VALERITAS HOLDINGS, INC. Common StockValeritas Holdings Inc. • January 29th, 2018 • Surgical & medical instruments & apparatus • New York
VALERITAS HOLDINGS, INC. ____________________ INDENTURE Dated as of [●] [●] Trustee ____________________Valeritas Holdings Inc. • October 4th, 2017 • Surgical & medical instruments & apparatus
Trust Indenture Act Section Indenture Section §310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 6.09 (b) 6.04, 6.10 §311 (a) 6.13 (b) 6.13 §312 (a) 14.01, 14.02(a) (b) 14.02(b) (c) 14.02(c) §313 (a) 14.03(a) (b) 14.03(a) (c) 14.03(a), 14.03(b) (d) 14.03(b) §314 (a) 4.05, 14.04 (b) Not Applicable (c)(1) 15.06 (c)(2) 15.06 (c)(3) Not Applicable (d) Not Applicable (e) 15.06 §315 (a) 6.01 (b) 6.06, 14.03(a) (c) 6.01 (d) 6.01 (e) 5.11 §316 (a)(1)(A) 5.05 (a)(1)(B) 5.02, 5.04 (a)(2) Not Applicable (b) 5.07 (c) 7.02, 8.03 §317 (a)(1) 5.08 (a)(2) 5.09 (b) 4.03 318 (a) 15.08
● ] Shares Valeritas Holdings, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • March 16th, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
Valeritas Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [ ● ] authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to [ ● ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 20th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of June 11, 2018, by and between VALERITAS HOLDINGS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 11, 2018, by and between VALERITAS HOLDINGS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Shares of Common Stock Series A Warrants to Purchase up to Shares of Common Stock Series B Warrants to Purchase up to Shares of Common Stock VALERITAS HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus
Valeritas Holdings, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to Oppenheimer & Co. Inc. and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Oppenheimer & Co. Inc. is acting as Representative (the “Representative”), an aggregate of (i) shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) Series A warrants to purchase up to an aggregate of shares of Common Stock (the “Series A Warrants”), and (iii) Series B warrants to purchase up to an aggregate of shares of Common Stock (the “Series B Warrants” and together with the Series A Warrants, the “Warrants” and the Shares issuable upon exercise of the Warrants, the “Warrant Shares”) set forth in Schedule A hereto. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The respective amounts of the Securities to be purchased by each
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2016, among Valeritas Holdings, Inc. (formerly known as Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Company”), each of the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively, the “Placement Agent Holders”), the persons or entities identified on Schedule 2 hereto holding Merger Shares (as defined below) and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below).
Shares VALERITAS HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
Valeritas Holdings, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to Oppenheimer & Co. Inc. and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Oppenheimer & Co. Inc. is acting as Representative (the “Representative”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional (1) shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.”
SPLIT-OFF AGREEMENTSplit-Off Agreement • September 2nd, 2016 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
This SPLIT-OFF AGREEMENT, dated as of May 3, 2016 (this “Agreement”), is entered into by and among Valeritas Holdings, Inc., (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Seller”), CYGM Operating Corp., a Florida corporation (“Split-Off Subsidiary”), and Leisa Swanson (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New Jersey
This Employment Agreement (this “Agreement”) is made and entered into as of January 8, 2018 by and between Valeritas, Inc. a Delaware corporation (the “Company”) and Joseph Saldanha (the “Executive”). The Company and the Executive are referred to each individually as a “party” and collectively as the “parties.”
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VALERITAS HOLDINGS, INC.Valeritas Holdings Inc. • May 9th, 2016 • Retail-miscellaneous retail • New York
This Warrant is issued to [ ], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain Subscription Agreement, dated as of [ ], 2016, by and among Valeritas Holdings, Inc. (f/k/a Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Company”), and each of those persons and entities listed as a Purchaser on Annex A thereto (the “Purchase Agreement”).
AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of August 5, 2014 between VALERITAS, INC. as Borrower, VALERITAS HOLDINGS, LLC as Guarantor The GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P., Capital Royalty Partners...Loan Agreement • July 22nd, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 5, 2014 (this “Agreement”), among VALERITAS, INC., a Delaware corporation (“Borrower”), VALERITAS, HOLDINGS, LLC, a Delaware limited liability company (“Parent”), the GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
INDEMNIFICATION AGREEMENTAgreement • January 8th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (the “Agreement”), effective as of , by and between Valeritas Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned individual identified as an Indemnitee on the signature page hereto (such person is referred to herein individually and collectively as an “Indemnitee”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 29th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of May 3, 2016 by the undersigned person or entity (the “Restricted Holder”) in connection with the Merger (as defined below) and the Private Placement Offering (as defined below), and is being delivered to Valeritas Holdings, Inc. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Parent”), Wedbush Securities, Inc. (“Wedbush”), ROTH Capital Partners, LLC (“Roth”) and Katalyst Securities LLC (“Katalyst”, and collectively with Wedbush and Roth, the “Placement Agents”).
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 • July 22nd, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • Massachusetts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of February 14, 2017, by and among Valeritas Holdings, Inc., a Delaware corporation (the “Company”), and Capital Royalty Partners II L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Parallel Investment Opportunities Partners II L.P., Capital Royalty Partners II – Parallel Fund “B” (Cayman) L.P., and Capital Royalty Partners II (Cayman) L.P. (together, “CRG”), WCAS Capital Partners IV, L.P. (“WCAS”, and together with CRG, the “Purchasers”, with each of the purchasing entities, a “Purchaser”).
VALERITAS HOLDINGS, INC. and WEST COAST STOCK TRANSFER, INC. as Warrant Agent Warrant Agency Agreement Dated as of , 2018Warrant Agency Agreement • November 15th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of , 2018 (“Agreement”), between Valeritas Holdings, Inc., a Delaware corporation (the “Company”), and West Coast Stock Transfer, Inc., a Delaware corporation (the “WCST” or the Warrant Agent”).
SEPARATION AND CONSULTING SERVICES AGREEMENTSeparation and Consulting Services Agreement • January 8th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New Jersey
This SEPARATION AND CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of February 21, 2016 to be effective on the Effective Date (as defined in Section 1(a) below), by and between Valeritas, Inc. (the “Company”) and Kristine Peterson (“Executive”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • February 21st, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
This Series A Preferred Stock Purchase Agreement (this “Agreement”) is made as of February 14, 2017, by and among Capital Royalty Partners II L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Parallel Investment Opportunities Partners II L.P., Capital Royalty Partners II – Parallel Fund “B” (Cayman) L.P., and Capital Royalty Partners II (Cayman) L.P. (together, “CRG”), WCAS Capital Partners IV, L.P. (“WCAS”, and together with CRG, the “Purchasers”, with each of the purchasing entities, a “Purchaser”) and Valeritas Holdings, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of August 5, 2014 between VALERITAS, INC. as Borrower, VALERITAS HOLDINGS, LLC as Guarantor The GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P., Capital Royalty Partners...Loan Agreement • February 21st, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 5, 2014 (this “Agreement”), among VALERITAS, INC., a Delaware corporation (“Borrower”), VALERITAS, HOLDINGS, LLC, a Delaware limited liability company (“Parent”), the GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
Valeritas Holdings, Inc. 2016 Incentive Compensation Plan Stock Option AgreementValeritas Holdings Inc. • July 22nd, 2016 • Retail-miscellaneous retail
AMENDMENT NO.2 TO LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • July 22nd, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
This Amendment No. 2 to the Limited Forbearance Agreement (this “Amendment”) is made this 13th day of November 2015 by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Parent”) and VALERITAS SECURITY CORPORATION, each as a Guarantor (as such term is defined in the Credit Agreement) and the undersigned Lenders.
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of May 3, 2016 between VALERITAS, INC. as Borrower, VALERITAS HOLDINGS, INC., as Guarantor, The GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P., Capital Royalty...Loan Agreement • February 6th, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of May 3, 2016 (this “Agreement”), among VALERITAS, INC., a Delaware corporation (“Borrower”), VALERITAS HOLDINGS, INC., a Delaware corporation (“Parent”), the GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
AMENDMENT NO. 1 TO LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • July 22nd, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
This Amendment No. 1 to the Limited Forbearance Agreement (this “Amendment”) is made this 28th day of September 2015 by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Parent”) and VALERITAS SECURITY CORPORATION, each as a Guarantor (as such term is defined in the Credit Agreement) and the undersigned Lenders.
TERMINATION OF FORBEARANCE AGREEMENTTermination of Forbearance Agreement • July 22nd, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
This TERMINATION OF FORBEARANCE AGREEMENT (this “Agreement”) is dated as of May 3, 2016, and effective as of April 29, 2016, by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), and VALERITAS SECURITY CORPORATION, a Delaware corporation, as a Guarantor (as such term is defined in the Credit Agreement) and the undersigned Lenders.
SEPARATION AND CONSULTING SERVICES AGREEMENTSeparation and Consulting Services Agreement • February 21st, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New Jersey
This SEPARATION AND CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of February 21, 2016 to be effective on the Effective Date (as defined in Section 1(a) below), by and between Valeritas, Inc. (the “Company”) and Kristine Peterson (“Executive”).
LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • July 22nd, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
This LIMITED FORBEARANCE AGREEMENT (this “Agreement”) is made as of May 18, 2015 by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Parent”), as a Guarantor (as such term is defined in the Credit Agreement), each of the other Guarantors party hereto, and the undersigned Lenders.
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 • February 6th, 2017 • Valeritas Holdings 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.
AGREEMENT OF LEASEAgreement of Lease • July 22nd, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
FOR AND IN CONSIDERATION of the mutual covenants herein contained, as of this 20th day of October, 2009, the parties hereto do hereby agree as follows:
FIRST AMENDMENT TO LEASELease • August 8th, 2019 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made as of the 11th day of February 2019 (the “Effective Date”) by and between BPR 293 EQUITY PARTNERS, LLC, a Massachusetts limited liability company (“Landlord”), and VALERITAS, INC., a Delaware corporation (“Tenant”).
OFFICE LEASE AGREEMENT BY AND BETWEEN RFP LINCOLN 293, LLC AND VALERITAS, INC. DATED: May ____, 2017Office Lease Agreement • May 12th, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • Massachusetts
AMENDMENT NO. 1 TO NOTEValeritas Holdings Inc. • January 8th, 2018 • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Valeritas Holdings, Inc. (f/k/a Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Company”), of a minimum of $25,000,000 (the “Minimum Offering”) and a maximum of $40,000,000 (the “Maximum Offering”) of shares (the “Shares”) of the Company’s common stock, par value $[0.001] per share (“Common Stock”), issued, at a purchase price of $5.00 per Share (the “Purchase Price”), plus up to an additional $10,000,000 of Shares at the Purchase Price to cover over-subscriptions (the “Over-Subscription Option”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement, the Confidential and Non-Binding Summary Term Sheet of the Company dated April 18, 2016, relating to the Offering (as the same may be amended or suppl
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 3rd, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of April 14, 2016, by and between CLEANER YOGA MAT, INC, a Florida corporation (“CYGM”) and VALERITAS HOLDINGS, INC., its wholly-owned Delaware subsidiary (“Valeritas”) (CYGM and Valeritas shall sometimes be referred to herein collectively as the “Constituent Corporations”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • February 21st, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of February 9, 2017, is made among Valeritas, Inc., a Delaware corporation (“Borrower”) and the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”).
