AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AROG PHARMACEUTICALS LLCLimited Liability Company Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF AROG PHARMACEUTICALS LLC, a Delaware limited liability company (the “Company”), dated as of [●], 2018, by and among the Company, Arog Pharmaceuticals Holdings, Inc., a Delaware corporation (“Pubco”), and JI Biotech, Inc., a Delaware corporation (the “Continuing LLC Owner”).
LOAN AGREEMENTLoan Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
THIS LOAN AGREEMENT (this “Loan Agreement”) dated effective as of September 8, 2017 (the “Effective Date”) is made and executed by and between Jain Investments, LLC, a Texas limited liability company (the “Lender”) and Arog Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into effective as of January 5, 2015 (the “Effective Date”), by and between Arog Pharmaceuticals, Inc., a Delaware corporation ( “Seller”), and Videra Pharmaceuticals, LLC a Delaware limited liability company ( “Buyer”). Seller and Buyer are sometimes referred to herein as the “Parties,” and each, a “Party.”
TAX RECEIVABLE AGREEMENT among AROG PHARMACEUTICALS HOLDINGS, INC. AROG PHARMACEUTICALS LLC and THE PERSONS NAMED HEREIN Dated as of [•], 2018Tax Receivable Agreement • September 28th, 2018 • Arog Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [•], 2018, is hereby entered into by and among Arog Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”), Arog Pharmaceuticals LLC, a Delaware limited liability company (“OpCo”), each of the Members (as defined below) from time to time party thereto, and each of the successors and assigns thereto.
