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. NONQUALIFIED OPTION AWARD AGREEMENTNonqualified Option Award Agreement • August 4th, 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 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”).
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.
