FORM OF EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (this Agreement) is made and entered into as of , 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.
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 Contributors 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 Companys issuance of shares of Class A Common Stock of the Company (the Class A Common Stock) in the Companys 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).
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:
1. Contribution of Units. Effective as of the date hereof, each Contributor hereby assigns, conveys, transfers, delivers, and contributes to the Company, and the Company hereby accepts and assumes from Contributor, all of Contributors right, title, obligations, and other interest in and to the Class B Units owned by such Contributor.
2. Exchange by the Company. Effective as of the date hereof, in consideration of each Contributors assignment, conveyance, transfer, delivery and contribution to the Company of all of his, her, or its Class B Units, the Company hereby issues and delivers to each such Contributor, and each such Contributor hereby accepts and assumes from the Company, a number of shares of Class B Common Stock equal to the number of Class B Units received by the Company from such Contributor.
3. Company Agreement to be Bound. If and to the extent the Company is not already a member of Rani LLC, the Company hereby agrees to be bound by the terms and conditions of the limited liability company agreement of Rani LLC (the LLC Agreement) as in effect on the date hereof, and hereby assumes all obligations of each Contributor under such LLC Agreement in respect of the Class B Units.
4. Tax Reporting.
a. As of the date hereof, no Contributor has a binding obligation to dispose of any shares of Class B Common Stock received in exchange for Class B Units pursuant to this Agreement.
b. The Contributors exchange of Class B Units for Class B Common Stock, taken together with the Companys issuance of Class A Common Stock in the IPO and certain exchanges of Class A Common