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.
TAX RECEIVABLE AGREEMENT among vTv THERAPEUTICS INC., and THE PERSONS NAMED HEREINTax Receivable Agreement • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [_________ ___], 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).
NEW EXCLUSIVE LICENSE AGREEMENTNew Exclusive 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”).
VTV THERAPEUTICS INC.Nonqualified Option Award Agreement • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS NONQUALIFIED OPTION 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VTV THERAPEUTICS LLC Dated as of [__________], 2015Limited Liability Company Agreement • July 23rd, 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 [__________], 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 • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [______], 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 [_________] 2015Reorganization Agreement • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS REORGANIZATION AGREEMENT (this “Agreement”), dated as of [_______] 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 [_______], 2015 among VTV THERAPEUTICS INC. and VTV THERAPEUTICS HOLDINGS LLCInvestor Rights Agreement • July 23rd, 2015 • vTv Therapeutics Inc. • Pharmaceutical preparations • New York
THIS INVESTOR RIGHTS AGREEMENT dated as of [_____], 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.
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.”
