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 REORGANIZATIONMerger Agreement • 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, 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
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
VALERITAS, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT June 23, 2014Stock 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”).
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”).
