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
VALERITAS HOLDINGS, INC. and WEST COAST STOCK TRANSFER, INC. as Warrant Agent Warrant Agency Agreement Dated as of , 2018Warrant Agency Agreement • November 14th, 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”).
