Standard Contracts
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2016, among Valeritas Holdings, Inc. (formerly known as Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Company”), each of the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively, the “Placement Agent Holders”), the persons or entities identified on Schedule 2 hereto holding Merger Shares (as defined below) and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • Massachusetts
This Employment Agreement (this “Agreement”) is made and entered into as of March 4, 2015 (the “Effective Date”) by and between Valeritas, Inc. a Delaware corporation (the “Company”) and Geoffrey Jenkins (the “Executive”). The Company and the Executive are referred to each individually as a “party” and collectively as the “parties.”
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VALERITAS HOLDINGS, INC.Warrant Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • New York
This Warrant is issued to [ ], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain Subscription Agreement, dated as of [ ], 2016, by and among Valeritas Holdings, Inc. (f/k/a Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Company”), and each of those persons and entities listed as a Purchaser on Annex A thereto (the “Purchase Agreement”).
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of May 3, 2016 between VALERITAS, INC. as Borrower, VALERITAS HOLDINGS, INC., as Guarantor, The GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P., Capital Royalty...Term Loan Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • New York
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of May 3, 2016 (this “Agreement”), among VALERITAS, INC., a Delaware corporation (“Borrower”), VALERITAS HOLDINGS, INC., a Delaware corporation (“Parent”), the GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of , 2016 by the undersigned person or entity (the “Restricted Holder”) in connection with the Merger (as defined below) and the Private Placement Offering (as defined below), and is being delivered to Valeritas Holdings, Inc. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Parent”), Wedbush Securities, Inc. (“Wedbush”), ROTH Capital Partners, LLC (“Roth”) and Katalyst Securities LLC (“Katalyst”, and collectively with Wedbush and Roth, the “Placement Agents”).
Lease Between The Taming Of The Shrewsbury, LLC, O’Neill Partners, LLC, and Chanski, LLC, as tenants in common, as Landlord And Valeritas, LLC, as TenantLease Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • Massachusetts
LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
This LIMITED FORBEARANCE AGREEMENT (this “Agreement”) is made as of May 18, 2015 by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Parent”), as a Guarantor (as such term is defined in the Credit Agreement), each of the other Guarantors party hereto, and the undersigned Lenders.
Valeritas Holdings, Inc. 2016 Incentive Compensation Plan Stock Option AgreementStock Option Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
AMENDMENT NO.3 TO LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
This Amendment No. 3 to the Limited Forbearance Agreement (this “Amendment”) is made this 21st day of December, 2015 by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Parent”) and VALERITAS SECURITY CORPORATION, each as a Guarantor (as such term is defined in the Credit Agreement) and the undersigned Lenders.
AMENDMENT NO. 1 TO LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
This Amendment No. 1 to the Limited Forbearance Agreement (this “Amendment”) is made this 28th day of September 2015 by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Parent”) and VALERITAS SECURITY CORPORATION, each as a Guarantor (as such term is defined in the Credit Agreement) and the undersigned Lenders.
AGREEMENT OF LEASELease Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
FOR AND IN CONSIDERATION of the mutual covenants herein contained, as of this 20th day of October, 2009, the parties hereto do hereby agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Valeritas Holdings, Inc. (f/k/a Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Company”), of a minimum of $25,000,000 (the “Minimum Offering”) and a maximum of $40,000,000 (the “Maximum Offering”) of shares (the “Shares”) of the Company’s common stock, par value $[0.001] per share (“Common Stock”), issued, at a purchase price of $5.00 per Share (the “Purchase Price”), plus up to an additional $10,000,000 of Shares at the Purchase Price to cover over-subscriptions (the “Over-Subscription Option”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement, the Confidential and Non-Binding Summary Term Sheet of the Company dated April 18, 2016, relating to the Offering (as the same may be amended or suppl
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among VALERITAS HOLDINGS, INC. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation VALERITAS ACQUISITION CORP., a Delaware corporation and VALERITAS, INC., a Delaware corporation May 3, 2016Merger Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail • Delaware
Agreement and Plan of Merger and Reorganization (this “Agreement”), dated as of May 3 2016, by and among Valeritas Holdings, Inc. (formerly Cleaner Yoga Mat, Inc.), a Delaware corporation (the “Parent”), Valeritas Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (the “Acquisition Subsidiary”), and Valeritas, Inc., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
AMENDMENT NO.4 TO LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • May 9th, 2016 • Valeritas Holdings Inc. • Retail-miscellaneous retail
This Amendment No. 4 to the Limited Forbearance Agreement (this “Amendment”) is made this 29th day of January, 2016 by and among VALERITAS, INC., a Delaware corporation (the “Borrower”), VALERITAS HOLDINGS, LLC, a Delaware limited liability company (“Parent”) and VALERITAS SECURITY CORPORATION, each as a Guarantor (as such term is defined in the Credit Agreement) and the undersigned Lenders.
