RANI THERAPEUTICS HOLDINGS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of __________, 20___ Debt SecuritiesIndenture • August 1st, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of ________, 20___, among Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
RANI THERAPEUTICS HOLDINGS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________, 20___Warrant Agreement • August 1st, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of ________, 20___, between Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Rani Therapeutics Holdings, Inc. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 25th, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (each an “Agent” and together, the “Agents”), as follows:
RANI THERAPEUTICS HOLDINGS, INC. AND _____________, AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OF __________, 20___Common Stock Warrant Agreement • August 1st, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of ________, 20___, between Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
RANI THERAPEUTICS HOLDINGS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________, 20___Warrant Agreement • August 1st, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of ________, 20___, between Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • July 9th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [ ], is made by and between RANI THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company” or “Rani” ), and (“Indemnitee” ).
LOAN AND SECURITY AGREEMENT Dated as of September 15, 2020 between RANI THERAPEUTICS, LLC, a California limited liability company, as “Borrower”, and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as “Lender”Loan and Security Agreement • July 9th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
FORM OF TAX RECEIVABLE AGREEMENT between RANI THERAPEUTICS HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of [ ]Tax Receivable Agreement • July 16th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2021, and is between Rani Therapeutics Holdings, Inc., a Delaware corporation, each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding the Corporate Taxpayer and OpCo (each as defined below), a “TRA Party” and together the “TRA Parties”).
RANI THERAPEUTICS, LLC FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 3, 2021Limited Liability Company Agreement • March 31st, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 3, 2021, is entered into by and among Rani Therapeutics, LLC, a California limited liability company (the “Company”), Rani Therapeutics Holdings, Inc., a Delaware corporation (“PubCo”), and the Members, and is made effective as of the Effective Time. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
August 31, 2022 Talat Imran VIA EMAIL Re: Amended and Restated Employment Agreement Dear Talat:Rani Therapeutics Holdings, Inc. • March 22nd, 2023 • Pharmaceutical preparations
You are currently employed by RANI MANAGEMENT SERVICES, INC. (“RMS”) under the terms of an employment agreement between you and RMS dated June 17, 2021 (the “ RMS Agreement”). Your employment is being transitioned from RMS to Rani Therapeutics, LLC (the “Company”) effective as of September 1, 2022 (the “Transition Date”). Once you accept this employment agreement (the “Agreement”) by signing and returning it to the Company, this Agreement shall supersede and replace the RMS agreement in its entirety. This Agreement, together with the other documents and agreements referenced herein, shall then govern the terms of your employment with the Company.
RANI MANAGEMENT SERVICES, INC.Employment Agreement • July 26th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
You are currently employed by RANI MANAGEMENT SERVICES, INC. (the “Company”) under the terms of an offer letter between you and the Company dated December 3, 2019 (the “Offer Letter”). The Company is amending and restating the terms of the Offer Letter to reflect your new employment terms as set forth in this employment agreement (the “Agreement”). Once you accept this Agreement by signing and returning it to the Company, this Agreement shall supersede and replace your Offer Letter in its entirety. This Agreement, together with the other documents and agreements referenced herein, shall then govern the terms of your employment with the Company.
Rani Management Services, Inc. - InCube Labs, LLC SERVICE AGREEMENTService Agreement • July 9th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This service agreement (this “Agreement”), is made and entered into effective as of January 1, 2021 (the “Effective Date”) by and between InCube Labs, LLC, a Delaware limited liability company (“InCube”), and Rani Management Services, Inc., a Delaware corporation (“RMS”), each a “Party” and collectively the “Parties.”
ContractRani Therapeutics Holdings, Inc. • August 10th, 2022 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) REGISTRATION UNDER THE SECURITIES ACT, (B) AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO RANI THERAPEUTICS HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (C) RANI THERAPEUTICS HOLDINGS, INC. OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS COMPLIANT WITH SUCH LAWS.
License and Supply Agreement By and Between Rani Therapeutics, LLC and Celltrion, Inc. Dated May 26, 2023License and Supply Agreement • August 11th, 2023 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This License and Supply Agreement (this “Agreement”), effective as of May 26, 2023 (the “Effective Date”), is by and between Rani Therapeutics, LLC, a California limited liability company having an address at 2051 Ringwood Ave., San Jose, California 95131, USA (“Rani”), and Celltrion, Inc., having an address at 23, Academy-ro, Yeonsu-gu, Incheon, 22014, Republic of Korea (“Celltrion”). Rani and Celltrion are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO SERVICE AGREEMENT BETWEEN INCUBE LABS, LLC AND RANI THERAPEUTICS, LLCService Agreement • July 9th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This Amendment No. 1 (the “Amendment”) amends the Service Agreement with an effective date of January 1, 2019, by and between Rani Therapeutics, LLC (“Rani”) and InCube Labs, LLC (“InCube”) and is effective as of January 1, 2020.
InCube Labs, LLC SERVICE AGREEMENTService Agreement • July 9th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This SERVICE AGREEMENT (“Agreement”), is made and entered into effective as of January 1, 2019 (the “Effective Date”) by and between Rani Therapeutics, LLC (“Rani”) and InCube Labs, LLC (“InCube”) (collectively referred to as the “Parties”), in reference to the following:
SUPPLEMENT to the Loan and Security Agreement dated as of September 15, 2020 between Rani Therapeutics, LLC (“Borrower”) and Avenue Venture Opportunities Fund, L.P. (“Lender”)Loan and Security Agreement • July 9th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of September 15, 2020 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and between Borrower and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
RANI THERAPEUTICS, LLCRani Therapeutics Holdings, Inc. • July 9th, 2021 • Pharmaceutical preparations
EXCLUSIVE LICENSE AGREEMENT between InCube Labs, LLC. (“Licensor”) and Rani Therapeutics, LLC (“Licensee”)Exclusive License Agreement • July 9th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This exclusive license agreement (the “Agreement”) is made effective on June 14, 2012 (the “Effective Date”), between InCube Labs, LLC (“Licensor”), and Rani Therapeutics, LLC, a California limited liability corporation (“Licensee”).
RANI-InCube Labs Intellectual Property AgreementIntellectual Property Agreement • July 9th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations
This agreement dated June 14, 2012, is hereby made by and between InCube Labs LLC (“InCube”) and Rani Therapeutics, LLC. (“RANI”), both having an address at 2051 Ringwood Ave, San Jose CA 95131
Non-Exclusive License AgreementNon-Exclusive License Agreement • June 22nd, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This non-exclusive license agreement (this “Agreement”) is made by and between Rani Therapeutics, LLC (“Rani” or “Licensor”), a California limited liability company having an address at 2051 Ringwood Ave., San Jose, CA 95131, and InCube Labs, LLC (“InCube” or “Licensee”), a Delaware limited liability company having an address at 2051 Ringwood Ave., San Jose, CA 95131. Rani and InCube may be referred to herein individually as a “Party” and collectively as the “Parties”.
Rani Therapeutics Holdings, Inc. (a Delaware corporation) [●] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
EXCHANGE AGREEMENTExchange Agreement • March 31st, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This Exchange Agreement (this “Agreement”) is made and entered into as of August 3, 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.
ContractRani Therapeutics Holdings, Inc. • August 11th, 2023 • Pharmaceutical preparations
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
Amendment No. 1 to Service Agreement1 to Service Agreement • March 31st, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This Amendment No. 1 to Service Agreement (“the “Amendment”) is made and entered into effective as of March 21, 2022 (the “Amendment Effective Date”) by and between InCube Labs, LLC, a Delaware limited liability company (“InCube”), and Rani Therapeutics, LLC, a California limited liability company (“Rani”), each a “Party” and collectively the “Parties.”
RANI THERAPEUTICS, LLCRani Therapeutics Holdings, Inc. • May 11th, 2022 • Pharmaceutical preparations • California
You are currently employed by RANI MANAGEMENT SERVICES, INC. (“RMS”) under the terms of an offer letter between you and RMS dated July 29, 2021 (the “Offer Letter”). Your employment is being transitioned to Rani Therapeutics, LLC (the “Company”) and this employment agreement (the “Agreement”) reflects your new employment terms. Once you accept this Agreement by signing and returning it to the Company, this Agreement shall supersede and replace your Offer Letter in its entirety. This Agreement, together with the other documents and agreements referenced herein, shall then govern the terms of your employment with the Company.
Amended and Restated Exclusive License AgreementAmended and Restated Exclusive License Agreement • June 22nd, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This exclusive license agreement (this “Agreement”) is made by and between InCube Labs, LLC (“InCube” or “Licensor”) a Delaware limited liability company having an address at 2051 Ringwood Ave., San Jose, CA 95131, and Rani Therapeutics, LLC (“Rani” or “Licensee”), a California limited liability company having an address at 2051 Ringwood Ave., San Jose, CA 95131. InCube and Rani may be referred to herein individually as a “Party” and collectively as the “Parties”.
LOAN AND SECURITY AGREEMENT Dated as of August 8, 2022 among RANI THERAPEUTICS, LLC, a California limited liability company, as “Borrower”, RANI MANAGEMENT SERVICES, INC., a Delaware corporation, and as a guarantor RANI THERAPEUTICS HOLDINGS, INC., a...Loan and Security Agreement • August 10th, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
Borrower, Guarantors, Lenders and Agent anticipate entering into one or more transactions pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower, Guarantors, Lenders and Agent which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement among the parties (collectively referred to as this “Agreement”).
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG RANI THERAPEUTICS HOLDINGS, INC. AND THE “INVESTORS” as defined herein, Dated as of [●], 2021Registration Rights Agreement • July 16th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2021, by and among Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and each of the Investors listed on Schedule A hereto (together with their successors and Permitted Transferees as provided herein, an “Investor”) and any Person that becomes a party to this Agreement pursuant to Section 4.10 hereto as an “Investor.”
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • July 16th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
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.
RANI THERAPEUTICS, LLC FORM OF FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2021Agreement • July 16th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of [•], 2021, is entered into by and among Rani Therapeutics, LLC, a California limited liability company (the “Company”), Rani Therapeutics Holdings, Inc., a Delaware corporation (“PubCo”), and the Members, and is made effective as of the Effective Time. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
RANI MANAGEMENT SERVICES, INC.Employment Agreement • June 22nd, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
You are currently employed by RANI MANAGEMENT SERVICES, INC. (the “Company”) under the terms of an offer letter between you and InCube Labs LLC dated October 18, 2018 (the “2018 Offer Letter”) and an offer letter between you and the Company dated December 2, 2019 (the “2019 Offer Letter”) (collectively, the “Offer Letters”). The Company is amending and restating the terms of the Offer Letters to reflect your new employment terms as set forth in this employment agreement (the “Agreement”). Once you accept this Agreement by signing and returning it to the Company, this Agreement shall supersede and replace the Offer Letters in their entirety. This Agreement, together with the other documents and agreements referenced herein, shall then govern the terms of your employment with the Company.
SUPPLEMENT to the Loan and Security Agreement dated as of August 8, 2022 between Rani Therapeutics, LLC (“Borrower”) and Rani Management Services, Inc. , as a guarantor and Rani Therapeutics Holdings, Inc., as a guarantor (together with Rani...Loan and Security Agreement • August 10th, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of August 8, 2022 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and among Borrower, Guarantor, Lenders and Agent. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 12 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
APPENDIX A PARTICIPATION AGREEMENTParticipation Agreement • June 22nd, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT BY AND AMONG RANI THERAPEUTICS HOLDINGS, INC. AND THE “INVESTORS” as defined herein, Dated as of August 3, 2021Registration Rights Agreement • March 31st, 2022 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 3rd day of August, 2021, by and among Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and each of the Investors listed on Schedule A hereto (together with their successors and Permitted Transferees as provided herein, an “Investor”) and any Person that becomes a party to this Agreement pursuant to Section 4.10 hereto as an “Investor.”
