— ] Shares Valeritas, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • March 9th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • New Jersey
This Employment Agreement (this “Agreement”) is made and entered into as of March 4, 2015 (the “Effective Date”) by and between Valeritas, Inc. a Delaware corporation (the “Company”) and John Timberlake (the “Executive”). The Company and the Executive are referred to each individually as a “party” and collectively as the “parties.”
INDEMNIFICATION AGREEMENTAgreement • March 9th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Valeritas, Inc., a Delaware corporation (the “Company”), and each individual designated by , who is at any time serving as director of the Company, including without limitation the undersigned individual identified as an Indemnitee on the signature page hereto (each such person is referred to herein individually and collectively as an “Indemnitee”).
Lease Between The Taming Of The Shrewsbury, LLC, O’Neill Partners, LLC, and Chanski, LLC, as tenants in common, as Landlord And Valeritas, LLC, as TenantLease Between • February 12th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • Massachusetts
Commencing on the Substantial Completion Date and continuing throughout the Lease Term, Tenant shall also pay Additional Rent as follows (such payments to be made when requisitioned, except as otherwise stated): (i) to the extent not paid directly by Tenant pursuant to the provisions of Article 5 hereof, one hundred (100) percent of all utilities
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VALERITAS HOLDINGS, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • February 12th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VALERITAS HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is dated and effective as of June 19, 2014 (the “Effective Date”) and is adopted, executed and agreed to by and among the Company, Valeritas, Inc., a Delaware corporation (“Opco”), in its capacity as a member of the Company that does not hold a limited liability company interest in the Company (the “Temporary Member”), the persons and entities listed on Schedule A hereto that hold an economic interest in the Company, some or all of which may be admitted as Members of the Company, and each other Person who at any time after the Effective Date becomes a Member in accordance with the terms of this Agreement and the Act (to the extent any person listed on Schedule A has the right to receive units of limited liability company interest in the Company pursuant to the Agreement and Plan of Merger and Reorganization dated as of the date hereof among the
VALERITAS HOLDINGS, LLC VOTING AGREEMENTVoting Agreement • November 21st, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • Delaware
This Voting Agreement (the “Agreement”) is made and entered into as of June 19, 2014, by and among Valeritas Holdings, LLC, a Delaware limited liability company (the “Company”), the holders of the Company’s issued and outstanding Series A Preferred Units, Series B Preferred Units and Series C Preferred Units (collectively, the “Preferred Units”) listed on Schedule A attached hereto (collectively, the “Investors”), and the holders of the Company’s issued and outstanding Common Units listed on Schedule B attached hereto (collectively, the “Common Unitholders”). The Company, the Investors and the Common Unitholders are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Managers is referred to herein as the “Board.” Certain other capitalized terms used in this Agreement but not defined where first used in this Agreement are defined in Section 25 of this Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • November 21st, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of June 9, 2014, by and among Valeritas, Inc., a Delaware corporation (“OpCo”), Valeritas Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of OpCo (“Holdings”), and Valeritas Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Holdings (“Merger Sub”).
VALERITAS HOLDINGS, LLC VOTING AGREEMENTAdoption Agreement • December 24th, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • Delaware
This Voting Agreement (the “Agreement”) is made and entered into as of June 19, 2014, by and among Valeritas Holdings, LLC, a Delaware limited liability company (the “Company”), the holders of the Company’s issued and outstanding Series A Preferred Units, Series B Preferred Units and Series C Preferred Units (collectively, the “Preferred Units”) listed on Schedule A attached hereto (collectively, the “Investors”), and the holders of the Company’s issued and outstanding Common Units listed on Schedule B attached hereto (collectively, the “Common Unitholders”). The Company, the Investors and the Common Unitholders are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Managers is referred to herein as the “Board.” Certain other capitalized terms used in this Agreement but not defined where first used in this Agreement are defined in Section 25 of this Agreement.
FIRST AMENDMENT TO FORMATION AGREEMENTFormation Agreement • February 12th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus
This First Amendment to the Formation Agreement (“Amendment”), effective as of August 26, 2008 (“Amendment Effective Date”), is between Valeritas, Inc., a Delaware corporation (“Company”) and BioValve Technologies, Inc., a Delaware corporation (“BioValve”) and amends that certain Formation Agreement among the parties and BTI Tech, Inc., a Delaware corporation (“BTI”) dated August 22, 2006 (“Agreement”).
VALERITAS, INC. VOTING AGREEMENTVoting Agreement • November 21st, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
This Voting Agreement (the “Agreement”) is made and entered into as of June 23, 2014, by and among (i) Valeritas, Inc., a Delaware corporation (the “Company”), (ii) the holders of the Company’s issued and outstanding shares of Series D Preferred Stock and Common Stock listed on Schedule A attached hereto (collectively, the “Investors”), and (iii) the holders of the Company’s issued and outstanding shares of Common Stock and holders of options to acquire the Company’s Common Stock listed on Schedule B attached hereto or who hereafter become party to this Agreement (collectively, the “Other Stockholders” and together with the Investors, the “Stockholders”). The Company, the Investors and the Other Stockholders are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the “Board.” Certain other capitalized terms used in this Agreement but not defined where first used in this Agreemen
AMENDMENT NO. 1 TO NOTEValeritas Inc • February 12th, 2015 • Surgical & medical instruments & apparatus • New York
This Amendment No. 1 to Note is entered as of May 24, 2013 (this “Amendment”) by and between Valeritas, Inc., a Delaware corporation (the “Issuer”) and WCAS Capital Partners IV, L.P., a Delaware limited partnership (the “Holder”).
CONSENT, WAIVER AND AMENDMENT AGREEMENTAgreement and Plan of Merger and Reorganization • February 12th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
THIS SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the [19th] day of June, 2014, by and among Valeritas, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I hereto (each of which is herein referred to as an “Investor”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VALERITAS HOLDINGS, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • November 21st, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VALERITAS HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is dated and effective as of June 19, 2014 (the “Effective Date”) and is adopted, executed and agreed to by and among the Company, Valeritas, Inc., a Delaware corporation (“Opco”), in its capacity as a member of the Company that does not hold a limited liability company interest in the Company (the “Temporary Member”), the persons and entities listed on Schedule A hereto that hold an economic interest in the Company, some or all of which may be admitted as Members of the Company, and each other Person who at any time after the Effective Date becomes a Member in accordance with the terms of this Agreement and the Act (to the extent any person listed on Schedule A has the right to receive units of limited liability company interest in the Company pursuant to the Agreement and Plan of Merger and Reorganization dated as of the date hereof among the
TERM LOAN AGREEMENT dated as of May 24, 2013 between VALERITAS, INC. as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P., Capital Royalty Partners II - Parallel Fund “A” L.P., and Parallel...Loan Agreement • December 24th, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
TERM LOAN AGREEMENT, dated as of May 24, 2013 (this “Agreement”), among VALERITAS, INC., a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
VALERITAS HOLDINGS, LLC AND VALERITAS, INC. INVESTORS’ RIGHTS AGREEMENT June 23, 2014Investors’ Rights Agreement • February 12th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 23rd day of June, 2014, by and among VALERITAS, INC., a Delaware corporation (the “Company”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the stockholders of the Company listed on Schedule A hereto (each of which is herein referred to as an “Investor”) and the members of Holdings listed on Schedule B hereto (each of which is herein referred to as a “Holdings Investor”).
VALERITAS, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT June 23, 2014Series D Preferred Stock Purchase Agreement • November 21st, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
THIS SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 23rd day of June, 2014, by and among Valeritas, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I hereto (each of which is herein referred to as an “Investor”).
RESOURCE GROUP MANAGEMENT SERVICES AGREEMENTResource Group Management Services Agreement • November 21st, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
This Resource Group Management Services Agreement (as amended, modified or supplemented from time to time, this “Agreement”) is entered into as of September 8, 2011 by and between Valeritas, Inc., a Delaware corporation (the “Company”) and (iii) WCAS Management Corporation, a Delaware corporation (“WCAS Management”).
VALERITAS, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT June 23, 2014Series D Preferred Stock Purchase Agreement • February 12th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
THIS SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 23rd day of June, 2014, by and among Valeritas, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I hereto (each of which is herein referred to as an “Investor”).
FORMATION AGREEMENTFormation Agreement • November 21st, 2014 • Valeritas Inc • Surgical & medical instruments & apparatus • New York
FORMATION AGREEMENT, dated as of August 22, 2006 (the “Effective Date”), by and among Valeritas LLC, a Delaware limited liability company (the “Company”), BTI Tech, Inc., a Delaware corporation (“BTI”) and BioValve Technologies, Inc., a Delaware corporation (“BioValve”) (this “Agreement”).
