Reorganization Agreement Sample Contracts

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Liberty Latin America Ltd. – FORM OF REORGANIZATION AGREEMENT Between LIBERTY GLOBAL PLC and LIBERTY LATIN AMERICA LTD. Dated as Of (December 8th, 2017)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this Agreement), dated as of [*], is entered into by and between LIBERTY GLOBAL PLC, a public limited company organized under the laws of England and Wales (LGP), and Liberty Latin America Ltd., an exempted Bermuda company limited by shares (Splitco). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Cannae Holdings, Inc. – REORGANIZATION AGREEMENT Between FIDELITY NATIONAL FINANCIAL, INC. And CANNAE HOLDINGS, INC. Dated as of November 17, 2017 (November 20th, 2017)

This REORGANIZATION AGREEMENT (together with all Exhibits hereto, this Agreement), dated as of November 17, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (FNF), and CANNAE HOLDINGS, INC., a Delaware corporation (Splitco). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

REORGANIZATION AGREEMENT Between FIDELITY NATIONAL FINANCIAL, INC. And CANNAE HOLDINGS, INC. Dated as of November 17, 2017 (November 20th, 2017)

This REORGANIZATION AGREEMENT (together with all Exhibits hereto, this Agreement), dated as of November 17, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (FNF), and CANNAE HOLDINGS, INC., a Delaware corporation (Splitco). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Liberty Latin America Ltd. – FORM OF REORGANIZATION AGREEMENT Between LIBERTY GLOBAL PLC and LIBERTY LATIN AMERICA LTD. Dated as Of (November 16th, 2017)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this Agreement), dated as of [*], is entered into by and between LIBERTY GLOBAL PLC, a public limited company organized under the laws of England and Wales (LGP), and Liberty Latin America Ltd., an exempted Bermuda company limited by shares (Splitco). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

AMENDMENT No. 2 TO REORGANIZATION AGREEMENT (November 9th, 2017)

This Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (this Amendment), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, a Delaware corporation (Liberty), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty (LI LLC), and General Communication, Inc., an Alaska corporation (the Company), as amended by Amendment No. 1 to Reorganization Agreement, dated July 19, 2017 (the Reorganization Agreement). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

AMENDMENT No. 2 TO REORGANIZATION AGREEMENT (November 9th, 2017)

This Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (this Amendment), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, a Delaware corporation (Liberty), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty (LI LLC), and General Communication, Inc., an Alaska corporation (the Company), as amended by Amendment No. 1 to Reorganization Agreement, dated July 19, 2017 (the Reorganization Agreement). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

Gci Inc – AMENDMENT No. 2 TO REORGANIZATION AGREEMENT (November 9th, 2017)

This Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (this "Amendment"), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, a Delaware corporation ("Liberty"), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty ("LI LLC"), and General Communication, Inc., an Alaska corporation (the "Company"), as amended by Amendment No. 1 to Reorganization Agreement, dated July 19, 2017 (the "Reorganization Agreement"). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

AMENDMENT No. 2 TO REORGANIZATION AGREEMENT (November 9th, 2017)

This Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (this "Amendment"), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, a Delaware corporation ("Liberty"), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty ("LI LLC"), and General Communication, Inc., an Alaska corporation (the "Company"), as amended by Amendment No. 1 to Reorganization Agreement, dated July 19, 2017 (the "Reorganization Agreement"). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

Gci Inc – AMENDMENT No. 1 TO REORGANIZATION AGREEMENT (November 2nd, 2017)

This Amendment No. 1 to Reorganization Agreement, dated as of July 19, 2017 (this "Amendment"), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017 (the "Reorganization Agreement"), by and among Liberty Interactive Corporation, a Delaware corporation ("Liberty"), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty ("LI LLC"), and General Communication, Inc., an Alaska corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

AMENDMENT No. 1 TO REORGANIZATION AGREEMENT (November 2nd, 2017)

This Amendment No. 1 to Reorganization Agreement, dated as of July 19, 2017 (this "Amendment"), amends the Agreement and Plan of Reorganization, dated as of April 4, 2017 (the "Reorganization Agreement"), by and among Liberty Interactive Corporation, a Delaware corporation ("Liberty"), Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Liberty ("LI LLC"), and General Communication, Inc., an Alaska corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Reorganization Agreement.

Bandwidth Inc. – Reorganization Agreement (October 13th, 2017)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this Agreement), dated as of November 30, 2016 is entered into by and between BANDWIDTH.COM, INC., a Delaware corporation (BW), and REPUBLIC WIRELESS, INC., a Delaware corporation (Republic Wireless). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Guardion Health Sciences, Inc. – Asset Purchase and Reorganization Agreement (October 5th, 2017)

This Asset Purchase and Reorganization Agreement (this "Agreement"), dated as of September 29, 2017, is entered into by and among Guardion Health Sciences, Inc., a Delaware corporation ("Guardion"), and its direct wholly-owned subsidiary VectorVision Ocular Health, Inc., a Delaware corporation, or such other subsidiary of Guardion as Guardion may designate, ("Buyer"), on the one hand, and VectorVision, Inc., an Ohio corporation ("Seller"), and David Evans ("Evans") and Tamara Evans, the Shareholders of Seller (the "Shareholders" and together with Seller, the "Seller Parties"), on the other hand.

Ranger Energy Services, Inc. – MASTER REORGANIZATION AGREEMENT by and Among Ranger Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings, LLC, Torrent Energy Holdings II, LLC, RNGR Energy Services, LLC, Ranger Energy Services, Inc. And the Other Parties Hereto (August 16th, 2017)

This Master Reorganization Agreement (this Agreement), dated effective as of August 10, 2017, is entered into by and among Ranger Energy Holdings, LLC, a Delaware limited liability company (RES Holdings), Ranger Energy Holdings II, LLC, a Delaware limited liability company (RES Holdings II), Torrent Energy Holdings, LLC, a Delaware limited liability company (TES Holdings), Torrent Energy Holdings II, LLC, a Delaware limited liability company (TES Holdings II), Ranger Energy Services, Inc., a Delaware corporation (PubCo), RNGR Energy Services, LLC, a Delaware limited liability company (RNGR), and each other signatory to this Agreement (each signatory to this Agreement, a Party and collectively, the Parties).

Ranger Energy Services, Inc. – MASTER REORGANIZATION AGREEMENT by and Among Ranger Energy Holdings, LLC, Ranger Energy Holdings II, LLC, Torrent Energy Holdings, LLC, Torrent Energy Holdings II, LLC, RNGR Energy Services, LLC, Ranger Energy Services, Inc. And the Other Parties Hereto (June 14th, 2017)

This Master Reorganization Agreement (this Agreement), dated effective as of June [], 2017, is entered into by and among Ranger Energy Holdings, LLC, a Delaware limited liability company (RES Holdings), Ranger Energy Holdings II, LLC, a Delaware limited liability company (RES Holdings II), Torrent Energy Holdings, LLC, a Delaware limited liability company (TES Holdings), Torrent Energy Holdings II, LLC, a Delaware limited liability company (TES Holdings LLC), Ranger Energy Services, Inc., a Delaware corporation (PubCo), RNGR Energy Services, LLC, a Delaware limited liability company (RNGR), and each other signatory to this Agreement (each signatory to this Agreement, a Party and collectively, the Parties).

REORGANIZATION AGREEMENT by and Among FIDELITY NATIONAL FINANCIAL, INC., BLACK KNIGHT HOLDINGS, INC. And NEW BKH CORP. Dated as of June 8, 2017 (June 9th, 2017)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this "Agreement"), dated as of June 8, 2017, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("FNF"), Black Knight Holdings, Inc., a Delaware corporation ("BKHI") and a direct, wholly-owned Subsidiary of FNF, and New BKH Corp., a Delaware corporation ("New BKH") and a direct, wholly-owned Subsidiary of BKHI.

Us Lbm Holdings, Inc. – REORGANIZATION AGREEMENT by and Among US LBM HOLDINGS, INC., LBM ACQUISITION, LLC, LBM MIDCO, LLC, AND THE OTHER PARTIES NAMED HEREIN Dated as of May 9, 2017 (May 10th, 2017)

This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of May 9, 2017, by and among (i) US LBM Holdings, Inc., a Delaware corporation (Pubco), (ii) LBM Acquisition, LLC, a Delaware limited liability company (Continuing LLC Owner), (iii) LBM Midco, LLC, a Delaware limited liability company (Midco), and (iv) 2015 Build LLC, a Virginia limited liability company, FW RMB Nansemond Investors, LLC, a Delaware limited liability company, LBM Management Holdings, LLC, the Kelso Blockers (as defined herein) and the BlackEagle Blocker (as defined herein) (each an Exchanging LLC Owner and, collectively, the Exchanging LLC Owners).

Liberty Oilfield Services Inc. – MASTER REORGANIZATION AGREEMENT by and Among Liberty Oilfield Services Holdings LLC, Liberty Oilfield Services New HoldCo LLC, Liberty Oilfield Services Inc. And the Other Signatories Hereto (April 24th, 2017)

This Master Reorganization Agreement (this Agreement), dated as of , 2017, is entered into by and among Liberty Oilfield Services Holdings LLC, a Delaware limited liability company (Holdings), Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (New HoldCo), Liberty Oilfield Services Inc., a Delaware corporation (LOS Inc.), each TRA Party (as defined below) and each other signatory to this Agreement (each signatory to this Agreement, a Party and collectively, the Parties).

Tapstone Energy Inc. – Form of Master Reorganization Agreement (April 13th, 2017)

This Master Reorganization Agreement (this Agreement), dated as of [*], 2017 (the Effective Date), is entered into by and among Tapstone Energy, LLC, a Delaware limited liability company (Tapstone LLC), GSO E&P Holdings I LP, a Delaware limited partnership (the Selling Stockholder), Tom L. Ward (Ward), Tapstone Energy Inc., a Delaware corporation (the Company), [Tapstone Merger Sub LLC], a Delaware limited liability company (Merger Sub), and the individuals listed on the signature pages hereto under the heading Management Members (collectively, the Management Members). Tapstone LLC, the Selling Stockholder, Ward, the Company, Merger Sub and the Management Members are each individually referred to herein as a Party and collectively, the Parties. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Section 2.1.

Vine Resources Inc. – Form of Master Reorganization Agreement (April 10th, 2017)

This Master Reorganization Agreement (this Agreement), dated as of [ ], 2017, is entered into by and among Vine Oil & Gas Holdings LLC (Blackstone), each of the individuals listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas LP (Vine LP) prior to the execution of this Agreement (the Management Members, and together with Blackstone, the Existing Owners), Vine Oil & Gas GP LLC (Vine GP), Vine Resources Inc. (VRI), Vine Resources Holdings LLC (VRH), Vine Investment LLC (Vine Investment), and Vine Investment II LLC (Vine Investment II, and together with the Existing Owners, Vine LP, Vine GP, VRI, VRH, Vine Investment and Vine Investment II, the Parties).

BFDS REORGANIZATION AGREEMENT by and Among (March 27th, 2017)

This BFDS REORGANIZATION AGREEMENT (this "Agreement"), dated as of March 27, 2017, is entered into by and among DST SYSTEMS, INC., a Delaware corporation ("DST"), STATE STREET CORPORATION, a Massachusetts corporation ("State Street"), BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation ("BFDS"), and INTERNATIONAL FINANCIAL DATA SERVICES LIMITED PARTNERSHIP, a Massachusetts limited partnership ("IFDS"). Each of DST, State Street, BFDS and IFDS are sometimes referred to individually as a "Party" and, collectively, as the "Parties".

Vine Resources Inc. – Form of Master Reorganization Agreement (March 27th, 2017)

This Master Reorganization Agreement (this Agreement), dated as of [ ], 2017, is entered into by and among Vine Oil & Gas Holdings LLC (Blackstone), each of the individuals listed on Schedule 1 attached hereto who, in each case, owned equity interests in Vine Oil & Gas LP (Vine LP) prior to the execution of this Agreement (the Management Members, and together with Blackstone, the Existing Owners), Vine Oil & Gas GP LLC (Vine GP), Vine Resources Inc. (VRI), Vine Resources Holdings LLC (VRH), Vine Investment LLC (Vine Investment), and Vine Investment II LLC (Vine Investment II, and together with the Existing Owners, Vine LP, Vine GP, VRI, VRH, Vine Investment and Vine Investment II, the Parties).

Ramaco Resources, Inc. – Master Reorganization Agreement (February 7th, 2017)

This Master Reorganization Agreement (this Agreement), dated as of February 1, 2017 (the Effective Date), is entered into by and among Ramaco Development, LLC, a Delaware limited liability company (Ramaco Development), Ramaco Resources, Inc., a Delaware corporation (the Company), Ramaco Merger Sub, LLC, a Delaware limited liability company (Merger Sub), Yorktown Energy Partners IX, L.P. (Yorktown IX), Yorktown Energy Partners X, L.P. (Yorktown X), Yorktown Energy Partners XI, L.P. (Yorktown XI and together with Yorktown IX and Yorktown X, Yorktown), Energy Capital Partners Mezzanine Opportunities Fund, LP, (ECP Mezzanine) Energy Capital Partners Mezzanine Opportunities Fund A, LP (ECP Mezzanine A), ECP Mezzanine B (Ramaco IP), LP (ECP Mezzanine B and together with ECP Mezzanine and ECP Mezzanine A, ECP), Randall W. Atkins (Atkins) and Michael D. Bauersachs (Bauersachs). Ramaco Development, the Company, Merger Sub, Yorktown, ECP, Atkins and Bauersachs are each individually referred to h

Jagged Peak Energy Inc. – Master Reorganization Agreement (January 31st, 2017)

This Master Reorganization Agreement (this Agreement), dated as of January 25, 2017 (the Effective Date), is entered into by and among Jagged Peak Energy LLC, a Delaware limited liability company (Jagged Peak LLC), Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (Q-Jagged Peak), Jagged Peak Energy Inc., a Delaware corporation (the Company), JPE Merger Sub LLC, a Delaware limited liability company (Merger Sub), JPE Management Holdings LLC, a Delaware limited liability company (Management Holdco), and the individuals listed on the signature pages hereto under the heading Management Members (collectively, the Management Members). Jagged Peak LLC, Q-Jagged Peak, the Company, Merger Sub, Management Holdco and the Management Members are each individually referred to herein as a Party and collectively, the Parties.

Ramaco Resources, Inc. – Form of Master Reorganization Agreement (January 11th, 2017)

This Master Reorganization Agreement (this Agreement), dated as of , 2017 (the Effective Date), is entered into by and among Ramaco Development, LLC, a Delaware limited liability company (Ramaco Development), Ramaco Resources, Inc., a Delaware corporation (the Company), Ramaco Merger Sub, LLC, a Delaware limited liability company (Merger Sub), Yorktown Energy Partners IX, L.P. (Yorktown IX), Yorktown Energy Partners X, L.P. (Yorktown X), Yorktown Energy Partners XI, L.P. (Yorktown XI and together with Yorktown IX and Yorktown X, Yorktown), Energy Capital Partners Mezzanine Opportunities Fund, LP, (ECP Mezzanine) Energy Capital Partners Mezzanine Opportunities Fund A, LP (ECP Mezzanine A), ECP Mezzanine B (Ramaco IP), LP (ECP Mezzanine B and together with ECP Mezzanine and ECP Mezzanine A, ECP), Randall W. Atkins (Atkins) and Michael D. Bauersachs (Bauersachs). Ramaco Development, the Company, Merger Sub, Yorktown, ECP, Atkins and Bauersachs are each individually referred

Jagged Peak Energy Inc. – Master Reorganization Agreement (January 6th, 2017)

This Master Reorganization Agreement (this Agreement), dated as of [*], 2017 (the Effective Date), is entered into by and among Jagged Peak Energy LLC, a Delaware limited liability company (Jagged Peak LLC), Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (Q-Jagged Peak), Jagged Peak Energy Inc., a Delaware corporation (the Company), JPE Merger Sub LLC, a Delaware limited liability company (Merger Sub), JPE Management Holdings LLC, a Delaware limited liability company (Management Holdco), and the individuals listed on the signature pages hereto under the heading Management Members (collectively, the Management Members). Jagged Peak LLC, Q-Jagged Peak, the Company, Merger Sub, Management Holdco and the Management Members are each individually referred to herein as a Party and collectively, the Parties.

Petrus Resources Corp – First Amendment to the Share Exchange and Plan of Reorganization Agreement (November 1st, 2016)

This is a First Amendment to the Share Exchange and Plan of Reorganization Agreement (the "Amended Agreement") by and between The Waters Club Worldwide, Inc. ("WCW") and the Shareholders of WCW and Petrus Resources Corporation ("Petrus") dated as of the 15th day of October 2016.

REORGANIZATION AGREEMENT by and Among AVNET, INC., AVT TECHNOLOGY SOLUTIONS LLC and Solely for the Purposes of Section 7.10, Section 7.12 and Section 7.16 TECH DATA CORPORATION September 19, 2016 (September 19th, 2016)

This REORGANIZATION AGREEMENT, dated as of September 19, 2016 (this Agreement), is by and among Avnet, Inc., a New York corporation (Seller), AVT Technology Solutions LLC, a Delaware limited liability company (NewCo US), and, solely for the purposes of Section 7.10, Section 7.12 and Section 7.16, Tech Data Corporation, a Florida corporation (Buyer). Certain terms used in this Agreement are defined in Section 1.1.

Mplx Lp – Master Reorganization Agreement (September 6th, 2016)

This Master Reorganization Agreement (this "Agreement") is entered into effective as of September 1, 2016, by and among MPLX Holdings Inc., a Delaware corporation ("Holdings"), MarkWest Energy Partners, L.P., a Delaware limited partnership ("MarkWest"), MWE GP LLC, a Delaware limited liability company ("MWE GP"), MPLX LP, a Delaware limited partnership ("MPLX"), MPLX GP LLC, a Delaware limited liability company ("MPLX GP"), MPC Investment LLC, a Delaware limited liability company ("MPC Investment"), MPLX Logistics Holdings LLC, a Delaware limited liability company ("Logistics Holdings"), and MarkWest Hydrocarbon, L.L.C., a Delaware limited liability company ("Hydrocarbon"). The parties hereto are sometimes referred to, collectively, as the "Parties" and, individually, as a "Party".

REORGANIZATION AGREEMENT by and Between YAHOO! INC. And YAHOO HOLDINGS, INC. Dated as of July 23, 2016 (July 25th, 2016)

THIS REORGANIZATION AGREEMENT, dated as of July 23, 2016 (this Agreement), is entered into by and between Yahoo Holdings, Inc., a Delaware corporation (the Company), and Yahoo! Inc., a Delaware corporation (Seller). The Company and Seller are sometimes referred to herein individually as a Party, and collectively as the Parties. Capitalized terms used but not otherwise defined herein have the meanings set forth in Annex A to this Agreement.

Bancwest Corp – MASTER REORGANIZATION AGREEMENT BY AND AMONG BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.), BANCWEST HOLDING INC., BWC HOLDING INC. AND BNP PARIBAS Dated as of April 1, 2016 (July 8th, 2016)

Master Reorganization Agreement (this Agreement), dated as of April 1, 2016 (the Effective Date), by and among BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation, BancWest Holding Inc., a Delaware corporation (BWHI), BWC Holding Inc., a Delaware corporation (BWC Holding), and BNP Paribas, a corporation organized and domiciled in France (BNPP and, together with BWC (as defined below), BWC Holding and BWHI, the Parties, and each, a Party).

Satya Worldwide, Inc. – Amended and Restated Share Exchange and Reorganization Agreement (June 6th, 2016)

This Amended and Restated Share Exchange and Reorganization Agreement (this "Agreement") is made and entered into as of May 26, 2016 by and Satya Worldwide, Inc., a Florida corporation (the "Purchaser"), Global Fantasy Sports, Inc., a Florida corporation ("GFS") and the stockholders of GFS set forth on Schedule "A" hereto (the "GFS Stockholders"). Each of the Purchaser, GFS and the GFS Stockholders are referred to herein individually as the "Party" and collectively as the "Parties."

Bancwest Corp – MASTER REORGANIZATION AGREEMENT BY AND AMONG BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.), BANCWEST HOLDING INC., BWC HOLDING INC. AND BNP PARIBAS Dated as of April 1, 2016 (April 18th, 2016)

Master Reorganization Agreement (this Agreement), dated as of April 1, 2016 (the Effective Date), by and among BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation, BancWest Holding Inc., a Delaware corporation (BWHI), BWC Holding Inc., a Delaware corporation (BWC Holding), and BNP Paribas, a corporation organized and domiciled in France (BNPP and, together with BWC (as defined below), BWC Holding and BWHI, the Parties, and each, a Party).

Surgery Partners, Inc. – Surgery Partners, Inc. Reorganization Agreement September 30, 2015 (November 13th, 2015)

This REORGANIZATION AGREEMENT (this "Agreement"), dated as of September 30, 2015, is hereby entered into by and among Surgery Partners, Inc., a Delaware corporation (the "Corporation"), Surgery Center Holdings, LLC, a Delaware limited liability company (the "Holdings LLC"), H.I.G. Surgery Centers, LLC, a Delaware limited liability company ("Holdings LLC Representative" in its capacity as such), and the persons listed on Schedule I hereto (each a "Member" and collectively the "Members").

Surgery Partners, Inc. – Surgery Partners, Inc. Form of Reorganization Agreement (September 14th, 2015)
vTv Therapeutics Inc. – Reorganization Agreement (August 4th, 2015)

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).