QuickLinks -- Click here to rapidly navigate through this documentUnsecured Convertible Promissory Note • November 19th, 2010 • Clarus Therapeutics Inc • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY OF SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH TRANSACTION UNDER THE ACT AND ALL OTHER APPLICABLE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT AND OTHER APPLICABLE SECURITIES LAWS.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2010 • Clarus Therapeutics Inc • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of November 7, 2007 (this "Agreement"), among Clarus Therapeutics, Inc., a Delaware corporation (the "Corporation"), and the Investors (as hereinafter defined).
SOFTGEL COMMERCIAL MANUFACTURING AGREEMENTSoftgel Commercial Manufacturing Agreement • November 19th, 2010 • Clarus Therapeutics Inc • New Jersey
This Softgel Commercial Manufacturing Agreement ("Agreement") is made this 23rd day of July, 2009, by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 2725 Scherer Drive, St. Petersburg, Florida 33716 ("Catalent") and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 500 Skokie Blvd., #250, Northbrook, IL 60062 ("Client").
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 19th, 2010 • Clarus Therapeutics Inc • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), is made as of November 19, 2010 (the "Effective Date"), by and among CLARUS THERAPEUTICS, INC., a Delaware corporation (the "Company"), and each of the purchasers named on the Schedule of Purchasers attached hereto as Schedule I (the "Schedule of Purchasers") (each individually a "Purchaser," and collectively the "Purchasers").
WARRANT TO PURCHASE STOCKWarrant Agreement • November 19th, 2010 • Clarus Therapeutics Inc
This Warrant is being issued as one of a series of warrants pursuant to, and is subject to, the terms and conditions of the Note and Warrant Purchase Agreement, dated as of November , 2010 (the "Warrant Issuance Date"), by and among the Company, the Holder and the other parties thereto (the "Purchase Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.
