Company Agreement • August 4th, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of vTv Therapeutics LLC, a Delaware limited liability company (the “Company”), dated as of July 29, 2015, by and among the Company, vTv Therapeutics Inc., a Delaware corporation (“Pubco”), vTv Therapeutics Holdings LLC, a Delaware limited liability company (“Holdings”), and each other Person admitted as a Member pursuant to Section 3.02(a) hereof.
EXCHANGE AGREEMENTExchange Agreement • August 4th, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of July 29, 2015, by and among vTv Therapeutics LLC, a Delaware limited liability company (the “Company”), vTv Therapeutics Inc., a Delaware corporation (“Pubco”), and vTv Therapeutics Holdings LLC (“Holdings” and together with any person that executes a joinder as set forth in Section 4.01 hereof, the “Holders” and each, a “Holder”).
LICENSE AND RESEARCH AGREEMENT BY AND BETWEEN CALITHERA BIOSCIENCES INC. AND HIGH POINT PHARMACEUTICALS, LLC TRANSTECH PHARMA LLC DATED AS OF MARCH 5, 2015License and Research Agreement • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS LICENSE AND RESEARCH AGREEMENT is entered into this 5th day of March, 2015 (the “Effective Date”) by and between Calithera Bioscience Inc., a corporation organized under the laws of the State of Delaware, having a business address at 343 Oyster Point Blvd #200, South San Francisco, CA 94080 (“Calithera”), on the one hand, and High Point Pharmaceuticals, LLC, a company organized under the laws of the State of Delaware, having a business address at 4170 Mendenhall Oaks Parkway, High Point, NC 27265 (“HPP”) and TransTech Pharma LLC, a company organized under the laws of the State of Delaware, having a business address at 4170 Mendenhall Oaks Parkway, High Point, NC 27265 (“TransTech” and collectively with HPP, “High Point”), on the other hand.
REORGANIZATION AGREEMENT Dated as of July 29, 2015Reorganization Agreement • August 4th, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS REORGANIZATION AGREEMENT (this “Agreement”), dated as of July 29, 2015, by and among vTv Therapeutics Inc., a Delaware corporation (“Pubco”), vTv Therapeutics LLC, a Delaware limited liability company (the “Company”), vTvx Holdings I LLC, a Delaware limited liability company (“vTvx I”), vTvx Holdings II LLC, a Delaware limited liability company (“vTvx II”), and vTv Therapeutics Holdings LLC, a Delaware limited liability company (“Holdings”).
INVESTOR RIGHTS AGREEMENT dated as of July 29, 2015 among VTV THERAPEUTICS INC. and VTV THERAPEUTICS HOLDINGS LLCInvestor Rights Agreement • August 4th, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
THIS INVESTOR RIGHTS AGREEMENT dated as of July 29, 2015 (this “Agreement”) among (i) vTv Therapeutics Inc., a Delaware corporation (the “Company”), (ii) vTv Therapeutics Holdings LLC, a Delaware limited liability company (“Holdings”), and (iii) other stockholders party hereto from time to time.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 1st, 2022 • vTv Therapeutics Inc. • Pharmaceutical preparations • England and Wales
This Common Stock Purchase Agreement (this “Agreement”) is dated as of May 31, 2022 by and among vTv Therapeutics Inc., a Delaware corporation (the “Company”), G42 Investments AI Holding RSC Ltd, a private limited company incorporated in the Abu Dhabi Global Market with registered number 000003845 and with its registered address at Office 801, floor 8, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates (the “Purchaser”) and, solely for purposes of Sections 5.3, 5.11 and Section 6, Group 42 Holding Limited, a private limited company incorporated in Abu Dhabi Global Market with registered number 000001430 and having its registered office at Office 801, Floor 8, Al Khatem Tower, ADGM, Al Maryah, Abu Dhabi, United Arab Emirates (“HoldCo”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2020 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 24, 2020, by and between VTV THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
THIRD amendment of VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • August 3rd, 2020 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
This THIRD AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July 29, 2020, is entered into by and among vTv THERAPEUTICS INC. (“VTV INC”), vTv THERAPEUTICS LLC (“VTV LLC” and collectively with VTV INC, “Co-Borrowers”), HORIZON FUNDING TRUST 2019-1 (“Horizon Trust”), as assignee of HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”), SILICON VALLEY BANK, (“SVB”, and collectively with Horizon Trust, “Lenders”) and Horizon as Collateral Agent.
THIS DEED OF NOVATION is made on 21 December 2022 PARTIES:Deed of Novation • March 6th, 2023 • vTv Therapeutics Inc. • Pharmaceutical preparations
(1)VTV THERAPEUTICS LLC, a Delaware limited liability company having an address at 3980 Premier Dr. Suite 310, High Point, North Carolina 27265, United States of America (the "Continuing Party");
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement • October 20th, 2021 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
vTv Therapeutics LLC (the “Company”) and Stephen L. Holcombe, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Employee”), agree that:
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 12th, 2022 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
vTv Therapeutics LLC (the "Company") and Deepa Prasad, her heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as "Executive"), enter into this Separation Agreement and Mutual Release (the "Agreement), and agree that:
FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 28th, 2024 • vTv Therapeutics Inc. • Pharmaceutical preparations • England and Wales
THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into this 27th day of February, 2024 (the “Effective Date”), by and between G42 Investments AI Holdings RSC Ltd (“G42”), a private limited company incorporated in the Abu Dhabi Global Market and vTv Therapeutics Inc., a Delaware corporation (“vTv” and, together with G42, the “Parties”), a Delaware corporation.
Ÿ ] Shares vTv Therapeutics Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
vTv Therapeutics Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ Ÿ ] shares (the “Firm Shares”) of Class A Common Stock, $[ Ÿ ] par value per share (the “Class A Common Stock”), of the Company. The Firm Shares consist of [ Ÿ ] authorized but unissued shares of Class A Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to [ Ÿ ] additional shares of Class A Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • July 20th, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS EXECUTIVE CHAIRMAN AGREEMENT, dated as of July 16, 2015 (the “Execution Date”), is by and between vTv Therapeutics Inc., a Delaware corporation (the “Company”), and Jeff Kindler (the “Executive Chairman”).
LICENSE AGREEMENT BY AND BETWEEN HANGZHOU ZHONGMEI HUADONG PHARMACEUTICAL CO., LTD. AND vTv THERAPEUTICS LLC DATED AS OF DECEMBER 21, 2017License Agreement • February 27th, 2018 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
WHEREAS, vTv has developed or obtained rights to vTv Know-How, vTv Patent Rights and the Compound, TTP273, which is a glucagon-like peptide-1 receptor agonist (each as defined below); and
LICENSE AGREEMENT BY AND BETWEENLicense Agreement • August 3rd, 2018 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT is entered into this 31st day of May 2018 (the “Effective Date”), by and between Newsoara Biopharma Co., Ltd., a company organized under the laws of China, having a business address at Room 302-22, Building No. 1, 800 Na Xian Road, Shanghai Free Trade Zone, China (“Newsoara”), and vTv Therapeutics LLC, a limited liability company organized under the laws of Delaware, having a business address at 4170 Mendenhall Oaks Parkway, High Point, NC 27265 (“vTv”).
LICENSE AgreementLicense Agreement • February 24th, 2021 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is entered into as of December 11, 2020 (the “Effective Date”), by and between Anteris Bio, Inc., a Delaware corporation having an address at 1111 Broadway, Suite 1300, Oakland, CA, 94607 (“Anteris”) and vTv Therapeutics LLC, a limited liability company having an address at 3980 Premier Drive, Suite 310, High Point, NC 27265 (“vTv”). Anteris and vTv may be referred to herein individually as a “Party” or collectively as the “Parties”.
FIRST amendment of VENTURE LOAN AND SECURITY AGREEMENT AND CONSENTVenture Loan and Security Agreement • February 27th, 2018 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
This FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT AND CONSENT (this “Agreement”), dated as of December 20, 2017, is entered into by and among vTv THERAPEUTICS INC. (“VTV INC”), vTv THERAPEUTICS LLC (“VTV LLC” and collectively with VTV INC, “Co-Borrowers”), HORIZON CREDIT II LLC (“HCII”), as assignee of HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”), SILICON VALLEY BANK, (“SVB”, and collectively with HCII “Lenders”) and Horizon as Collateral Agent.
