MacAndrews directly or indirectly controls 23,084,267 shares of Class B Common Stock. Further, as of December 31, 2021, MacAndrews directly or indirectly holds 36,519,212 shares of the Company’s Class A Common Stock. As a result, MacAndrews’ holdings represent approximately 66.2% of the combined voting power of the Company’s outstanding common stock.

The Company has entered into several agreements with MacAndrews or its affiliates as further detailed below:

The Company has entered into the Letter Agreements with MacAndrews. Under the terms of the Letter Agreements, the Company has the right to sell to MacAndrews shares of its Class A Common Stock at a specified price per share, and MacAndrews has the right (exercisable up to three times) to require the Company to sell to it shares of Class A Common Stock at the same price. In addition, in connection with and as a commitment fee for the entrance into certain of these Letter Agreements, the Company also issued MacAndrews warrants (the “Letter Agreement Warrants”) to purchase additional shares of the Company’s Class A Common Stock.

	December 5, 2017 Letter Agreement		July 30 11, 2018 Letter Agreement		December 11, 2018 Letter Agreement		March 18, 2019 Letter Agreement		September 26, 2019 Letter Agreement		December 23, 2019 Letter Agreement
Aggregate dollar value to be sold under agreement	$10.0 million		$10.0 million		$10.0 million		$9.0 million		$10.0 million		$10.0 million
Specified purchase price per share	$	4.38	$	1.33	$	1.84	$	1.65	$	1.46	$	1.60
Expiration date of letter agreement	December 5, 2018		July 30 ,2019		December 11, 2019		March 18, 2020		September 26, 2020		December 23, 2020
Shares available to be issued under related warrants		198,267		518,654		340,534		—		400,990		365,472
Exercise price of related warrants	$	5.04	$	1.53	$	2.12	$	—	$	1.68	$	1.84
Expiration date of related warrants	December 5, 2024		July 30, 2025		December 11, 2025				September 26, 2026		December 23, 2026
Total shares issued as of December 31, 2021		2,283,105		7,518,797		5,434,783		5,454,546		6,849,316		6,250,000
Remaining shares to be issued as of December 31, 2021						—		—		—		—

Each of the December 5, 2017 and July 30, 2018 Letter Agreements resulted in a deemed capital contribution to the Company as the fair value of the financial instrument received by the Company exceeded the fair value of those financial instruments issued to MacAndrews. The December 11, 2018, March 18, 2019, September 26, 2019, and December 23, 2019 Letter Agreements resulted in a deemed distribution to MacAndrews as the fair value of the financial instruments issued to MacAndrews exceeded the fair value of the financial instrument received by the Company. This deemed distribution has been reflected as a reduction to the net loss attributable to common shareholders of vTv Therapeutics Inc. for computing net loss per share.

Pursuant to the terms of the Exchange Agreement, but subject to the Amended and Restated LLC Agreement of vTv Therapeutics LLC, the vTv Units (along with a corresponding number of shares of the Class B Common Stock) are exchangeable for (i) shares of the Class A Common Stock on a one-for-one basis or (ii) cash (based on the fair market value of the Company’s Class A Common Stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv Therapeutics LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Any decision to require an exchange for cash rather than shares of Class A Common Stock will ultimately be determined by the entire Board of Directors. As of December 31, 2021, MacAndrews has not exchanged any shares under the provisions of this agreement.

The Tax Receivable Agreement among the Company, M&F TTP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings (“M&F”) and M&F TTP Holdings LLC provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of (a) the exchange of Class B Common Stock, together with the corresponding number of vTv Units, for shares of the Company’s Class A Common Stock (or for cash), (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of the Tax Receivable Agreement and (c) certain tax benefits attributable to payments under the Tax Receivable Agreement. As no shares have been exchanged by MacAndrews pursuant to the Exchange Agreement (discussed above), the Company has not recognized any liability nor has it made any payments pursuant to the Tax Receivable Agreement as of December 31, 2021.

The Company is party to an investor rights agreement with M&F, as successor in interest to vTv Therapeutics Holdings (the “Investor Rights Agreement”). The Investor Rights Agreement provides M&F with certain demand, shelf and piggyback registration rights with respect to its shares of Class A Common Stock and also provides M&F with certain governance rights, depending on the size of its holdings of Class A Common Stock. Under the Investor Rights Agreement, M&F was initially entitled to nominate a majority of the members of the Board of Directors and designate the members of the committees of the Board of Directors.