EXCHANGE AGREEMENT
Exhibit 10.2
This Exchange Agreement (this “Agreement”) is made and entered into as of August 3, 2021, by and between Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and the persons and entities (each, a “Contributor” and collectively, the “Contributors”) listed on Schedule I below. Each of the Contributors and the Company shall be known as a “Party” herein.
RECITALS
Whereas, each Contributor owns Class B Voting Units (“Class B Units”) of Rani Therapeutics, LLC (“Rani LLC”).
Whereas, each Contributor desires to assign, convey, transfer, deliver, and contribute all of his, her, or its, rights, obligations, titles, and other interests in his, her, or its Class B Units to the Company, and the Company desires to accept and assume such rights, obligations, titles, and other interests.
Whereas, in consideration of each Contributor’s assignment, conveyance, transfer, delivery, and contribution of his, her, or its Class B Units to the Company, the Company desires to issue and deliver to each such Contributor a number of shares of Class B Common Stock of the Company (the “Class B Common Stock”) equal to the number of Class B Units received by the Company from such Contributor.
Whereas, the Contributors’ contributions of Class B Units to the Company in exchange for Class B Common Stock, taken together with the Company’s issuance of shares of Class A Common Stock of the Company (the “Class A Common Stock”) in the Company’s initial public offering (the “IPO”) and certain exchanges of Class A Common Units of Rani LLC for shares of Class A Common Stock in connection with the IPO, is intended to constitute a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).
AGREEMENT
Now, Therefore, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
[Signature Page To Exchange Agreement]
2
(Signature Pages Follow)
3
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
THE COMPANY: |
|
a Delaware corporation |
|
By: |
/s/ Xxxxx Xxxxx |
Name: |
Xxxxx Xxxxx |
Title: |
Chief Executive Officer |
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
|
CONTRIBUTOR: |
Name: |
Xxxxxx Xxxxxxxxxxx |
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Mir Hashim |
|
(Print party name) |
By: |
/s/ Mir Hashim |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
INCUBE LABS, LLC |
|
|
|
|
|
By: |
/s/ Mir Imran |
|
Name: Mir Imran |
|
Title: President |
|
|
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
BUTTONWOOD ALPHA QP FUND LLC – SERIES RANI IV |
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
Name: Xxxxxxx X. Xxxxx |
|
Title: Member |
|
|
BUTTONWOOD ALPHA QP FUND LLC – SERIES RANI III |
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
Name: Xxxxxxx X. Xxxxx |
|
Title: Member |
|
|
BUTTONWOOD ALPHA FUND LLC |
|
|
|
By: |
Buttonwood Select Opportunities Management Associates LLC, its Manager |
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
Name: Xxxxxxx X. Xxxxx |
|
Title: Manager |
|
|
BUTTONWOOD ALPHA QP FUND LLC |
|
|
|
By: |
Buttonwood Select Opportunities Management Associates LLC, its Manager |
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
Name: Xxxxxxx X. Xxxxx |
|
Title: Manager |
|
|
|
|
Address: |
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
GV 2013, L.P. |
|
|
|
By: |
GV 2013 GP, L.L.C., |
Its: |
General Partner |
|
|
|
|
By: |
/s/ Xxxx Xxxxxxxx |
|
Name: Xxxx Xxxxxxxx |
|
Title: General Counsel |
|
|
GV 2015, L.P. |
|
|
|
By: |
GV 2015 GP, L.L.C. |
Its: |
General Partner |
By: |
/s/ Xxxx Xxxxxxxx |
|
Name: Xxxx Xxxxxxxx |
|
Title: General Counsel |
|
|
GV 2017, L.P. |
|
|
|
By: |
GV 2017 GP, L.P., its General Partner |
By: |
GV 2017 GP, L.L.C., its General Partner |
|
|
By: |
/s/ Xxxx Xxxxxxxx |
|
Name: Xxxx Xxxxxxxx |
|
Title: General Counsel |
|
|
Address: |
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
ER IN VESTMENT GROUP 1 LLC |
|
|
|
|
|
By: |
/s/ Xxxx Xxxxxx |
|
Name: Xxxx Xxxxxx |
|
Title: Managing Member |
|
|
ERS I NVESTMENTS LLC |
|
|
|
|
|
By: |
/s/ Xxxx Xxxxxx |
|
Name: Xxxx Xxxxxx |
|
Title: Managing Member |
|
|
|
|
Address: |
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
ALPHA SUGARCOAT INVESTMENT LLC |
|
|
|
|
|
By: |
/s/ Xxxxx Xx |
|
Name: Xxxxx Xx |
|
Title: Chief Executive Officer |
|
|
Address |
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
INCUBE VENTURES II, L.P. |
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxxx |
|
Name: Xxxxxx Xxxxxxxxxxx |
|
Title: Managing Member |
|
|
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
MEDIMMUNE, LLC |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxx |
|
Name: Xxxxx X. Xxxxx |
|
Title: Treasurer |
|
|
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
NOVARTIS PHARMACEUTICALS CORPORATION |
|
|
|
|
|
By: |
/s/ Xxxx Xxxxxxxxx |
|
Name: Xxxx Xxxxxxxxx |
|
Title: Head Strategic Venture Fund & Pharma Equities |
|
|
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
XXXXX XXXXX LIVING TRUST |
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxx |
|
Name: Xxxxx Xxxxx |
|
Title: Trustee |
|
|
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
RANI INVESTMENT CORP. |
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxxx |
|
Name: Xxxxxx Xxxxxxxxxxx |
|
Title: Managing Director |
|
|
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
|
|
TAKEDA VENTURES, INC. |
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxxx |
|
Name: Xxxxxxx Xxxxxx |
|
Title: President, Takeda Ventures, Inc. |
|
|
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Aelya Imran |
|
(Print party name) |
By: |
/s/ Aelya Imran |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxx Xxxxx |
|
(Print party name) |
By: |
/s/ Xxxxx Xxxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Amina Imran |
|
(Print party name) |
By: |
/s/ Amina Imran |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Sanah Imran |
|
(Print party name) |
By: |
/s/ Sanah Imran |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxxx Xxxxx |
|
(Print party name) |
By: |
/s/ Xxxxxx Imran |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
Email: |
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxxx Xxxxxxxx |
|
(Print party name) |
By: |
/s/ Xxxxxx Xxxxxxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxx Xxxxxxxx |
|
(Print party name) |
By: |
/s/ Xxxxx Xxxxxxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxx Xxx |
|
(Print party name) |
By: |
/s/ Xxxxx Xxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxx Xxxxx |
|
(Print party name) |
By: |
/s/ Xxxx Xxxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxx Xxx |
|
(Print party name) |
By: |
/s/ Xxxxx Xxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxxxxxx Xxxx |
|
(Print party name) |
By: |
/s/ Xxxxxxxxx Xxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxx Xxxx |
|
(Print party name) |
By: |
/s/ Xxxxx Xxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxxx Xxxx |
|
(Print party name) |
By: |
/s/ Xxxxxx Xxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxxxx Xxxxx |
|
(Print party name) |
By: |
/s/ Xxxxxx Xxxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
In Witness Whereof, the Parties have executed this Exchange Agreement as of the date first written above.
CONTRIBUTOR: |
|
Name: |
Xxxx Xxxx |
|
(Print party name) |
By: |
/s/ Xxxx Xxxx |
|
(Signature) |
Name: |
|
|
(Print name of signatory, if signing for an entity) |
Title: |
|
|
(Print title of signatory, if signing for an entity) |
Address: |
|
|
|
Email: |
|
[Signature Page To Exchange Agreement]
Schedule I
Contributors
[...]
Exhibit A
Form W-9
[...]