vTv Therapeutics (VTVT) 8-K Proceeds to fully fund first Phase 3 study of cadisegliatin, expected to initiate in mid-2024

Exhibit 10.3

FIRST AMENDMENT

TO

COMMON STOCK PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into this 27^th day of February, 2024 (the “Effective Date”), by and between G42 Investments AI Holdings RSC Ltd (“G42”), a private limited company incorporated in the Abu Dhabi Global Market and vTv Therapeutics Inc., a Delaware corporation (“vTv” and, together with G42, the “Parties”), a Delaware corporation.

WHEREAS, the Parties previously entered into the Common Stock Purchase Agreement on May 31, 2022 (the “Agreement”).

WHEREAS, the Parties desire to amend the Agreement.

NOW, THEREFORE, based on the foregoing premises and the mutual covenants and obligations set forth below, the parties agree as follows:

1. Amendments. The following sections of the Agreement are amended as indicated below.

a. Section 1.1. The definition of “Rights Agreements” in Section 1.1 is amended and restated in its entirety as follows:

“Rights Agreements” means, together, (i) the Registration Rights Agreement, dated as of November 24, 2020, by and between the Company and Lincoln Park Capital Fund, LLC, (ii) the Investor Rights Agreement, dated as of July 29, 2015, by and among the Company, M&F TTP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings LLC and other stockholders party thereto and (iii) the Registration Rights Agreement, dated February 27, 2024, by and among the Company and the investors party thereto.

b. Section 5.4. Section 5.4 shall be amended and restated in its entirety as follows:

5.4. [Reserved].

c. Section 5.5. Section 5.5 shall be amended and restated in its entirety as follows:

5.5. Board Observer. For so long as (i) the Purchaser (together with its Affiliates) has Beneficial Ownership of a number of shares of Common Stock not less than the Closing Shares (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) there does not exist a Material Breach (each, a “Termination Event”), the Purchaser will have the right to designate a representative (the “Board Observer”) to act as a non-voting observer of meetings of the Board of Directors with the right to receive notice of and attend or otherwise participate in all meetings of the Board of Directors and to receive all information furnished to the Company’s directors at the same time as it is so furnished; provided that (a) the Board of Directors will have the right to approve the Board Observer (such approval not to be unreasonably withheld, conditioned or delayed) and (b) the Board of Directors may exclude the Board Observer from such portions of any meeting where the Board of Directors reasonably determines that such exclusion is necessary to preserve attorney-client privilege or to avoid a conflict of interest. The Purchaser, in consideration of its attendance and participation at such meetings, hereby agrees to cause the Board

Observer to be bound by and comply with the Company’s confidentiality, trading windows and black-out policies applicable to insiders and others receiving the Company’s confidential and proprietary information in the forms provided to the Purchaser prior to the date hereof, as amended from time to time (provided that no such policies shall restrict the Board Observer from making disclosures of information to the Purchaser and its Affiliates, it being understood that any information so disclosed will be subject to Section 5.2).

d. Section 6.2. Section 6.2 is amended and restated in its entirety and follows:

6.2 Notices. All notices, requests, consents and other communications under this Agreement to any party must be in writing and are deemed duly delivered when (a) delivered if delivered personally or by nationally recognized overnight courier service (costs prepaid), (b) transmitted via email (including via attached .pdf document) to the email address set out below or (c) received or rejected by the addressee, if sent by United States of America certified or registered mail, return receipt requested; in each case to the following addresses or email of the individual (by name or title) designated below (or to such other address, email or individual as a party may designate by notice to the other parties):

If to the Company:

vTv Therapeutics Inc.

3980 Premier Drive, Suite 310

High Point, NC 27265

Telephone: (917) 635-0706

Attention: Steven Tuch

Email: stuch@vtvtherapeutics.com

With a copy (which will not constitute notice) to:

Dechert LLP

3 Bryant Park

1095 Avenue of the Americas

New York, NY 10036-6797

Telephone: (202) 698-3616

Attention: David S. Rosenthal

Email: david.rosenthal@dechert.com

If to the Purchaser:

Martin Edelman

G42 Investments AI Holding RSC Ltd

Office 801, floor 8, Al Katem Tower, Abu Dhabi Global Market Square, AL

Maryah Island, Abu Dhabi, United Arab Emirates

Email: G42.Legal@g42.ai

Attention: Martin Edelman

With a copy (which will not constitute notice) to:

Paul Hastings (Europe) LLP

100 Bishopsgate, London, EC2N 4AG

Email: maxkirchner@paulhastings.com

    davidprowse@paulhastings.com

Attention: Max Kirchner

     David Prowse

If to HoldCo:

Martin Edelman

Group 42 Holding Limited

Office 801, Floor 8, Al Katem Tower, ADGM, Al Maryah Island, Abu Dhabi,

United Arab Emirates

Email: G42.Legal@g42.ai

Attention: Martin Edelman

2. Defined Term. Unless otherwise defined herein, all of the capitalized terms used in this amendment shall have the respective meanings ascribed to them in the Agreement.

3. Effect. Except as expressly amended by this Amendment, the Agreement remains in full force and effect.

4. Governing Law. This Amendment shall be governed by and interpreted in accordance with the internal laws of England and Wales, without regards to its conflicts of laws rules.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

G42 INVESTMENTS AI HOLDINGS RSC LTD
By:	/s/ Peng Xiao
Name:	Peng Xiao
Title:	Director

[Signature Page to Common Stock Purchase Agreement Amendment]

VTV THERAPEUTICS INC.
By:	/s/ Paul Sekhri
Name:	Paul Sekhri
Title:	President and Chief Executive Officer

[Signature Page to Common Stock Purchase Agreement Amendment]