0001193125-17-049203 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series 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”).

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
Term 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”).

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